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Note 2 - Acquisitions | 9 Months Ended
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Sep. 30, 2021
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | 2. Acquisitions Fiscal 2021 Acquisitions Acquisition of Deep Sea On June 1, 2021, the Company acquired Deep Sea for a purchase price, net of cash acquired, of $420,700. Headquartered in Hunmanby, United Kingdom, Deep Sea is an industry leading designer and manufacturer of a diverse suite of flexible control solutions focused on the global power generation and transfer switch markets. The acquisition purchase price was funded solely through cash on hand. The Company recorded its preliminary purchase price allocation during the second quarter of 2021, and was updated in the third quarter of 2021, based upon its estimates of the fair value of the acquired assets and assumed liabilities at that time. As a result, the Company recorded $434,724 of intangible assets, including $263,287 of goodwill recorded in the International segment, as of the acquisition date. The goodwill ascribed to this acquisition is not deductible for tax purposes. The accompanying condensed consolidated financial statements include the results of Deep Sea from the date of acquisition through September 30, 2021. Pro forma financial information is not presented as the effects of this acquisition are not material to the Company's results of operations or financial position prior to the acquisition date. Acquisition of Off Grid Energy On September 1, 2021, the Company acquired Off Grid Energy for a purchase price of $76,553, net of cash acquired and inclusive of estimated contingent consideration of $44,042 that is to be paid in cash upon achievement of certain performance targets at the end of the earnout period. Headquartered in Rugby, United Kingdom, Off Grid Energy is a designer and manufacturer of industrial-grade mobile energy storage systems. The acquisition purchase price was funded through cash on hand. The Company recorded its preliminary purchase price allocation during the third quarter of 2021 based upon its estimates of the fair value of the acquired assets and assumed liabilities at that time. As a result, the Company recorded $71,935 of intangible assets, including $48,263 of goodwill recorded in the International segment, as of the acquisition date. The goodwill ascribed to this acquisition is deductible for tax purposes. The accompanying condensed consolidated financial statements include the results of Off Grid Energy from the date of acquisition through September 30, 2021. Pro forma financial information is not presented as the effects of this acquisition are not material to the Company's results of operations or financial position prior to the acquisition date. Other Acquisitions On July 2, 2021, the Company acquired Chilicon, a designer and provider of grid-interactive microinverter and monitoring solutions for the solar market. Chilicon is based in Los Angeles, California. On September 1, 2021, the Company acquired Apricity Code, an advanced engineering and product design company located in Bend, Oregon. The combined fair value of the consideration transferred for these acquisitions consisted of the following:
Cash at closing |  | $ | 18,823 |
Deferred cash payment |  |  | 6,000 |
Common stock issued at closing |  |  | 12,000 |
Contingent consideration (1) |  |  | 23,971 |
Total purchase price |  | $ | 60,794 |
| (1) | To be paid in the form of common stock issued upon achievement of certain performance targets at the end of the earnout period.
The Company recorded its preliminary purchase price allocation during the third quarter of 2021 based upon its estimates of the fair value of the acquired assets and assumed liabilities at that time. As a result, the Company recorded $69,776 of intangible assets, including $30,976 of goodwill recorded in the Domestic segment, as of the acquisition date for these acquisitions. The goodwill ascribed to the Chilicon acquisition is not deductible for tax purposes. The goodwill ascribed to the Apricity acquisition is deductible for tax purposes. The accompanying condensed consolidated financial statements include the results of the acquired businesses since the dates of acquisition through September 30, 2021. Pro forma financial information is not presented for these acquisitions as the effects of the acquisitions individually and in the aggregate are not material to the Company's results of operations or financial position prior to the acquisition dates. Fiscal 2020 Acquisitions Acquisition of Enbala On October 7, 2020, the Company acquired Enbala for a purchase price, net of cash acquired, of $41,982. The acquisition purchase price was funded solely through cash on hand. The Company finalized its purchase price allocation during the third quarter of 2021 based upon its estimates of the fair value of the acquired assets and assumed liabilities at that time. The finalization did not result in material adjustments to the Company's preliminary estimates. As a result, the Company recorded $46,338 of intangible assets, including $27,038 of goodwill recorded in the Domestic segment, as of the acquisition date. A portion of the goodwill ascribed to this acquisition is deductible for tax purposes. The accompanying condensed consolidated financial statements include the results of Enbala from the date of acquisition through September 30, 2021. Pro forma financial information is not presented as the effects of this acquisition or the combined acquisitions are not material to the Company's results of operations or financial position prior to the acquisition date. Other Acquisitions On July 1, 2020, the Company acquired Energy Systems, its industrial distributor in northern California. On September 1, 2020, the Company acquired Mean Green, a designer and manufacturer of commercial grade, battery-powered turf care products. The combined purchase price for these two acquisitions was $22,958 and was funded solely through cash on hand. The Company finalized its purchase price allocation for these two acquisitions during the third quarter of 2021 based upon its estimates of the fair value of the acquired assets and assumed liabilities at that time. The finalization did not result in material adjustments to the Company's preliminary estimates. The accompanying condensed consolidated financial statements include the results of the acquired businesses since the dates of acquisition through September 30, 2021. Pro forma financial information is not presented for these acquisitions as the effects of the acquisitions individually and in the aggregate are not material to the Company's results of operations or financial position prior to the acquisition dates. Summary Purchase Price Allocations The fair values assigned to certain assets acquired and liabilities assumed, as of the acquisition dates, are as follows for the 2021 and 2020 acquisitions:
|  | 2021 Acquisitions |  |  |  |
|  | Deep Sea |  |  | All Other |  |  | 2020 Acquisitions |
Accounts receivable |  | $ | 9,574 |  |  | $ | 13,478 |  |  | $ | 5,094 |
Inventories |  |  | 9,970 |  |  |  | 4,522 |  |  |  | 3,575 |
Prepaid expenses and other assets |  |  | 826 |  |  |  | 1,146 |  |  |  | 858 |
Property and equipment |  |  | 8,838 |  |  |  | 413 |  |  |  | 635 |
Intangible assets |  |  | 171,437 |  |  |  | 62,472 |  |  |  | 26,235 |
Goodwill |  |  | 263,287 |  |  |  | 79,239 |  |  |  | 40,395 |
Other assets |  |  | 3,414 |  |  |  | 4,750 |  |  |  | 1,122 |
Total assets acquired |  |  | 467,346 |  |  |  | 166,020 |  |  |  | 77,914 |
Accounts payable |  |  | 8,254 |  |  |  | 4,066 |  |  |  | 4,088 |
Accrued wages and employee benefits |  |  | 2,106 |  |  |  | 788 |  |  |  | 700 |
Other accrued liabilities |  |  | 3,641 |  |  |  | 1,903 |  |  |  | 2,151 |
Short-term borrowings |  |  | - |  |  |  | 833 |  |  |  | - |
Current portion of long-term debt |  |  | - |  |  |  | 233 |  |  |  | - |
Deferred income taxes |  |  | 32,545 |  |  |  | 13,981 |  |  |  | 3,827 |
Long-term debt |  |  | - |  |  |  | 1,672 |  |  |  | - |
Other long-term liabilities |  |  | 100 |  |  |  | 5,197 |  |  |  | 2,208 |
Net assets acquired |  | $ | 420,700 |  |  | $ | 137,347 |  |  | $ | 64,940 |
The allocations of the purchase price to identifiable assets for the 2021 acquisitions are based on the preliminary valuations performed to determine the fair value of the net assets as of their respective acquisition dates. The measurement period for the valuation of net assets acquired ends as soon as information on the facts and circumstances that existed as of the acquisition dates becomes available, but not to exceed 12 months following the acquisition date. Adjustments in purchase price allocations may require a change in the amounts allocated to net assets acquired during the periods in which the adjustments are determined.

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