XML 31 R13.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2017
Business Combinations [Abstract] |
Acquisitions | ACQUISITIONS 2017 Acquisition On February 22, 2017, the Company acquired all of the outstanding stock of Package Concierge. Package Concierge is a leading provider of multifamily electronic package delivery locker systems in the United States. The acquisition of Package Concierge is expected to enable the Company to expand its position in the fast-growing package delivery solutions market. The results of Package Concierge have been included in the Company's consolidated financial results since the date of acquisition (within the Company's Residential Products segment). The final aggregate purchase consideration for the acquisition of Package Concierge was $18.9 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 $16.8 million, which is not 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 building products 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 | $ | 590 |
Working capital | (1,998 | )
Property, plant, and equipment | 55 |
Acquired intangible assets | 3,600 |
Other assets | 8 |
Deferred income taxes | (128 | )
Goodwill | 16,790 |
Fair value of purchase consideration | $ | 18,917 |
The intangible assets acquired in this acquisition consisted of the following (in thousands):
| Fair Value |  | Estimated Useful Life
Trademarks | $ | 600 |  |  | Indefinite
Technology | 1,300 |  |  | 10 years
Customer relationships | 1,700 |  |  | 7 years
Total | $ | 3,600 |  |  |
2016 Acquisition On October 11, 2016, the Company acquired all of the outstanding stock of Nexus Corporation ("Nexus"). Nexus is a leading provider of commercial-scale greenhouses to customers in the United States. The acquisition of Nexus is expected to enable the Company to strengthen its position in the commercial greenhouse market in the United States. The results of Nexus 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 final aggregate purchase consideration for the acquisition of Nexus was $23.8 million, which includes a working capital adjustment and certain other adjustments provided for in the stock purchase agreement. At December 31, 2016, $1.0 million of the estimated purchase price was accrued. Upon settlement of the final purchase adjustments, $0.2 million was paid in cash by the Company during the first quarter of 2017, with the difference of $0.8 million recorded as a reduction to goodwill in 2017 upon finalization of the purchase price allocation. 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 $11.5 million, of which all is deductible for tax purposes. 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 | $ | 2,495 |
Working capital | (1,109 | )
Property, plant, and equipment | 4,702 |
Acquired intangible assets | 6,200 |
Other assets | 23 |
Goodwill | 11,451 |
Fair value of purchase consideration | $ | 23,762 |
The intangible assets acquired in this acquisition consisted of the following (in thousands):
| Fair Value |  | Estimated Useful Life
Trademarks | $ | 3,200 |  |  | Indefinite
Technology | 1,300 |  |  | 15 years
Customer relationships | 800 |  |  | 11 years
Backlog | 900 |  |  | 0.25 years
Total | $ | 6,200 |  |  |
2015 Acquisition On June 9, 2015, the Company acquired all of the outstanding stock of Rough Brothers Manufacturing, Inc., RBI Solar, Inc., and affiliates, collectively known as "RBI." RBI has established itself during the past decade among North America’s fastest-growing providers of racking and mounting systems for solar energy installations and is among the largest commercial greenhouse manufacturers in North America. RBI is a full service provider that engineers, manufactures and installs racking systems for solar power developers, contractors and companies. In addition, RBI designs and manufactures greenhouses for commercial, institutional and retail customers. The acquisition of RBI enables the Company to leverage its expertise in structural metals manufacturing, materials sourcing and logistics to help meet the fast-growing demand for solar racking solutions. The results of RBI 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 final aggregate purchase consideration for the acquisition of RBI was $147.6 million, which includes payments for working capital 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 of $57.2 million, was recorded as goodwill of which $38.0 million is deductible for tax purposes. 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 | $ | 4,651 |
Working capital | 21,436 |
Property, plant, and equipment | 12,797 |
Acquired intangible assets | 56,392 |
Other assets | 3,049 |
Deferred income taxes | (4,892 | )
Other liabilities | (3,028 | )
Goodwill | 57,180 |
Fair value of purchase consideration | $ | 147,585 |
The Company recorded an indemnification asset and liability of $3.0 million on the opening balance sheet related to the seller’s obligation to fully indemnify the Company for the outcome of potential contingent liabilities related to the uncertainty of income tax positions in foreign jurisdictions. The liability and related indemnification asset may or may not be realized, and any unrealized liability is scheduled to expire in 2018. The intangible assets acquired in this acquisition consisted of the following (in thousands):
| Fair Value |  | Estimated Useful Life
Trademarks | $ | 13,550 |  |  | Indefinite
Technology | 3,550 |  |  | 7-15 years
Customer relationships | 32,892 |  |  | 11-17 years
Non-compete agreements | 1,300 |  |  | 5 years
Backlog | 5,100 |  |  | 0.5 years
Total | $ | 56,392 |  |  |
The following unaudited pro forma financial information presents the combined results of continuing operations as if the acquisition of RBI had occurred as of January 1, 2014. The pro forma information includes certain adjustments, including depreciation and amortization expense, interest expense and certain other adjustments, together with related income tax effects. The pro forma amounts may not be indicative of the results that actually would have been achieved had the acquisitions occurred as of January 1, 2014 and are not necessarily indicative of future results of the combined companies (in thousands, except per share data):
| Twelve Months Ended December 31,
| 2015 |  | 2014
Net sales | $ | 1,128,915 |  |  | $ | 1,026,014 |
Net income (loss) | $ | 33,587 |  |  | $ | (46,714 | )
Net income (loss) per share - Basic | $ | 1.08 |  |  | $ | (1.50 | )
Net income (loss) per share - Diluted | $ | 1.06 |  |  | $ | (1.50 | )
The acquisitions of Package Concierge and Nexus were funded from available cash on hand. The 2015 acquisition of RBI was financed through a combination of cash on hand and borrowings under the Company's revolving credit facility. 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 statement 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):
| 2017 |  | 2016 |  | 2015
Selling, general and administrative costs | $ | 146 |  |  | $ | 228 |  |  | $ | 732 |
Cost of sales | — |  |  | 81 |  |  | 230 |
Total acquisition related costs | $ | 146 |  |  | $ | 309 |  |  | $ | 962 |

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration