XML 135 R14.htm IDEA: XBRL DOCUMENT
v3.19.3.a.u2

Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2019
Business Combinations [Abstract] |
Acquisitions | ACQUISITIONS 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 preliminary purchase consideration for the acquisition of Apeks was $12.5 million, which includes a working capital adjustment and certain other adjustments provided for in the stock purchase agreement expected to be remitted in the next three to six months, at which time a final purchase price will be determined. The preliminary 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 $5.9 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 presence in the extraction processing markets. The allocation of the preliminary 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 | (1,412 | )
Property, plant and equipment | 1,059 |
Acquired intangible assets | 3,400 |
Other assets | 508 |
Other liabilities | (1,081 | )
Goodwill | 5,857 |
Fair value of purchase consideration | $ | 12,485 |
The intangible assets acquired in this acquisition consisted of the following (in thousands):
| Fair Value |  | Weighted-Average Amortization Period
Trademarks | $ | 1,900 |  |  | Indefinite
Technology | 900 |  |  | 7 years
Customer relationships | 600 |  |  | 6 years
Total | $ | 3,400 |  |  |
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 equipment | 483 |
Acquired intangible assets | 1,450 |
Other assets | 13 |
Other liabilities | (51 | )
Goodwill | 2,879 |
Fair value of purchase consideration | $ | 6,369 |
The intangible assets acquired in this acquisition consisted of the following (in thousands):
| Fair Value |  | Weighted-Average Amortization Period
Trademarks | $ | 300 |  |  | 3 years
Technology | 450 |  |  | 9 years
Customer relationships | 700 |  |  | 9 years
Total | $ | 1,450 |  |  |
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 has enabled 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. 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 |  | Weighted-Average Amortization Period
Trademarks | $ | 600 |  |  | Indefinite
Technology | 1,300 |  |  | 10 years
Customer relationships | 1,700 |  |  | 7 years
Total | $ | 3,600 |  |  |
The acquisitions of Apeks, SolarBOS and Package Concierge were funded from available 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):
| 2019 |  | 2018 |  | 2017
Cost of sales | $ | 401 |  |  | $ | — |  |  | $ | — |
Selling, general and administrative costs | 1,517 |  |  | 497 |  |  | 146 |
Total acquisition related costs | $ | 1,918 |  |  | $ | 497 |  |  | $ | 146 |

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://fasb.org/us-gaap/role/ref/legacyRef -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