XML 66 R12.htm IDEA: XBRL DOCUMENT v2.4.0.8
Acquisitions
9 Months Ended
Sep. 30, 2012
Acquisitions [Abstract]  
Acquisitions

4. ACQUISITIONS

In September 2013, the Company purchased the assets of a domestic designer and distributor of solar-powered roof and attic ventilation products. The results of this acquisition have been included in the Company's consolidated financial results since the date of acquisition. The fair value of the aggregate purchase consideration for the assets acquired was $7,519,000. As part of the purchase agreement, the Company is required to pay additional consideration based on the acquisition's net sales and operating results through the last day of the twenty-fourth month following the closing date of the acquisition. The Company expects to make any payments of additional consideration payment through the end of 2015 and has recorded a payable of $2,322,000 to reflect the fair value of the Company's obligation as of September 30, 2013. Future adjustments to this payable will be reflected in the Company's Statement of Operations.

The purchase price for the acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values. As of September 30, 2013, the Company has not received the final valuation of the acquisition's assets and liabilities. Any necessary adjustments to the purchase price allocation based on the results of the final valuation will be made in the next reporting period. The excess consideration was recorded as goodwill and totaled $2,466,000, 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 2013 are as follows (in thousands):

Working capital $ 2,730
Property, plant, and equipment   153
Acquired intangible assets   2,170
Goodwill   2,466
Fair value of purchase consideration $ 7,519

 

The intangible assets acquired in this acquisition consisted of the following (in thousands):

      Estimated
    Fair Value Useful Life
Trademarks $ 640 Indefinite
Technology   260 15 Years
Customer relationships   1,130 15 Years
Non-compete agreements   140 5 Years
Total $ 2,170  

 

During 2012, the Company purchased the assets of four businesses in separate transactions. 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 transportation 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.

 
The Company funded the investment from cash on hand including a $146,000 payment during 2013 for working capital settlements for acquisitions closed in 2012. In the first quarter of 2012, $2,705,000 was paid for the metal grating product assets acquired. The purchase price for each 2012 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 $15,263,000, all of which is deductible for tax purposes.

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

Working capital $ 8,868  
Property, plant, and equipment   9,682  
Acquired intangible assets   10,183  
Other liabilities   (733 )
Goodwill   15,263  
Fair value of purchase consideration $ 43,263  

 

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 $ 4,470 5-15 Years
Unpatented technology and patents   2,313 15 Years
Trademarks   2,130 Indefinite
Amortizable trademarks   800 5 Years
Non-compete agreements   340 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 $76,000 and $81,000 for the three months ended September 30, 2013 and 2012, respectively, and $196,000 and $193,000 for the nine months ended September 30, 2013 and 2012, respectively. All acquisition-related costs were recognized as a component of selling, general, and administrative expenses in the consolidated statement of operations. The Company also recognized additional cost of sales of $69,000 and $58,000 for the three months ended September 30, 2013 and 2012, respectively, and $272,000 and $207,000 for the nine months ended September 30, 2013 and 2012, respectively, related to the sale of inventory at fair value as a result of allocating the purchase price of the recent acquisitions.