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Note 3 - Acquisitions

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Business Combination Disclosure [Text Block]

3.	Acquisitions

Fiscal 2022

Acquisitions

On June 30, 2022, the Company acquired EEC. Headquartered in Marlborough, Massachusetts, EEC is an industrial generator distributor as well as a provider of data center and telecom facility design, build, maintenance, and repair services.

On October 3, 2022, the Company acquired Blue Pillar, an industrial IoT platform developer that designs, deploys, and manages industrial IoT network software solutions to enable distributed energy generation monitoring and control.

The combined purchase price for these acquisitions was $25,654, net of cash acquired and funded solely through cash on hand. The Company recorded its preliminary purchase price allocation for EEC and Blue Pillar during the second quarter and fourth quarter of 2022, respectively, based on its estimates of the fair value of the acquired assets and assumed liabilities. The accompanying consolidated financial statements include the results of these two acquired businesses since the dates of acquisition through December 31, 2022.

Fiscal 2021

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 a 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 finalized the Deep Sea purchase price allocation during the second quarter of 2022 based on its estimates of the fair value of the acquired assets and assumed liabilities. The finalization did not result in material adjustments to the Company's preliminary estimates. As a result, the Company recorded $437,874 of intangible assets, including $263,604 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 consolidated financial statements include the results of Deep Sea from the date of acquisition through December 31, 2022.

Acquisition of Chilicon

On July 2, 2021, the Company acquired Chilicon for a purchase price, net of cash acquired, of $61,129 inclusive of estimated contingent consideration. Based in Los Angeles, California, Chilicon is a designer and provider of grid-interactive microinverter and monitoring solutions for the solar market. Chilicon's power inversion and monitoring system technologies maximize photovoltaic (solar power) system production, lower installer operational cost, and promote end-user satisfaction. Total consideration consisted of the following:

Cash paid at closing		$	11,821
Deferred cash payment (1)			6,000
Common stock issued at closing			12,000
Contingent consideration (2)			31,308
Total purchase price		$	61,129

(1)	Payable on the third business day after December 31, 2023.
(2)	Payable in common stock issued upon achievement of certain performance targets within 45 calendar days following the conclusion of the contingent consideration period, December 31, 2025.

The Company finalized the Chilicon purchase price allocation during the second quarter of 2022 based on its estimates of the fair value of the acquired assets and assumed liabilities. The finalization did not result in material adjustments to the Company's preliminary estimates. As a result, the Company recorded $70,174 of intangible assets, including $36,974 of goodwill recorded in the Domestic segment, as of the acquisition date. The goodwill ascribed to the Chilicon acquisition is not deductible for tax purposes. The accompanying consolidated financial statements include the results of Chilicon from the date of acquisition through December 31, 2022.

Acquisition of Off Grid Energy

On September 1, 2021, the Company acquired Off Grid Energy for a purchase price of $56,949, net of cash acquired and inclusive of the then estimated contingent consideration of $29,054 payable in cash based on contingent consideration period performance. The contingent consideration was paid during the third quarter of 2022 in the amount of $16,135. 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 finalized the Off Grid Energy purchase price allocation during the third quarter of 2022 based on its estimates of the fair value of the acquired assets and assumed liabilities. The finalization did not result in material adjustments to the Company's preliminary estimates. As a result, the Company recorded $56,076 of intangible assets, including $21,531 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 consolidated financial statements include the results of Off Grid Energy from the date of acquisition through December 31, 2022.

Acquisition of ecobee

On December 1, 2021, the Company acquired ecobee for a purchase price, net of cash acquired, of $735,577 inclusive of estimated contingent consideration. Headquartered in Toronto, Canada, ecobee is a leader in sustainable home technology solutions including smart thermostats that deliver significant energy savings, security and peace of mind. The purchase price consisted of the following:

Cash paid at closing		$	225,403
Common stock issued at closing			420,774
Contingent consideration (1)			89,400
Total purchase price		$	735,577

(1)	To be paid in the form of common stock issued upon achievement of certain performance targets following the end of two contingent consideration periods, one ended June 30, 2022, and one originally ending June 30, 2023.

The contingent consideration for the period ended June 30, 2022, was paid during the fourth quarter of 2022 in the amount of $47,123 in shares of common stock, or 196,531 shares of common stock, and $542 was paid with cash on hand. Additionally, during the fourth quarter of 2022, the Company entered into a definitive agreement to accelerate the measurement and payment for the remaining contingent consideration period ending June 30, 2023. The parties agreed to a final payment amount of $45,000 issued with 466,188 shares of common stock during the first quarter of 2023.

The Company finalized the ecobee purchase price allocation during the fourth quarter of 2022 based on its estimates of the fair value of the acquired assets and assumed liabilities. The finalization did not result in material adjustments to the Company's preliminary estimates. As a result, the Company recorded $806,131 of intangible assets, including $248,231 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 consolidated financial statements include the results of ecobee from the date of acquisition through December 31, 2022.

Other Acquisitions

On September 1, 2021, the Company acquired Apricity Code, an advanced engineering and product design company located in Bend, Oregon.

On October 1, 2021, the Company acquired Tank Utility, a provider of IoT propane tank monitoring that enables the optimization of propane fuel logistics.

The combined purchase price for these two acquisitions was $29,945, net of cash acquired, and was funded solely through cash on hand. The Company finalized its purchase price allocation during the third quarter of 2022 based on the Company's estimates of the fair value of the acquired assets and assumed liabilities. The finalization did not result in material adjustments to the Company's preliminary estimates. The accompanying consolidated financial statements include the results of these two acquired businesses since the dates of acquisition through December 31, 2022.

Fiscal 2020

Acquisition of Enbala

On October 7, 2020, the Company acquired Enbala for a purchase price, net of cash acquired, of $41,982. Enbala is one of the leading providers of distributed energy optimization and control software that helps support the operational stability of the world's power grids. 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 on its estimates of the fair value of the acquired assets and assumed liabilities. 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 consolidated financial statements include the results of Enbala from the date of acquisition through December 31, 2022.

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 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 on its estimates of the fair value of the acquired assets and assumed liabilities. The finalization did not result in material adjustments to the Company's preliminary estimates. The accompanying consolidated financial statements include the results of the acquired businesses since the dates of acquisition through December 31, 2022.

Summary Purchase Price Allocations

The fair values assigned to certain assets acquired and liabilities assumed for all acquisitions completed during the reporting period, as of the acquisition dates, are as follows:

		2022 Acquisitions				2021 Acquisitions																2020 Acquisitions
						Deep Sea				ecobee				All Other				Total
Accounts receivable		$	12,656			$	9,574			$	23,337			$	13,852			$	46,763			$	5,094
Inventories			3,138				9,970				7,258				7,034				24,262				3,575
Prepaid expenses and other current assets			4,707				1,181				5,689				6,594				13,464				858
Property and equipment			708				8,838				3,588				480				12,906				635
Intangible assets			8,711				174,270				557,900				81,171				813,341				26,235
Goodwill			6,870				263,604				248,231				83,859				595,694				40,395
Deferred income taxes			-				-				40,020				5,694				45,714				-
Other assets			1,953				151				9,289				8,526				17,966				1,122
Total assets acquired			38,743				467,588				895,312				207,210				1,570,110				77,914

Accounts payable			1,479				8,998				25,968				7,473				42,439				4,088
Accrued wages and employee benefits			1,429				2,106				1,354				872				4,332				700
Other accrued liabilities			7,934				1,737				19,898				18,258				39,893				2,151
Short-term borrowings			-				-				-				800				800				-
Current portion of long-term borrowings and finance lease obligations			-				-				-				233				233				-
Deferred income taxes			1,090				33,957				78,753				19,930				132,640				3,827
Other long-term liabilities			1,157				90				33,762				9,997				43,849				2,208
Long-term debt			-				-				-				1,624				1,624				-
Net assets acquired		$	25,654			$	420,700			$	735,577			$	148,023			$	1,304,300			$	64,940

The allocations of the purchase price to identifiable assets and liabilities for the 2021 and 2020 acquisitions are based on the final valuations performed to determine the fair value of the net assets as of their respective acquisition dates.

Pro Forma Information

The following unaudited pro forma information of the Company gives effect to all acquisitions as though the transactions had occurred on January 1, 2020. Refer to Note 1, “Description of Business,” for further information on the acquisitions included in the table.

		*Year Ended December 31,*
		*2022*				*2021*				*2020*
Net Sales:
As reported		$	4,564,737			$	3,737,184			$	2,485,200
Pro forma			4,593,485				3,932,250				2,764,363

Net income attributable to Generac Holdings Inc.:
As reported		$	399,502			$	550,494			$	350,576
Pro forma (1)			402,670				462,903				267,376

Net income attributable to Generac Holdings Inc. per common share - diluted
As reported		$	5.42			$	8.30			$	5.48
Pro forma			5.47				6.94				4.11

(1)

Includes additional pro forma intangible amortization from all acquisitions as though the transactions had occurred on January 1, 2020 of $941, $68,247, and $84,151 for the years ended December 31, 2022, 2021, and 2020, respectively.

This unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated on January 1, 2020.