8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 17, 2020 (January 15, 2020)

GIBRALTAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-22462	16-1445150
(State or other jurisdiction of  incorporation )	(Commission File Number)	(IRS 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

1

TABLE OF CONTENTS

Item 8.01 Other Events	3
Item 9.01 Financial Statements and Exhibits	3
EX - 99.1
SIGNATURE	4

2

Item 8.01 Other Events

On January 17, 2020, Gibraltar issued a press release announcing that it had completed the acquisition of Thermo Energy Systems. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a)-(c)    Not Applicable

(d)    Exhibits:

Exhibit No.	Description
99.1	Press Release issued by Gibraltar Industries, Inc. on January 17, 2020

3

SIGNATURE

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 hereunto duly authorized.

		GIBRALTAR INDUSTRIES, INC.
Date:	January 17, 2020
		By:	/s/ Jeffrey J. Watorek
			Jeffrey J. Watorek
			Vice President, Treasurer and Secretary

4

EX-99.1

Gibraltar Acquires Assets of Thermo Energy Systems

Expands Leadership Position in Commercial Growing Industry

Buffalo, N.Y., January 17, 2020 - Gibraltar Industries, Inc. (Nasdaq: ROCK), the leading provider in North America of products and services for commercial greenhouse growing, today announced it has acquired the assets of Canadian-based Thermo Energy Systems, a privately held provider of commercial greenhouse solutions in North America supporting the biologically grown organic food market, in an all cash transaction. Thermo Energy Systems is expected to contribute annual revenue at a run rate of approximately $75 million. The acquisition is expected to be accretive for 2020.

“Thermo’s experience and domain knowledge in commercial growing further expands our leadership position in the design, manufacture, installation and systems integration for our customers in the biologically-grown organic food market,” said Gibraltar Chief Executive Officer William Bosway. “This is an attractive market, in excess of $1 billion in size and growing at a mid- to high- single digit rate driven by increasing consumer demand. Thermo’s strong reputation will help us serve our customers in this market with best-in-class growing solutions for healthy food anywhere, anytime and in a more environmentally-friendly way. We are incredibly excited to have the Thermo team join the Gibraltar family as we continue to enhance the relevance of our products, services, and solutions to our customers in our renewable energy and conservation platform.”

About Gibraltar

Gibraltar Industries is a leading manufacturer and distributor of building products for the renewable energy, conservation, residential, industrial, and infrastructure markets. With its strategy focused on operational improvement, product innovation, and portfolio management, Gibraltar’s mission is to drive best-in-class performance. Gibraltar serves customers primarily throughout North America, and more information about Gibraltar can be found at www.gibraltar1.com.

Safe Harbor Statement

Information contained in this news release, other than historical information, contains forward-looking statements and is subject to a number of risk factors, uncertainties, and assumptions. Risk factors that could affect these statements include, but are not limited to, the following: the availability of raw materials and the effects of changing

raw material prices on the Company’s results of operations; energy prices and usage; changing demand for the Company’s products and services; changes in the liquidity of the capital and credit markets; risks associated with the integration and performance of acquisitions; and changes in interest and tax rates. In addition, such forward-looking statements could also be affected by general industry and market conditions, as well as macroeconomic factors including government monetary and trade policies, such as tariffs and expiration of tax credits along with currency fluctuations and general political conditions. Other risks and uncertainties that arise from time to time are described in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law or regulation.

Contact

Timothy Murphy

Chief Financial Officer

716-826-6500 ext. 3277

tfmurphy@gibraltar1.com

LHA Investor Relations

Jody Burfening/Carolyn Capaccio

(212) 838-3777

rock@lhai.com

XML

COVER PAGE COVER PAGE	Jan. 17, 2020
Cover page. [Abstract]
Document Type	8-K
Document Period End Date	Jan. 17, 2020
Entity Registrant Name	GIBRALTAR INDUSTRIES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-22462
Entity Tax Identification Number	16-1445150
Entity Address, Address Line One	3556 Lake Shore Road
Entity Address, Address Line Two	P.O. Box 2028
Entity Address, City or Town	Buffalo
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14219-0228
City Area Code	716
Local Phone Number	826-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	ROCK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000912562
Amendment Flag	false