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Acquisitions
3 Months Ended
Mar. 31, 2013
Acquisitions [Abstract]  
Acquisitions

4. ACQUISITIONS

During 2012, Gibraltar purchased the assets of four businesses in separate transactions, one of which occurred during the first quarter of 2012. The acquired product lines complement and expand the Company's product portfolio and customer base in four key U.S. and Canadian markets:

  • Metal grating products for the oil sands region of Western Canada;

  • Function-critical components for public infrastructure construction and maintenance;

  • Perforated metal products for industrial applications; and

  • Exterior, retractable awnings and sun protection accessory products for new residential construction and home remodeling.

Gibraltar funded the aggregate investment of $43,117,000 from existing cash on hand. The purchase price for each acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess consideration was recorded as goodwill and totaled $15,240,000, all of which is deductible for tax purposes. Goodwill represents future economic benefits arising from other assets acquired that could not be individually identified including growth opportunities and increased presence in the building products markets.

The allocation of purchase consideration to the assets acquired and liabilities assumed during 2012 are as follows (in thousands):

       
Working capital   8,745  
Property, plant, and equipment   9,682  
Acquired intangible assets   10,183  
Other liabilities   (733 )
Goodwill   15,240  
Fair value of purchase consideration $ 43,117  

 

The acquired intangible assets consisted of the following for the four acquisitions completed during the year ended December 31, 2012 (in thousands):

       
      Estimated
    Fair Value Useful Life
Customer relationships   4,480 5-15 Years
Unpatented technology and patents $ 2,313 15 Years
Trademarks   2,110 Indefinite
Amortizable trademarks   800 5 Years
Non-compete agreements   350 5-10 Years
Backlog   130 0.5 Years
Total $ 10,183  

 

 

The Company incurred certain acquisition-related costs, primarily composed of legal and consulting fees of $117,000, and $80,000 for the three months ended March 31, 2013 and 2012, respectively. All acquisition related costs were recognized as a component of selling, general and administrative expenses on the consolidated statement of operations. The Company also recognized additional cost of sales of $203,000 and $60,000 for the three months ended March 31, 2013 and 2012, respectively, related to the recognition of inventory at fair value when allocating the purchase price of the acquisitions.