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United States securities and exchange commission logo
May 26, 2021
Timothy F. Murphy
Senior Vice President and Chief Financial Officer
Gibraltar Industries, Inc.
3556 Lake Shore Road
Buffalo, New York 14219
Re: Gibraltar
Industries, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2020
Filed February 25,
2021
File No. 000-22462
Dear Mr. Murphy:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Notes to the Financial Statements
(6) Acquisitions, page 52
1. We note your company
purchased all the outstanding stocks of TerraSmart LLC for the
consideration of $228.2
million on December 31, 2020. Please provide us with an
analysis that you are
not required to file Rule 3-05 financial statements and pro forma
financial information
under Article 11 of Regulation S-X.
2. During 2020, your
company purchased substantially all of the assets of Architectural
Mailboxes LLC, Delta
Separations, LLC, and Thermo Energy Systems, Inc in three
separate transactions.
We also note the aggregate purchase price was $81.2 million,
resulting in $58.3
million in goodwill under purchase accounting. Please explain to us
why these acquisitions
are subject to accounting under ASC 805. Please provide us with
Timothy F. Murphy
Gibraltar Industries, Inc.
May 26, 2021
Page 2
analyses based on the criteria described in ASC 805-10-55-3A through
55-6 and 805-10-
55-8 through 55-9.
3. As for your company's acquisition of substantially all of the assets
of Thermo Energy
Systems, Inc., please explain why the acquisition resulted in $18.7
million of goodwill
when the purchase price was $7.3 million.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Andi Carpenter at 202-551-3645 or John Cash, Accounting
Branch
Chief at 202-551-3768 with any questions.
FirstName LastNameTimothy F. Murphy Sincerely,
Comapany NameGibraltar Industries, Inc.
Division of
Corporation Finance
May 26, 2021 Page 2 Office of
Manufacturing
FirstName LastName