SEC Comment Letter for GIBRALTAR INDUSTRIES, INC. (ROCK) (CIK 0000912562) (ROCK) — Jul 15, 2010
GIBRALTAR INDUSTRIES, INC. (ROCK) (CIK 0000912562)
Date: July 15, 2010 · CIK: 0000912562 · Accession: 0000000000-10-039941
AI Filing Summary & Sentiment
Referenced dates: June 8, 2010, June 8, 2010
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE Mail Stop 4631 July 15, 2010 Kenneth W. Smith Senior Vice President and Chief Financial Officer Gibraltar Industries, Inc. 3556 Lake Shore Road, P.O. Box 2028 Buffalo, New York 14219 Re: Gibraltar Industries, Inc. Form 10-K for Fiscal Year Ended December 31, 2009 File No. 0-22462
Dear Mr. Smith: We have reviewed your responses and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009
Note 5. Goodwill and Related Intangible Assets, page 59
1. We note your response to prior comment 2. For each repo rting unit, please provide us the following information: • The amount of goodwill allocated. • The percentage by which the estimated fair value of each reporting unit exceeds its carrying value. • The significant assumptions that drive the estimated fair values of each reporting unit.
Kenneth Smith Gibraltar Industries, Inc. July 15, 2010 Page 2 • Your basis for determining the si gnificant assumptions, including a comparison of the assumptions with prior and subsequent results. • If applicable, changes in key assump tions for any impairment analysis performed subsequent to October 31, 2009.
2. We note your net book value is significantl y greater than the figure you present as the fair value of equity of your reporti ng units that you compare to your market capitalization in your response. Please explain this difference, including why the higher net book value does not indicate an impairment. Also, please reconcile your net book value to your market capitalization. Item 9A. Controls and Procedures, page 90
3. We note your confirmation in response to comment four in our letter dated June 8, 2010. Please supplementally confirm th at your management’s conclusion regarding the effectiveness of your disclosure controls and procedures was based on the definition set forth in Rules 13a- 15(e) and 15d-15(e) under the Exchange Act. In this regard, we note that the confirmation you provided does not fully conform to the definition se t forth in those rules.
Item 15. Exhibits and Financia l Statement Schedules, page 93 4. We note your response to comment six in our letter dated June 8, 2010. Please confirm that concurrent with the fili ng of the complete copy of your Third Amended and Restated Credit Agreement dated July 24, 2009, you will file a confidential treatment request covering any redacted porti ons of such agreement.
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
Kenneth Smith Gibraltar Industries, Inc. July 15, 2010 Page 3 You may contact Bret Jo hnson, Staff Accountant, at (202) 551-3753 or Anne McConnell, Senior Staff Acc ountant, at (202) 551-3709 if you have questions regarding our comments on the financial statements and related items. Please contact Hagen Ganem, Staff Attorney, at (202) 551-3330 or Craig Slivka, Special Counsel, at (202) 551- 3729 with any other questions.
Sincerely, John Cash Accounting Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631
DIVISION OF
CORPORATION FINANCE
Mail Stop 4631 July 15, 2010 Kenneth W. Smith Senior Vice President and Chief Financial Officer Gibraltar Industries, Inc.
3556 Lake Shore Road, P.O. Box 2028 Buffalo, New York 14219
Re: Gibraltar Industries, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009
File No. 0-22462
Dear Mr. Smith:
We have reviewed your responses and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009
Note 5. Goodwill and Related Intangible Assets, page 59
1. We note your response to prior comment 2. For each repo rting unit, please
provide us the following information:
• The amount of goodwill allocated.
• The percentage by which the estimated fair value of each reporting unit
exceeds its carrying value.
• The significant assumptions that drive the estimated fair values of each
reporting unit.
Kenneth Smith
Gibraltar Industries, Inc.
July 15, 2010
Page 2
• Your basis for determining the si gnificant assumptions, including a
comparison of the assumptions with prior and subsequent results.
• If applicable, changes in key assump tions for any impairment analysis
performed subsequent to October 31, 2009.
2. We note your net book value is significantl y greater than the figure you present as
the fair value of equity of your reporti ng units that you compare to your market
capitalization in your response. Please explain this difference, including why the
higher net book value does not indicate an impairment. Also, please reconcile
your net book value to your market capitalization.
Item 9A. Controls and Procedures, page 90
3. We note your confirmation in response to comment four in our letter dated June 8,
2010. Please supplementally confirm th at your management’s conclusion
regarding the effectiveness of your disclosure controls and procedures was based
on the definition set forth in Rules 13a- 15(e) and 15d-15(e) under the Exchange
Act. In this regard, we note that the confirmation you provided does not fully
conform to the definition se t forth in those rules.
Item 15. Exhibits and Financia l Statement Schedules, page 93
4. We note your response to comment six in our letter dated June 8, 2010. Please
confirm that concurrent with the fili ng of the complete copy of your Third
Amended and Restated Credit Agreement dated July 24, 2009, you will file a
confidential treatment request covering any redacted porti ons of such agreement.
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please furnish a letter that keys your responses to our
comments and provides any requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments after reviewing your
responses to our comments.
Kenneth Smith
Gibraltar Industries, Inc. July 15, 2010
Page 3
You may contact Bret Jo hnson, Staff Accountant, at (202) 551-3753 or Anne
McConnell, Senior Staff Acc ountant, at (202) 551-3709 if you have questions regarding
our comments on the financial statements and related items. Please contact Hagen
Ganem, Staff Attorney, at (202) 551-3330 or Craig Slivka, Special Counsel, at (202) 551-
3729 with any other questions.
Sincerely, John Cash Accounting Branch Chief