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Acquisitions
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Acquisitions ACQUISITIONS
2020 Acquisitions

During the year ended December 31, 2020, the Company acquired five businesses in separate transactions, four of which are included within our Renewable Energy and Conversation and one in our Residential Products segments. The total preliminary purchase consideration was $313.3 million, and the preliminary allocation of purchase consideration for each acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values.

On December 31, 2020, the Company purchased all the outstanding stock of TerraSmart LLC ("TerraSmart"), the leading provider of screw-based, ground-mount solar racking technology, particularly used for solar projects installed on challenging terrain. The results of TerraSmart have been included in the Company's consolidated financial results since the date of acquisition within the Company's Renewable Energy and Conservation segment. The preliminary purchase consideration for the acquisition of TerraSmart was $228.2 million, which includes a preliminary working capital adjustment and certain other adjustments provided for in the stock purchase agreement.

The purchase price for the acquisition was preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition. The Company has commenced the process to confirm existence, condition and completeness of assets acquired and liabilities assumed to obtain fair values of the assets acquired and liabilities assumed to determine the amount of goodwill to be recognized as of the date of acquisition. Due to the timing of the acquisition, we continue to gather information supporting the acquired assets and liabilities. Accordingly, all amounts recorded were provisional. These provisional amounts are subject to change if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date The final determination of the fair value of certain assets and liabilities will be completed within the measurement period of up to one year from the date of acquisition. The final values may also result in changes to depreciation and amortization expense
related to certain assets such as property, plant and equipment and acquired intangible assets. The excess consideration was recorded as goodwill and approximated $143.2 million, 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 workforce additions, growth opportunities, and increased presence in the domestic solar energy market. The final purchase price allocation will be completed no later than December 31, 2021.

The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):
Cash$1,712 
Working capital23,833 
Property, plant and equipment8,345 
Acquired intangible assets51,700 
Other assets1,478 
Other liabilities(2,081)
Goodwill143,245 
Fair value of purchase consideration$228,232 

The intangible assets acquired in this acquisition consisted of the following (in thousands):
Fair ValueWeighted-Average Amortization Period
Trademarks$16,400 Indefinite
Trademarks300 7 years
Technology2,500 15 years
Customer relationships24,000 10 years
Non-compete agreements2,200 5 years
Backlog6,300 Less than 1 year
Total$51,700 


On December 11, 2020, the Company purchased all the outstanding stock of Sunfig Corporation ("Sunfig"), a provider of software solutions that optimize solar energy investments through upstream design, performance and financial modeling, for a preliminary purchase consideration of $3.8 million, which includes a preliminary working capital adjustment and certain other adjustments provided for in the stock purchase agreement. The results of Sunfig have been included in the Company's consolidated financial results since the date of acquisition within the Company's Renewable Energy and Conservation segment. The excess consideration was recorded as goodwill and approximated $3.2 million, all of which is deductible for tax purposes.

On October 15, 2020, the Company purchased substantially all of the assets of Architectural Mailboxes LLC ("Architectural Mailboxes"), a complementary addition to Gibraltar's existing mail and package solutions business within the Residential Products segment, for a preliminary purchase consideration of $26.9 million, which includes a working capital adjustment and certain other adjustments provided for in the asset purchase agreement. The results of Architectural Mailboxes have been included in the Company's consolidated financial results since the date of acquisition within the Company's Residential Products segment. The excess consideration was recorded as goodwill and approximated $7.4 million, all of which is deductible for tax purposes.

On February 13, 2020, the Company purchased substantially all of the assets of Delta Separations, LLC, a California limited liability company, and Teaching Tech, LLC, a California limited liability company (collectively, "Delta Separations") for a preliminary purchase consideration of $47.1 million, which includes a working capital adjustment and certain other adjustments provided for in the asset purchase agreement. Delta Separations was a privately-held engineering company primarily engaged in the assembly and sale of centrifugal ethanol-based extraction systems. The results of Delta Separations have been included in the Company's consolidated financial results since the date of acquisition within the Company's Renewable Energy and Conservation segment. The excess consideration was recorded as goodwill and approximated $32.2 million, all of which is deductible for tax purposes.
On January 15, 2020, the Company purchased substantially all of the assets of Thermo Energy Systems Inc. ("Thermo"), a Canadian-based, privately held provider of commercial greenhouse solutions in North America providing growing infrastructure for the plant based organic food market, for a preliminary purchase consideration of $7.3 million. The results of Thermo have been included in the Company's consolidated financial results since the date of acquisition within the Company's Renewable Energy and Conservation segment. Goodwill of approximately $18.7 million was recorded, all of which is deductible for tax purposes.

The preliminary allocation of the purchase price of the four 2020 acquisitions noted above - Sunfig, Architectural Mailboxes, Delta Separations, and Thermo - is subject to adjustments during the measurement period as third-party valuations are finalized. The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed in these four acquisitions is as follows as of the respective date of the acquisition (in thousands):
Cash$145 
Working capital(14,930)
Property, plant and equipment1,740 
Acquired intangible assets38,296 
Other current assets1,528 
Other assets2,381 
Other liabilities(5,508)
Goodwill61,436 
Fair value of purchase consideration$85,088 

Goodwill represents future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in the respective markets.

The intangible assets acquired in the four acquisitions noted above consisted of the following (in thousands):
Fair ValueWeighted-Average Amortization Period
Trademarks$8,200 Indefinite
Trademarks1,177 3 years
Technology8,175 
7 - 15 years
Customer relationships18,780 
5 - 13 years
Non-compete agreements1,036 5 years
Backlog928 
Less than 1 year
Total$38,296 

2019 Acquisition
On August 30, 2019, the Company acquired all of the outstanding membership interests of Apeks LLC ("Apeks"), a designer and manufacturer of botanical oil extraction systems and equipment. The results of Apeks have been included in the Company's consolidated financial results since the date of acquisition within the Company's Renewable Energy and Conservation segment. The aggregate purchase consideration for the acquisition of Apeks was $12.6 million, which includes a working capital adjustment and certain other adjustments provided for in the membership interest purchase agreement.
The purchase price for the acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess consideration was recorded as goodwill and approximated $6.4 million, 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 workforce additions, growth opportunities, and presence in the extraction processing markets.
The allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):
Cash$4,154 
Working capital(1,515)
Property, plant and equipment1,059 
Acquired intangible assets3,000 
Other assets508 
Other liabilities(1,081)
Goodwill6,436 
Fair value of purchase consideration$12,561 

The intangible assets acquired in this acquisition consisted of the following (in thousands):
Fair ValueWeighted-Average Amortization Period
Trademarks$1,400 Indefinite
Technology900 7 years
Customer relationships700 6 years
Total$3,000 

2018 Acquisition
On August 21, 2018, the Company acquired all of the outstanding stock of SolarBOS. SolarBOS is a provider of electrical balance of systems products, which consists of electrical components such as wiring, switches, and combiner boxes that support photovoltaic systems, for the U.S. renewable energy market. The Company expects the acquisition of SolarBOS to enable the Company to provide complementary product offerings to its existing customers and strengthen its position in the renewable energy market. The results of SolarBOS have been included in the Company's consolidated financial results since the date of acquisition (within the Company's Renewable Energy and Conservation segment). The aggregate purchase consideration for the acquisition of SolarBOS was $6.4 million, which includes a working capital adjustment and certain other adjustments provided for in the stock purchase agreement.
The purchase price for the acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess consideration was recorded as goodwill and approximated $2.9 million, 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 workforce additions, growth opportunities, and increased presence in the renewable energy markets.
The allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):
Cash$915 
Working capital 680 
Property, plant and equipment483 
Acquired intangible assets1,450 
Other assets13 
Other liabilities(51)
Goodwill2,879 
Fair value of purchase consideration$6,369 
The intangible assets acquired in this acquisition consisted of the following (in thousands):
Fair ValueWeighted-Average Amortization Period
Trademarks$300 3 years
Technology450 9 years
Customer relationships700 9 years
Total$1,450 

The acquisition of TerraSmart was financed through a combination of cash on hand and borrowings under the Company's revolving credit facility. The acquisitions of Sunfig, Architectural Mailboxes, Delta Separations, Thermo, Apeks and SolarBOS were funded from cash on hand.
The Company incurred certain acquisition-related costs composed of legal and consulting fees, and these costs were recognized as a component of selling, general, and administrative expenses in the consolidated statements of operations. The Company also recognized costs related to the sale of inventory at fair value as a result of allocating the purchase price of recent acquisitions.
All acquisition related costs consisted of the following for the years ended December 31 (in thousands):
202020192018
Cost of sales$634 $401 $— 
Selling, general and administrative costs3,230 1,517 497 
Total acquisition related costs$3,864 $1,918 $497