rock-20201231

Certain information set forth herein includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and, therefore, are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, competition, strategies and the industries in which we operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in Item 1A “Risk Factors.” Those factors should not be construed as exhaustive and should be read with the other cautionary statements in Item 1A “Risk Factors.” Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained herein. In addition, even if our results of operations, financial condition and liquidity and the development of the industries in which we operate are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that we make herein speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

While the Company continues to encounter challenges and uncertainty associated with COVID-19, the pandemic did not have a material adverse effect on our reported results during 2020. While most of our operations have been considered essential businesses and all have remained open during the pandemic outside of a few days, the decision to keep our team intact despite some initial market softness for certain businesses put us in a position to deliver revenue and earnings growth throughout 2020. Our top priority continues to be focused on our organization - keeping our team and their families as safe as possible, our supply chain operating well, and providing a high level of responsiveness to customer needs. We will continue to proactively execute our pandemic “playbook” as we enter 2021 and make adjustments to our operating protocols as navigate forward. The extent to which our operations will be impacted by the outbreak will largely depend on future developments, which remain uncertain and challenging to predict, including new requirements or regulations mandated by government authorities. Refer to the Company's Outlook section in this management discussion and analysis for consideration relative to future periods.

We strive to improve our offerings of products by introducing new products, enhancing existing products, adjusting product specifications to respond to commercial building codes and regulatory changes, and providing solutions to contractors and end users. New products introduced in recent years include screw-based racking solutions, software solutions to optimize solar energy investments, botanical oil extraction systems, single-axis tracker systems, metal framed structures for car washes, and solar racking systems for carports and canopies. Our screw-based racking solutions offer rapid installation on any terrain. Our new software solution enables our team to optimize solar project design, utilizing solar irradiance data and topography analysis to quickly and automatically generate multiple potential layouts for complex projects Our botanical oil extraction systems provide equipment for extracting plant oils for hemp, cannabis, and nutraceutical processors. The single-axis tracker systems within our solar mounting solutions group provide flexibility to adapt to a variety of site conditions that impact tracker site designs when using other solutions in the market and can vastly reduce the costs associated with civil work on projects. The patented design eliminates complexities incorporated in the traditional systems, simplifying the operations and maintenance of the system, along with streamlining the installation process. Our car washes serve a market preference for light- transparent structures. Solar racking systems for carports serve as protection for cars from the effects of the sun and intense heat while providing a renewable energy source. Similarly, solar racking systems installed on idle land, such as solid waste landfills, or on challenging, rocky terrain, converts such land into a useful property by providing clean renewable power generating capabilities.

Our Residential Products segment services the residential repair and remodeling and to a lesser extent the new housing construction markets in North America with products including roof and foundation ventilation products, centralized mail systems and electronic package solutions, outdoor living products (retractable sun-shades), rain dispersion products and other construction accessories. Our residential product offerings are sold through a number of sales channels including major retail home centers, building material wholesalers, building product distributors, buying groups, roofing distributors, residential contractors, property management companies and postal services distributors and providers. This segment operates 12 manufacturing facilities throughout the United States, giving it a base of operations to provide manufacturing capability of high quality products, customer service, delivery and technical support to a broad network of regional and national customers across North America.

Gibraltar recognizes the importance of engaging employees through consistent and continuous communication such that the team clearly understands the Company's vision, strategy, and key priorities. Every quarter, our CEO conducts a live "Town Hall" meeting for the entire organization with a standard agenda reviewing ethics and compliance, safety performance, business performance, community service initiatives, employee recognition, and concludes with a live Questions & Answers session. After each Town Hall meeting, our team is surveyed for feedback on ways to improve the meeting. As well, each Gibraltar business leader is required to develop and execute a similar communication plan for their business. In 2020, we also conducted an employee engagement survey to solicit input about our brand, company reputation, and culture. The results of the survey will contribute to Gibraltar's brand assessment initiative as well as further strengthen our internal communication process. Ultimately,

Our business, financial condition and results of operations, and the market price for the Company's common shares are subject to numerous risks, many of which are driven by factors that cannot be controlled or predicted. The following discussion, as well as other sections of this Annual Report on Form 10-K, including “Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations,” describe certain business and other risks affecting the Company. In conjunction with reviewing the forward-looking statements and other information contained in this Annual Report on Form 10-K, consideration should be given to the risk factors described below as well as those in the Safe Harbor Statement at the beginning of this Annual Report on Form 10-K.These risks are not the only risks we face. Our business operations and the market for our securities could also be adversely affected by additional factors that are not presently known to us, or that we currently consider to be immaterial in our operations.

Some of our construction contracts with customers involve subcontracts with other companies that perform a portion of the services or provide systems that are integral to the end product that we provide to our customers. There is a risk that our subcontractors may not perform their contractual obligations, and therefore may cause disputes regarding the quality and timeliness of work performed by our subcontractors or other customer concerns with the subcontractor. Any such disputes or concerns could materially and adversely impact our ability to perform our obligations as the prime contractor. Similarly, the failure by our suppliers to deliver raw materials, components or equipment parts according to schedule, or at all, may affect our ability to meet our customers' needs and may have an adverse effect upon our profitability. Failure of our raw materials or components to conform to our specification could also result in delays in our ability to timely deliver, and may have an adverse impact on our relationships with our customers, and our ability to fully realize the revenue expected from sales to those customers.

Due to the increasing number and sophistication of attempted intrusions and attacks on Company networks, cyber-based attacks will continue and we will likely experience increasing numbers of them going forward. We continue to make investments and adopt measures designed to enhance our protection, detection, response, and recovery capabilities, and to mitigate potential risks to our technology, products, services and operations from potential cyber-attacks. However, given the unpredictability, sophistication and scope of cyber-attacks, it is possible that potential vulnerabilities could go undetected for an extended period. We could potentially be subject to production downtimes, operational delays, other detrimental impacts on our operations or ability to provide products and services to our customers, the theft of confidential or otherwise protected information, misappropriation of assets, destruction or corruption of data, security breaches, other manipulation or improper use of our or third-party systems, networks or products, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation. Due to the evolving nature of such risks, the impact of any potential incident cannot be predicted, but under certain circumstances could materially and adversely affect our competitive position, results of operations and cash flows.

The COVID-19 pandemic began to impact our operations late in the first quarter of 2020 as government authorities imposed mandatory closures, work from home orders and social distancing protocols. While vaccinations against COVID-19 have been developed, they are not yet widely available. In addition new strains of the COVID-19 virus have been identified which may be resistant to vaccines or have higher morbidity rates than the initially identified strain of the virus. As a result, we cannot predict when the impact of COVID-19 on our business will end. We have adjusted our work environments to improve airflow and implement required social distancing protocols. COVID-19 may further impact our operations by causing delays in our receipt of raw materials and other product components due to disruptions in our supply chain, limiting access to our distribution channels, reducing the availability of our workforce and subcontractors through government mandated closures or work from home orders and increasing the frequency of cyber attacks on our information technology infrastructure. The unpredictable changes in our supply chain or our production capacity and customer demand resulting from the COVID-19 pandemic may pose material risk to our results of operations, financial condition, and cash flows. We are continuously monitoring the impact of COVID-19 on our business and operations and taking action to mitigate the risks involved. However, prolonged disruption to the economy and the end markets we serve may have a material adverse impact our business, results of operations, financial condition, and cash flows.

Our operations and facilities are subject to a variety of stringent federal, state, local, and foreign laws and regulations relating to the protection of the environment and human health and safety. Compliance with these laws and regulations sometimes involves substantial operating costs and capital expenditures, and failure to maintain or achieve compliance with these laws and regulations or with the permits required for our operations could result in substantial costs and liabilities, such as fines and civil or criminal sanctions, third-party claims for property damage or personal injury, cleanup costs or temporary or permanent discontinuance of operations, including claims arising from the businesses and facilities that we have sold. For certain businesses we have divested, we have provided limited indemnifications for environmental contamination to the successor owners. We have also acquired and continue to acquire businesses and facilities to add to our operations. While we sometimes receive indemnification for pre-existing environmental contamination, the party providing the indemnification may not have sufficient resources to cover the cost of any required measures. Certain facilities of ours have been in operation for many years and we may be liable for remediation of any contamination at our current or former facilities; or at off-site locations where wastes have been sent for disposal, regardless of fault or whether we, our predecessors or others are responsible for such contamination. We have been responsible for remediation of contamination at some of our locations, and while such costs have not been material to date, the cost of remediation of any of these and any newly-discovered contamination cannot be quantified, and we cannot assure you that it will not materially affect our profits or cash flows. Changes in environmental laws, regulations or enforcement policies, including without limitation new or additional regulations affecting disposal of hazardous substances and waste, greenhouse gas emissions or use of fossil fuels, could have a material adverse effect on our business, financial condition, or results of operations.

In 2018, the United States imposed Section 232 tariffs on certain steel (25%) and aluminum (10%) products imported into the U.S. These tariffs have created volatility in the market and have increased the costs of these inputs. Increased costs for imported steel and aluminum products have led domestic sellers to respond with market-based increases to prices for such inputs as well. The new tariffs, along with any additional tariffs or trade restrictions that may be implemented by the U.S. or other countries, could result in further increased costs, shifting in competitive positions and a decreased available supply of steel, resins and aluminum as well as additional imported components and inputs. We may not be able to pass price increases on to our customers and may not be able to secure adequate alternative sources of steel, resins and aluminum on a timely basis. While retaliatory tariffs imposed by other countries on U.S. goods have not yet had a significant impact, we cannot predict further developments. The tariffs could adversely affect the income from operations for some of our businesses and customer demand for some of our products which could have a material adverse effect on our consolidated results of operations, financial position and cash flows.

We believe that our cash on hand and available borrowing capacity provided under our Sixth Amended and Restated Credit Agreement (the "Senior Credit Agreement") provide us with ample liquidity and capital resources to weather the economic impacts of the COVID-19 pandemic while continuing to invest in operational excellence, growth initiatives and the development of our organization. After pausing earlier in the year as the pandemic unfolded, we continued with our strategic initiatives to invest in opportunities that strengthen our business platforms for the markets we serve through the acquisitions of Architectural Mailboxes, Sunfig and TerraSmart in the fourth quarter of 2020. We continue to remain focused on managing our working capital, which may include adjusting scheduled deliveries of inventory to match current demand levels, closely monitoring customer credit and collection activities, and working to extend payment terms. We believe our liquidity, together with the cash expected to be generated from operations, should be sufficient to fund working capital needs and growth initiatives.

Revenue recognized on contracts over time using the cost-to-cost method for measuring progress is recognized as work progresses toward completion based on the ratio of cumulative costs incurred to date to estimated total contract costs at completion. Revenues are recognized proportionally as costs are incurred under this method. Estimates of the total costs at completion for the performance obligations involve subjective judgment and estimation to determine total costs expected to be incurred by the time the performance obligation has been completed and accepted by the customer. The estimates of total costs to be incurred at completion of each contract are sensitive to significant judgments and assumptions, such as the expected costs to complete installation, which are affected by customer site-specific conditions as well as availability and cost of third-party contractors to complete the installation process. These estimates, judgments and assumptions impact the timing and amount of net sales and cost of sales recognized on in-progress performance obligations with customers. We continuously review our estimates and the progress and performance of the performance obligation for substantially all contracts that we recognize revenue over time under the cost-to-cost method. Any adjustments or changes in these estimates affecting sales, costs and profits are recognized in the period in which the change becomes known using the cumulative catch-up method of accounting, resulting in the cumulative effect of changes reflected in the period. A significant change in an estimate on one or more contracts could have a material effect on our results of operations.

During interim periods, we evaluate the potential for goodwill impairment using a qualitative assessment by considering factors such as, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, entity specific factors such as strategy, changes in key personnel, and overall financial performance. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative impairment test. During 2020, the Company considered the current and future macroeconomic and market conditions, along with its current market capitalization, projected cash flows and internal and external forecasts, and projections relating to the impact of the COVID-19 pandemic on each of its reporting units. The Company determined that a triggering event has not occurred which would require an interim impairment test to be performed. During the interim periods of 2020, we concluded that no indicators of impairment existed at interim dates and did not perform any quantitative interim impairment tests related to goodwill and indefinite-lived intangible assets.

The annual quantitative goodwill impairment test requires subjective and complex judgment due to the significant estimation required in determining the fair value of the reporting units and the fair value of indefinite-lived intangible assets. Reporting unit fair value estimates include significant assumptions such as: revenue growth rates, operating margins, company-specific risk premiums used in the weighted-average cost of capital, and EBITDA multiples, which are affected by expectations about future market or economic conditions. The fair value estimates for indefinite-lived intangible assets include significant assumptions such as revenue growth rates and estimated royalty rates, which are affected by the market for comparable intellectual property licensing arrangements and expectations about future market or economic conditions. The Company performs sensitivity analysis on significant assumptions to evaluate how changes in the estimated fair values of reporting units and indefinite-lived intangible assets respond to changes in assumptions, specifically the revenue growth rates and the weighted-average cost of capital.

With respect to determining the fair value of assets, the most subjective estimates involve valuations of long-lived assets, such as identified intangible assets and property, plant, and equipment. We use all available information to make these fair value determinations and engage independent valuation specialists to assist in the fair value determination of the acquired long-lived assets. The fair values of long-lived assets are determined using valuation techniques that use discounted cash flow methods, independent market appraisals, and other acceptable valuation techniques. The significant assumptions used to estimate the value of the intangible assets included discount rates, customer attrition, and certain assumptions that form the basis of the forecasted results (e.g., revenue growth rates and operating profit margin). The significant assumptions related to estimating the fair value of the intangible assets above are forward looking and could be affected by future economic market conditions.


						Revenue Recognition on Contracts
Description of the Matter						During the year ended December 31, 2020, the amount of revenue recognized over time was $415.8 million. As discussed in Note 1 to the consolidated financial statements, the Company’s revenue on contracts is accounted for based on the cost-to-cost input measure of progress, whereby the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Auditing management’s estimates to complete for certain components is especially subjective due to significant judgment required in estimating the remaining costs to complete. Factors inherent in the estimation process include direct labor hours, direct material costs, and other direct costs. Due to uncertainties attributed to such factors, a significant change in an estimate on one or more contracts could have a material effect on the Company’s results of operations.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement relating to the measurement and valuation of the Company’s review of estimated costs to complete, including the determination of the underlying significant assumptions and the completeness and accuracy of the open contracts reviewed. For example, we tested controls over management’s quarterly review of the cost estimates, monthly review of open contracts and completed contracts, and review over the cost estimates used to develop initial cost estimates on projects. To test the amount of revenue recognized from contracts, our audit procedures included, among others, assessing whether the performance obligations identified were appropriately recognized on an over time basis through inspection of the contract and inquiry from program management regarding the nature and scope of work and testing the completeness and accuracy of the data underlying the determination of the amount of revenue recognized in the current period. To assess the over time revenue recognition, we tested that the actual costs incurred on the project are complete and accurate through agreement to supporting evidence. Our testing of the assumptions included a combination of confirmation of contract terms, billings, and project status directly with customers, inquiries of the program management and financial personnel, inspection of evidence to support future estimated costs, performance of an analysis of actual gross margin on completed contracts compared to prior estimates, evaluation of subsequent year-end expenses incurred on projects, and assessment of the historical accuracy of management’s estimates by analyzing changes in project gross margins during project lifecycles and determining if those changes were driven by cost factors that should have been known or could have been reasonably estimated at project inception.
						Valuation of Goodwill
Description of the Matter						At December 31, 2020, the Company’s goodwill was $536.8 million. As discussed in Notes 1 and 7 of the consolidated financial statements, the Company tests goodwill for impairment at the reporting unit level on an annual basis or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company may elect to perform a qualitative assessment or a quantitative test for impairment. In its quantitative tests the Company used the discounted cash flow method to estimate the fair value of its reporting units. The discounted cash flow method incorporates various assumptions, the most significant being projected revenue growth rates and the weighted-average cost of capital. If the carrying value of the reporting unit exceeds its fair value, goodwill impairment is measured as the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. Auditing management’s annual goodwill impairment test was especially subjective due to the significant estimation required to determine the fair value of certain reporting units tested using the quantitative assessment. The fair value estimates for certain reporting units were sensitive to significant assumptions inherent in the Company’s discounted estimated future cash flows, such as changes in the weighted average cost of capital, revenue growth rate, operating margin, working capital and terminal value, which are affected by expectations about future market or economic conditions.


How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. To test the estimated fair value of the Company’s reporting units that applied a quantitative assessment, we performed audit procedures with the assistance of our valuation professionals that included, among others, assessing the methodology used and testing the significant assumptions discussed above and the underlying data used in the impairment analysis. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to the Company’s business model, customer base or product mix and other factors would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the aggregate fair value of the reporting units that would result from changes in the assumptions. We considered the relationship between the fair value of the Company’s reporting units to the market capitalization of the Company as of the annual impairment testing date.
						Accounting for Acquisitions
Description of the Matter						As discussed in Note 6 of the consolidated financial statements, during 2020, the Company completed five acquisitions in separate transactions, for which the aggregate consideration was $313.3 million. All five transactions were accounted for as business combinations. Auditing the Company’s accounting for its acquisitions was complex due to the significant estimation uncertainty in the Company’s preliminary determination of the fair values of the acquired intangible assets aggregating $90.0 million. The Company used discounted cash flow methods and independent market appraisals to estimate the preliminary fair value of acquired intangible assets. The significant assumptions used to estimate the value of the intangible assets included discount rates, customer attrition, and certain assumptions that form the basis of the forecasted results (e.g., revenue growth rates and operating profit margin). The significant assumptions related to estimating the fair value of the intangible assets above are forward looking and could be affected by future economic market conditions.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for acquisitions. For example, we tested controls over the recognition and measurement of consideration transferred and acquired intangible assets, including the valuation models and underlying assumptions used to develop such estimates. To test the fair value of the estimated preliminary fair value of the acquired intangible assets, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions used by the Company’s valuation specialists and evaluating the completeness and accuracy of the underlying data. For example, we compared the significant assumptions to current industry, market and economic trends, to the assumptions used to value similar assets in other acquisitions, to the historical results of the acquired business and to other guidelines used by companies within the same industry. We involved our valuation specialists to assist in our evaluation of the methodology used by the Company and significant assumptions and to assist with reconciling the prospective financial information with other prospective financial information prepared by the Company.


	Years Ended December 31,
	2020		2019		2018
Net sales	$	1,032,578	$	898,233	$	837,097
Cost of sales	776,235		678,336		626,171
Gross profit	256,343		219,897		210,926
Selling, general, and administrative expense	149,153		139,085		128,233
Intangible asset impairment	—		—		1,552
Income from operations	107,190		80,812		81,141
Interest expense, net	703		2,323		10,709
Other (income) expense	(1,272)		408		3,309
Income before taxes	107,759		78,081		67,123
Provision for income taxes	24,468		18,153		13,011
Income from continuing operations	83,291		59,928		54,112
Discontinued operations:
(Loss) income before taxes	(16,602)		6,682		12,822
Provision for income taxes	2,123		1,519		3,125
(Loss) income from discontinued operations	(18,725)		5,163		9,697
Net income	$	64,566	$	65,091	$	63,809
Net earnings per share – Basic:
Income from continuing operations	$	2.55	$	1.85	$	1.69
(Loss) income from discontinued operations	(0.57)		0.16		0.31
Net income	$	1.98	$	2.01	$	2.00
Weighted average shares outstanding – Basic	32,664		32,389		31,979
Net earnings per share – Diluted:
Income from continuing operations	$	2.53	$	1.83	$	1.66
(Loss) income from discontinued operations	(0.57)		0.16		0.30
Net income	$	1.96	$	1.99	$	1.96
Weighted average shares outstanding – Diluted	32,918		32,722		32,534


	December 31, 2020		December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	32,054	$	191,363
Accounts receivable, net of allowance of $3,529 and $5,951	197,990		133,895
Inventories, net	98,307		61,957
Prepaid expenses and other current assets	19,671		18,959
Assets of discontinued operations	77,438		30,928
Total current assets	425,460		437,102
Property, plant, and equipment, net	89,562		78,152
Operating lease assets	25,229		21,201
Goodwill	514,279		307,355
Acquired intangibles	156,365		76,734
Other assets	1,599		1,980
Assets of discontinued operations	—		61,926
	$	1,212,494	$	984,450
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	134,738	$	72,628
Accrued expenses	83,505		86,597
Billings in excess of cost	34,702		47,598

Liabilities of discontinued operations	49,295		22,374
Total current liabilities	302,240		229,197
Long-term debt	85,636		—
Deferred income taxes	39,057		35,404
Non-current operating lease liabilities	17,730		14,943
Other non-current liabilities	24,026		21,272
Liabilities of discontinued operations	—		9,670
Shareholders’ equity:
Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding	—		—
Common stock, $0.01 par value; authorized 50,000 shares; 33,568 and 33,192 shares issued in 2020 and 2019	336		332
Additional paid-in capital	304,870		295,582
Retained earnings	469,943		405,668
Accumulated other comprehensive loss	(2,461)		(5,391)
Cost of 1,028 and 906 common shares held in treasury in 2020 and 2019	(28,883)		(22,227)
Total shareholders’ equity	743,805		673,964
	$	1,212,494	$	984,450


	Years Ended December 31,
	2020		2019		2018
Cash Flows from Operating Activities
Net income	$	64,566	$	65,091	$	63,809
(Loss) income from discontinued operations	(18,725)		5,163		9,697
Income from continuing operations	83,291		59,928		54,112
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	20,915		17,557		17,439
Intangible asset impairment	—		—		1,552
Gain on sale of business	(1,881)		—		—
Stock compensation expense	8,173		12,570		9,189

Exit activity costs, non-cash	493		408		1,344
Provision for deferred income taxes	3,786		4,120		4,725
Other, net	1,944		5,399		1,759
Changes in operating assets and liabilities (excluding the effects of acquisitions):
Accounts receivable	2,277		(11,256)		9,665
Inventories	(5,719)		14,272		(12,322)
Other current assets and other assets	5,467		(9,306)		38
Accounts payable	(1,160)		4,804		(5,491)
Accrued expenses and other non-current liabilities	(44,570)		14,040		2,351
Net cash provided by operating activities of continuing operations	73,016		112,536		84,361
Net cash provided by operating activities of discontinued operations	16,088		17,399		13,184
Net cash provided by operating activities	89,104		129,935		97,545
Cash Flows from Investing Activities
Purchases of property, plant, and equipment	(13,068)		(8,776)		(10,368)
Acquisitions, net of cash acquired	(313,686)		(8,595)		(5,241)
Net proceeds from sale of property and equipment	77		92		348
Net proceeds from sale of business	2,000		—		—

Net cash used in investing activities of continuing operations	(324,677)		(17,279)		(15,261)
Net cash (used in) provided by investing activities of discontinued operations	(2,033)		(2,394)		712
Net cash used in investing activities	(326,710)		(19,673)		(14,549)
Cash Flows from Financing Activities
Long-term debt payments	—		(212,000)		(400)
Proceeds from long-term debt	85,000		—		—

Payment of debt issuance costs	—		(1,235)		—
Purchase of treasury stock at market prices	(6,656)		(4,305)		(7,165)

Net proceeds from issuance of common stock	1,119		490		1,385
Net cash provided by (used in) financing activities	79,463		(217,050)		(6,180)
Effect of exchange rate changes on cash	(1,166)		1,145		(2,090)
Net (decrease) increase in cash and cash equivalents	(159,309)		(105,643)		74,726
Cash and cash equivalents at beginning of year	191,363		297,006		222,280
Cash and cash equivalents at end of year	$	32,054	$	191,363	$	297,006


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock			Total Shareholders’ Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2017	32,332	$	323	$	271,957	$	274,562	$	(4,366)	615	$	(10,757)	$	531,719
Net income	—	—		—		63,809		—		—	—		63,809
Foreign currency translation adjustment	—	—		—		—		(3,241)		—	—		(3,241)
Minimum pension and post retirement benefit plan adjustments, net of taxes of $225	—	—		—		—		723		—	—		723
Stock compensation expense	—	—		9,189		—		—		—	—		9,189
Cumulative effect of accounting change	—	—		—		624		(350)		—	—		274
Net settlement of restricted stock units	460	5		(5)		—		—		181	(7,165)		(7,165)
Issuance of restricted stock	7	—		—		—		—		—	—		—
Stock options exercised	88	1		1,384		—		—		—	—		1,385
Balance at December 31, 2018	32,887	$	329	$	282,525	$	338,995	$	(7,234)	796	$	(17,922)	$	596,693
Net income	—	—		—		65,091		—		—	—		65,091
Foreign currency translation adjustment	—	—		—		—		1,766		—	—		1,766
Minimum post retirement benefit plan adjustments, net of taxes of $24	—	—		—		—		77		—	—		77
Stock compensation expense	—	—		12,570		—		—		—	—		12,570
Cumulative effect of accounting change	—	—		—		1,582		—		—	—		1,582
Net settlement of restricted stock units	255	3		(3)		—		—		110	(4,305)		(4,305)
Issuance of restricted stock	8	—		—		—		—		—	—		—
Stock options exercised	42	—		490		—		—		—	—		490
Balance at December 31, 2019	33,192	$	332	$	295,582	$	405,668	$	(5,391)	906	$	(22,227)	$	673,964
Net income	—	—		—		64,566		—		—	—		64,566
Foreign currency translation adjustment	—	—		—		—		3,301		—	—		3,301
Minimum post retirement benefit plan adjustments, net of taxes of $116	—	—		—		—		(371)		—	—		(371)
Stock compensation expense	—	—		8,173		—		—		—	—		8,173
Cumulative effect of accounting change (see Note 1)	—	—		—		(291)		—		—	—		(291)
Net settlement of restricted stock units	296	4		(4)		—		—		122	(6,656)		(6,656)
Issuance of restricted stock	4	—		—		—		—		—	—		—
Stock options exercised	76	—		1,119		—		—		—	—		1,119
Balance at December 31, 2020	33,568	$	336	$	304,870	$	469,943	$	(2,461)	1,028	$	(28,883)	$	743,805

As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Thermo Energy Systems Inc. (“Thermo”), Delta Separations, LLC and Teaching Tech, LLC (collectively “Delta Separations”) , Architectural Mailboxes LLC (“Architectural Mailboxes”), Sunfig Corporation (“Sunfig”), and TerraSmart LLC (“TerraSmart”), which are included in the 2020 consolidated financial statements of the Company and constituted 34.6% and 44.7% of total and net assets, respectively, as of December 31, 2020 and 8.0% and (7.0%) of net income, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Thermo, Delta Separations, Architectural Mailboxes, Sunfig, and TerraSmart.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

(a)

The following documents are filed as part of this Annual Report on Form 10K:

(1)

Consolidated Financial Statements:

(i)

Report of Independent Registered Public Accounting Firm

(ii)

Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019, and 2018

(iii)

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018

(iv)

Consolidated Balance Sheets as of December 31, 2020 and 2019

(v)

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018

(vi)

Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018

(vii)

Notes to Consolidated Financial Statements

(2)

Financial Statement Schedule:

(i)

Quarterly Unaudited Financial Data (included in notes to consolidated financial statements)

Schedules other than those listed above are omitted because they are not required, or because the required information is provided in the consolidated financial statements, including the notes thereto.

(3)

Exhibits Required by Item 601 of Regulation S-K: The list of exhibits to this Annual Report on Form 10-K is set forth on the attached Exhibit Index. Each management contract or compensatory plan or arrangement is identified as such in the Exhibit Index.

(b)

Exhibits:

The documents listed in the Exhibit Index are filed or furnished with this Annual Report on Form 10-K or incorporated by reference into this Annual Report on Form 10-K.

(c)

Financial Statement Schedule:

The financial statement schedule listed in Item 15(a)(2) above is filed with this Annual Report on Form 10-K.


Exhibit Index
No.						Exhibit

3.1						Certificate of Incorporation of Gibraltar Industries, Inc., as amended by: (i) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed October 27, 2004, (ii) Certificate of Change of Registered Agent and Registered Office of Gibraltar Industries, Inc. filed May 11, 2005, (iii) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. executed May 22, 2012, and (iv) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. executed May 11, 2015

3.2						Amended and Restated By Laws of Gibraltar Industries, Inc. effective January 1, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 5, 2015)

4.1						Specimen Common Share Certificate (incorporated by reference number to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Registration No. 33-69304))

4.2						Description of Registrant's Securities (incorporated by reference number to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)

10.1*						Correspondence dated December 17, 2018, from William P. Montague to William T. Bosway (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed January 7, 2019)

10.2*						Restrictive Covenants and Severance Agreement by and between Gibraltar Industries, Inc. and William T. Bosway, dated December 17, 2018 and effective January 2, 2019 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed January 7, 2019)

10.3*						Change in Control Agreement between the Company and William T. Bosway dated December 17, 2018 and effective January 2, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 7, 2019)

10.4*						Correspondence dated March 8, 2019, from William T. Bosway to Patrick M. Burns (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed March 19, 2019)

10.5*						Change in Control Agreement between the Company and Patrick M. Burns dated March 15, 2019 and effective March 18, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 19, 2019)

10.6*						Change in Control Agreement between the Company and Timothy F. Murphy (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 5, 2017)

10.7*						Gibraltar 401(k) Plan Amendment and Restatement Effective October 1, 2004 as amended by the First, Second, and Third Amendments to the Amendment and Restatement Effective October 1, 2004 (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)

10.8*						Gibraltar Deferred Compensation Plan Amended and Restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 24, 2009)

10.9*						Amended and Restated Gibraltar Industries, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 21, 2006), as amended by Second Amendment to Third Amendment and Restatement of Equity Incentive Plan, dated May 7, 2015 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed May 12, 2015)

10.10*						Gibraltar Industries, Inc. Omnibus Code Section 409A Compliance Policy, dated December 30, 2008 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 6, 2009)

10.11*						Summary Description of Annual Management Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 24, 2009)

10.12						Sixth Amendment and Restatement Credit Agreement dated January 24, 2019 among Gibraltar Industries, Inc. and Gibraltar Steel Corporation of New York, as borrowers, the lenders parties named therein, KeyBank National Association, as administrative agent, swing line lender and issuing lender, KeyBanc Capital Markets Inc. as joint lead arranger and joint book runner, Bank of America, N.A. and Citizens Bank, N.A. as joint lead arrangers, joint book runners and co-syndication agents and Branch Banking and Trust Company, BMO Harris Bank, N.A., M&T Bank and PNC Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed January 25, 2019)


No.						Exhibit

10.13*						Gibraltar Industries, Inc. 2015 Equity Incentive Plan dated December 31, 2015 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed January 7, 2016), and as amended by Gibraltar Industries, Inc. 2015 Equity Incentive Plan First Amendment dated May 5, 2017 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed May 9, 2017)

10.14*						Gibraltar Industries, Inc. 2015 Management Stock Purchase Plan dated May 7, 2015 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed May 12, 2015), as amended by Management Stock Purchase Plan dated December 31, 2015 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed January 7, 2016), and further amended by the Gibraltar Industries, Inc. Management Stock Purchase Plan Second Amendment dated January 28, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 28, 2016)

10.15*						Gibraltar Industries, Inc. 2018 Equity Incentive Plan dated May 4, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 7, 2018)

10.16*						Gibraltar Industries, Inc. 2018 Management Stock Purchase Plan dated November 1, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 1, 2018)

10.17*						Gibraltar Industries, Inc. 2015 Equity Incentive Plan Form of Award of Restricted Stock dated May 7, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed May 12, 2015)

10.18*						Gibraltar Industries, Inc. 2015 Equity Incentive Plan Form of Award of Performance Units dated December 31, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 3, 2017)

10.19*						Gibraltar Industries, Inc. 2015 Equity Incentive Plan Form of Award of Non-Qualified Options dated December 31, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed January 7, 2016)

10.20*						Gibraltar Industries, Inc. 2015 Equity Incentive Plan Form of Award of Restricted Units dated December 31, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed February 5, 2016)

10.21*						Gibraltar Industries, Inc. 2015 Equity Incentive Plan Form of Award of Restricted Units dated December 31, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed February 5, 2016)

10.22*						Gibraltar Industries, Inc. 2016 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 10, 2016)

10.23*						Gibraltar Industries, Inc. Non-Employee Director Stock Deferral Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 10, 2016)

10.24*						Gibraltar Industries, Inc. 2018 Equity Incentive Plan Form of Award of Performance Units dated May 4, 2018 (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 8-K for the year ended December 31, 2018 filed February 27, 2019)

10.25*						Gibraltar Industries, Inc. 2018 Equity Incentive Plan Form of Award of Restricted Units dated May 4, 2018 (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 8-K for the year ended December 31, 2018 filed February 27, 2019)

10.26*						Gibraltar Industries, Inc. 2018 Equity Incentive Plan Form of Award of Restricted Units dated May 4, 2018 (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 8-K for the year ended December 31, 2018 filed February 27, 2019)

10.27*						Gibraltar Industries, Inc. 2018 Equity Incentive Plan Form of Award of Restricted Units dated May 4, 2018 (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 8-K for the year ended December 31, 2018 filed February 27, 2019)

10.28*						Gibraltar Industries, Inc. 2018 Equity Incentive Plan Form of Award of Restricted Units dated May 4, 2018 (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 8-K for the year ended December 31, 2018 filed February 27, 2019)

21						Subsidiaries of the Registrant


No.		Exhibit

23.1		Consent of Independent Registered Public Accounting Firm

31.1		Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Senior Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of President and Chief Executive Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Senior Vice President and Chief Financial Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document **

101.SCH		XBRL Taxonomy Extension Schema Document**

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**

101.LAB		XBRL Taxonomy Extension Label Linkbase Document **

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document **

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document **

	*	Document is a management contract or compensatory plan or agreement.
	**	Submitted electronically with this Annual Report on Form 10-K.



		Page Number

PART I

Item 1	Business	3
Item 1A	Risk Factors	16
Item 1B	Unresolved Staff Comments	22
Item 2	Properties	22
Item 3	Legal Proceedings	23
Item 4	Mine Safety Disclosures	23
PART II
Item 5	Market for Common Stock and Related Stockholder Matters	24

Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	33
Item 8	Financial Statements and Supplementary Data	35
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	76
Item 9A	Controls and Procedures	76
PART III
Item 10	Directors, Executive Officers, and Corporate Governance	79
Item 11	Executive Compensation	79
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	79
Item 13	Certain Relationships and Related Transactions and Director Independence	79
Item 14	Principal Accounting Fees and Services	79
PART IV
Item 15	Exhibits and Financial Statement Schedules	80
	SIGNATURES


Business Acquired	Date of Acquisition in 2020	Preliminary purchase price ( in millions) 1		Description
TerraSmart LLC	December 31	$	228.0	Provider of screw-based, ground-mount solar racking technology, particularly used for solar projects installed on challenging terrain
Sunfig Corporation	December 11	$	4.0	Provider of software solutions that optimize solar energy investments through upstream design, performance and financial modeling
Architectural Mailboxes	October 15	$	27.0	Provider, designer, and developer of decorative residential mailboxes and related products
Delta Separations	February 13	$	46.0	Provider of ethanol-based extraction systems manufacturer and training and laboratory design and operations consultative partner
Thermo Energy Systems	January 15	$	7.0	Provider of commercial greenhouse solutions in North America supporting the biologically grown organic food market


Employee Age Groups	Female	Male	Total by Age Group	% by Age Group
< 30 years of age	65	286	351	15.0%
30 - 49 years of age	251	775	1,026	43.9%
50+ years of age	258	702	960	41.1%
Total	574	1,763	2,337
As a percentage	24.6%	75.4%


Employee Type	Female	Male	Total by Type	% by Type
Salary	289	650	939	40.2%
Hourly	285	1,113	1,398	59.8%
Total	574	1,763	2,337


Ethnic Background						% of Employees
White						60.2%
Black or African American						15.7%
Hispanic or Latino						13.1%
Not Specified						5.3%
Asian						4.8%
American Indian/Alaska Native						0.6%
Two or More Races						0.3%


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


• Medical, dental and vision benefits for employee, spouse and dependents						• Wellness incentives for employees
• Flexible spending accounts for both healthcare and dependent care						• Life insurance benefits
• 401(k) retirement savings program with company matching contributions						• Employee assistance program
• Paid vacation and holidays						• Parental leave
• Short-term and long-term disability benefits


	Number and type of properties
	Plant	Distribution Center	Office	Total
Renewable Energy and Conservation	13	2	5	20
Residential Products	12	—	2	14
Infrastructure Products	2	—	—	2
Corporate	—	—	2	2
Total	27	2	9	38


	Location of properties		Classification of properties
	Domestic	Foreign	Owned	Leased
Renewable Energy and Conservation	16	4	2	18
Residential Products	14	—	5	9
Infrastructure Products	2	—	2	—
Corporate	2	—	—	2
Total	34	4	9	29


Item 5.			Market for Common Equity and Related Stockholder Matters


Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations


							Change due to
	2020		2019		Total Change		Acquisitions		Operations
Net sales:
Renewable Energy and Conservation	$	447,567	$	373,023	$	74,544	$	84,598	$	(10,054)
Residential Products	522,814		461,630		61,184		5,315		55,869
Infrastructure Products	62,197		63,580		(1,383)		—		(1,383)


Consolidated	$	1,032,578	$	898,233	$	134,345	$	89,913	$	44,432


(in thousands)	December 31, 2020		December 31, 2019
Cash and cash equivalents	$	32,054	$	191,363
Availability on revolving credit facility	309,175		393,991
	$	341,229	$	585,354


	2020		2019
Cash provided by (used in):
Operating activities of continuing operations	$	73,016	$	112,536
Investing activities of continuing operations	(324,677)		(17,279)
Financing activities of continuing operations	79,463		(217,050)
Discontinued operations	14,055		15,005
Effect of exchange rate changes	(1,166)		1,145
Net decrease in cash and cash equivalents	$	(159,309)	$	(105,643)


	Payments Due by Period
Contractual Obligation	Total		Less than One Year		One to Three Years		Three to Five Years		More Than Five Years


Operating lease obligations	28,271		9,139		14,118		4,341		673
Post-retirement payments	4,186		435		907		934		1,910
Management stock purchase plan (1)	6,738		3,510		2,720		370		138


Purchase obligations (2)	220,321		208,647		9,589		2,085		—
Total	$	259,516	$	221,731	$	27,334	$	7,730	$	2,721


Item 7A.			Quantitative and Qualitative Disclosures about Market Risk



			Page Number

Financial Statements:

Report of Independent Registered Public Accounting Firm			36

Consolidated Statements of Operations for the Years Ended December 31, 20 20, 20 19, and 2018			39

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2020, 2019, and 2018			40

Consolidated Balance Sheets as of December 31, 20 20 and 2019			41

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018			42

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2020, 2019, and 2018			43

Notes to Consolidated Financial Statements			44

Supplementary Data:

Quarterly Unaudited Financial Data			74


	2020		2019
Trade accounts receivable	$	174,604	$	119,239
Costs in excess of billings	26,915		20,607
Total accounts receivables	201,519		139,846
Less allowance for doubtful accounts	(3,529)		(5,951)
Accounts receivable, net	$	197,990	$	133,895


	2020		2019
Raw material	$	66,018	$	42,030
Work-in-process	5,382		5,023
Finished goods	31,205		18,460
Gross inventory	$	102,605	$	65,513
Less reserves	(4,298)		(3,556)
Total inventories	$	98,307	$	61,957


	2020		2019
Land and land improvements	$	4,605	$	4,583
Building and improvements	41,164		39,901
Machinery and equipment	188,853		174,058
Construction in progress	10,458		5,131
Property, plant, and equipment, gross	245,080		223,673
Less: accumulated depreciation	(155,518)		(145,521)
Property, plant, and equipment, net	$	89,562	$	78,152


Cash	$	1,712
Working capital	23,833
Property, plant and equipment	8,345
Acquired intangible assets	51,700
Other assets	1,478
Other liabilities	(2,081)
Goodwill	143,245
Fair value of purchase consideration	$	228,232


	Fair Value		Weighted-Average Amortization Period
Trademarks	$	16,400	Indefinite
Trademarks	300		7 years
Technology	2,500		15 years
Customer relationships	24,000		10 years
Non-compete agreements	2,200		5 years
Backlog	6,300		Less than 1 year
Total	$	51,700


Cash	$	145
Working capital	(14,930)
Property, plant and equipment	1,740
Acquired intangible assets	38,296
Other current assets	1,528
Other assets	2,381
Other liabilities	(5,508)
Goodwill	61,436
Fair value of purchase consideration	$	85,088


Cash	$	4,154
Working capital	(1,515)
Property, plant and equipment	1,059
Acquired intangible assets	3,000
Other assets	508
Other liabilities	(1,081)
Goodwill	6,436
Fair value of purchase consideration	$	12,561


	Renewable Energy & Conservation		Residential Products		Infrastructure Products		Total
Balance at December 31, 2018	$	71,827	$	198,075	$	31,678	$	301,580
Acquired goodwill	5,857		—		—		5,857
Adjustments to prior year acquisitions	(172)		—		—		(172)

Foreign currency translation	90		—		—		90
Balance at December 31, 2019	$	77,602	$	198,075	31,678		$	307,355
Acquired goodwill	197,866		7,377		—		205,243

Adjustments to prior year acquisitions	578		—		—		578
Foreign currency translation	1,103		—		—		1,103
Balance at December 31, 2020	$	277,149	$	205,452	31,678		$	514,279


	December 31, 2020				December 31, 2019
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived intangible assets:
Trademarks	$	56,570	$	—	$	32,570	$	—
Finite-lived intangible assets:
Trademarks	5,818		3,385		4,340		2,680
Unpatented technology	38,752		17,765		28,177		15,196
Customer relationships	98,500		31,580		55,401		26,028
Non-compete agreements	4,885		1,747		1,649		1,499
Backlog	7,228		911		—		—
	155,183		55,388		89,567		45,403
Total acquired intangible assets	$	211,753	$	55,388	$	122,137	$	45,403


	2021		2022		2023		2024		2025
Amortization expense	$	18,362	$	11,584	$	10,721	$	10,611	$	10,382


	2020		2019
Compensation	$	18,131	$	13,509
Current portion of cash-settled share-based liabilities	3,504		14,817
Interest and taxes	1,850		3,569
Customer rebates	11,575		10,266
Insurance	6,915		8,353
Current operating lease liability	8,034		6,487

Unearned revenue	21,325		15,389

Other	12,171		14,207
Total accrued expenses	$	83,505	$	86,597


	2020		2019
Projected benefit obligation at January 1	$	6,024	$	6,135
Service cost	10		17
Interest cost	172		234

Actuarial gain	580		(52)
Benefits paid, net of contributions	(343)		(310)
Projected benefit obligation at December 31	6,443		6,024
Fair value of plan assets	—		—
Under funded status	(6,443)		(6,024)
Unamortized prior service cost	294		338
Unrecognized actuarial loss	1,843		1,328
Net amount recognized	$	(4,306)	$	(4,358)


	2020		2019
Accrued postretirement benefit liability
Current portion	$	335	$	330
Long term portion	6,108		5,694
Pre-tax accumulated other comprehensive loss – unamortized post-retirement healthcare costs	(2,137)		(1,666)
Net amount recognized	$	4,306	$	4,358


	Foreign Currency Translation Adjustment		Minimum post retirement benefit plan adjustments		Total Pre-Tax Amount		Tax (Benefit) Expense		Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2018	$	(5,939)	$	(2,040)	$	(7,979)	$	(745)	$	(7,234)
Minimum post retirement benefit plan adjustments	—		101		101		24		77

Foreign currency translation adjustment	1,766		—		1,766		—		1,766
Balance at December 31, 2019	$	(4,173)	$	(1,939)	$	(6,112)	$	(721)	$	(5,391)

Minimum post retirement benefit plan adjustments	—		(487)		(487)		(116)		(371)
Foreign currency translation adjustment	3,301		—		3,301		—		3,301
Balance at December 31, 2020	$	(872)	$	(2,426)	$	(3,298)	$	(837)	$	(2,461)


Range of Exercise Prices	Options Outstanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Options Exercisable	Weighted Average Exercise Price
$8.00 – $10.00	16,500	0.7	$	9.74	16,500	$	9.74
$10.01 – $39.00	—	0	$	—	—	$	—
$39.01 – $44.00	25,000	1.4	$	42.35	25,000	$	42.35


	41,500				41,500


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Balance at January 1, 2018	247,666	$	17.01

Exercised	(87,907)	15.75

Balance at December 31, 2018	159,759	$	17.70


Exercised	(42,350)	11.57
Balance at December 31, 2019	117,409	$	19.91
Exercised	(75,909)	14.73
Balance at December 31, 2020	41,500	$	29.38	1.13	$	1,766,000


	Restricted Stock Units	Weighted Average Grant Date Fair Value		Common Stock	Weighted Average Grant Date Fair Value		Performance Stock Units (1) (2)	Weighted Average Grant Date Fair Value		Deferred Stock Units (3)	Weighted Average Grant Date Fair Value
Balance at December 31, 2019	374,432	$	33.74	—	$	—	329,257	$	38.53	34,752	$	34.21
Granted	82,328	$	56.81	4,134	$	45.98	160,426	$	55.98	12,402	$	45.98
Adjustments	—	$	—	—	$	—	27,528	$	40.98	—	$	—
Vested	(213,448)	$	34.14	(4,134)	$	45.98	(81,366)	$	40.77	—	$	—
Forfeited	(5,870)	$	40.92	—	$	—	(28,556)	$	40.27	—	$	—
Balance at December 31, 2020	237,442	$	41.15	—	$	—	407,289	$	45.00	47,154	$	37.30


	2020		2019
Balance as of January 1	$	2,083	$	1,865
Exit activity costs recognized	2,207		5,166
Cash payments	(3,260)		(3,799)
Non-cash charges	—		(1,149)
Balance as of December 31	$	1,030	$	2,083