What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-02-23 compared with 2021-02-25 · 260 added, 355 removed, 876 unchanged (41% of the section changed)

1 unchanged sentence

Financial Statements:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Statements of Operations for the Years Ended December 31, 202 1 , 20 20 , and 201 9

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2020, 2019, and 2018

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 202 1 , 20 20 , and 201 9

Consolidated Balance Sheets as of December 31, 202 1 and 2 020

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 1 , 20 20 , and 201 9

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2020, 2019, and 2018

Consolidated Statements of S tock holders’ Equity for the Years Ended December 31, 202 1 , 20 20 , and 201 9

Notes to Consolidated Financial Statements

Supplementary Data:

Quarterly Unaudited Financial Data

Index for Notes to Consolidated Financial Statements:

Summary of Significant Accounting Policies

Accounts Receivable

Property, Plant and Equipment

Goodwill and Related Intangible Assets

Accrued Expenses

Pension and Other Postretirement Benefits

Accumulated Other Comprehensive Income (Loss)

Equity-Based Compensation

Fair Value Measurements

Discontinued Operations

Exit Activity Costs and Asset Impairments

Earnings per Share

Commitments and Contingencies

Segment Information

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Gibraltar Industries, Inc.

To the Stockholders and Board of Directors of Gibraltar Industries, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Gibraltar Industries, Inc.

(the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S.

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Adoption of New Accounting Standards

As discussed in Note 1 to the consolidated financial statements, the Company changed its method for accounting for leases as a result of the adoption of Accounting Standards Update (ASU) No.

2016-02, Leases (Topic 842), and the amendments in ASU 2018-11, effective January 1, 2019.

As discussed in Note 1 to the consolidated financial statements, the Company changed its method for calculating expected credit losses as a result of the adoption of ASU No.

26 unchanged sentences

Our testing of the assumptions included a combination of confirmation of contract terms, billings, and project status directly with customers, inquiries of the program management and financial personnel, inspection of evidence to support future estimated costs, performance of an analysis of actual gross margin on completed contracts compared to prior estimates, evaluation of subsequent year-end expenses incurred on projects, and assessment of the historical accuracy of management’s estimates by analyzing changes in project gross margins during project lifecycles and determining if those changes were driven by cost factors that should have been known or could have been reasonably estimated at project inception.

Valuation of Goodwill

Description of the Matter At December 31, 2020, the Company’s goodwill was $536.8 million.

As discussed in Notes 1 and 7 of the consolidated financial statements, the Company tests goodwill for impairment at the reporting unit level on an annual basis or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The Company may elect to perform a qualitative assessment or a quantitative test for impairment.

In its quantitative tests the Company used the discounted cash flow method to estimate the fair value of its reporting units.

The discounted cash flow method incorporates various assumptions, the most significant being projected revenue growth rates and the weighted-average cost of capital.

If the carrying value of the reporting unit exceeds its fair value, goodwill impairment is measured as the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill.

Auditing management’s annual goodwill impairment test was especially subjective due to the significant estimation required to determine the fair value of certain reporting units tested using the quantitative assessment.

The fair value estimates for certain reporting units were sensitive to significant assumptions inherent in the Company’s discounted estimated future cash flows, such as changes in the weighted average cost of capital, revenue growth rate, operating margin, working capital and terminal value, which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the Company’s reporting units that applied a quantitative assessment, we performed audit procedures with the assistance of our valuation professionals that included, among others, assessing the methodology used and testing the significant assumptions discussed above and the underlying data used in the impairment analysis.

We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to the Company’s business model, customer base or product mix and other factors would affect the significant assumptions.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the aggregate fair value of the reporting units that would result from changes in the assumptions.

We considered the relationship between the fair value of the Company’s reporting units to the market capitalization of the Company as of the annual impairment testing date.

Accounting for Acquisitions

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All five transactions were accounted for as business combinations.

Auditing the Company’s accounting for its acquisitions was complex due to the significant estimation uncertainty in the Company’s preliminary determination of the fair values of the acquired intangible assets aggregating $90.0 million.

The Company used discounted cash flow methods and independent market appraisals to estimate the preliminary fair value of acquired intangible assets.

Auditing the Company’s accounting for its acquisitions was complex due to the significant estimation uncertainty in the Company’s determination of the fair values of the acquired intangible assets aggregating $102.2 million.

The Company used discounted cash flow methods and independent market appraisals to estimate the fair value of acquired intangible assets.

The significant assumptions used to estimate the value of the intangible assets included discount rates, customer attrition, and certain assumptions that form the basis of the forecasted results (e.g., revenue growth rates and operating profit margin).

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For example, we tested controls over the recognition and measurement of consideration transferred and acquired intangible assets, including the valuation models and underlying assumptions used to develop such estimates.

To test the fair value of the estimated preliminary fair value of the acquired intangible assets, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions used by the Company’s valuation specialists and evaluating the completeness and accuracy of the underlying data.

To test the fair value of the estimated fair value of the acquired intangible assets, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions used by the Company’s valuation specialists and evaluating the completeness and accuracy of the underlying data.

For example, we compared the significant assumptions to current industry, market and economic trends, to the assumptions used to value similar assets in other acquisitions, to the historical results of the acquired business and to other guidelines used by companies within the same industry.

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Discontinued operations:

(Loss) income before taxes ( 16,602 ) 6,682 12,822

Income (loss) before taxes 1,479 ( 16,602 ) 6,682

Provision for income taxes 366 2,123 1,519

(Loss) income from discontinued operations ( 18,725 ) 5,163 9,697

Income (loss) from discontinued operations 1,113 ( 18,725 ) 5,163

Net income $ 75,629 $ 64,566 $ 65,091

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Income from continuing operations $ 2.27 $ 2.55 $ 1.85

(Loss) income from discontinued operations ( 0.57 ) 0.16 0.31

Income (loss) from discontinued operations 0.03 ( 0.57 ) 0.16

Net income $ 2.30 $ 1.98 $ 2.01

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Income from continuing operations $ 2.25 $ 2.53 $ 1.83

(Loss) income from discontinued operations ( 0.57 ) 0.16 0.30

Income (loss) from discontinued operations 0.04 ( 0.57 ) 0.16

Net income $ 2.29 $ 1.96 $ 1.99

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

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Foreign currency translation adjustment 2,512 3,301 1,766

Cumulative effect of accounting change — — ( 350 )

Adjustment to pension and post-retirement benefit liability, net of tax ( 371 ) 77 723

Other comprehensive income (loss) 2,930 1,843 ( 2,868 )

Adjustment to post-retirement benefit liability, net of tax 136 ( 371 ) 77

Other comprehensive income 2,648 2,930 1,843

Total comprehensive income $ 78,277 $ 67,496 $ 66,934

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Cash and cash equivalents $ 12,849 $ 32,054

Accounts receivable, net of allowance of $ 3,529 and $ 5,951

Accounts receivable, net of allowance of $ 3,738 and $ 3,529 , respectively

236,444 197,990

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Other assets 483 1,599

Assets of discontinued operations — 61,926

$ 1,214,901 $ 1,212,494

Liabilities and Shareholders’ Equity

Liabilities and Stockholders’ Equity

Current liabilities:

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Other non-current liabilities 27,204 24,026

Liabilities of discontinued operations — 9,670

Shareholders’ equity:

Stockholders’ equity:

Preferred stock, $ 0.01 par value;

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Common stock, $ 0.01 par value;

authorized 50,000 shares;

33,568 and 33,192 shares issued in 2020 and 2019

authorized 100,000 and 50,000 shares in 2021 and 2020;

33,799 and 33,568 shares issued and outstanding in 2021 and 2020

Additional paid-in capital 314,541 304,870

Retained earnings 545,572 469,943

Accumulated other comprehensive loss ( 2,461 ) ( 5,391 )

Accumulated other comprehensive income (loss) 187 ( 2,461 )

Cost of 1,107 and 1,028 common shares held in treasury in 2021 and 2020

( 35,380 ) ( 28,883 )

Total shareholders’ equity 743,805 673,964

Total stockholders’ equity 825,258 743,805

$ 1,214,901 $ 1,212,494

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Net income $ 75,629 $ 64,566 $ 65,091

(Loss) income from discontinued operations ( 18,725 ) 5,163 9,697

Income (loss) from discontinued operations 1,113 ( 18,725 ) 5,163

Income from continuing operations 74,516 83,291 59,928

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Net cash provided by operating activities of continuing operations 25,072 73,016 112,536

Net cash provided by operating activities of discontinued operations 16,088 17,399 13,184

Net cash (used in) provided by operating activities of discontinued operations ( 2,002 ) 16,088 17,399

Net cash provided by operating activities 23,070 89,104 129,935

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Net proceeds from sale of business 38,062 2,000 —

Net cash used in investing activities of continuing operations ( 324,677 ) ( 17,279 ) ( 15,261 )

Net cash (used in) provided by investing activities of discontinued operations ( 2,033 ) ( 2,394 ) 712

Net cash used in investing activities ( 326,710 ) ( 19,673 ) ( 14,549 )

Net cash provided by (used in) investing activities of continuing operations 24,714 ( 324,677 ) ( 17,279 )

Net cash used in investing activities of discontinued operations ( 176 ) ( 2,033 ) ( 2,394 )

Net cash provided by (used in) investing activities 24,538 ( 326,710 ) ( 19,673 )

Cash Flows from Financing Activities

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Payment of debt issuance costs — — ( 1,235 )

Purchase of treasury stock at market prices ( 6,656 ) ( 4,305 ) ( 7,165 )

Purchase of common stock at market prices ( 6,497 ) ( 6,656 ) ( 4,305 )

Net proceeds from issuance of common stock 1,021 1,119 490

Net cash provided by (used in) financing activities 79,463 ( 217,050 ) ( 6,180 )

Net cash (used in) provided by financing activities ( 66,612 ) 79,463 ( 217,050 )

Effect of exchange rate changes on cash ( 201 ) ( 1,166 ) 1,145

Net (decrease) increase in cash and cash equivalents ( 159,309 ) ( 105,643 ) 74,726

Net decrease in cash and cash equivalents ( 19,205 ) ( 159,309 ) ( 105,643 )

Cash and cash equivalents at beginning of year 32,054 191,363 297,006

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

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Paid-In Capital Retained Earnings Accumulated

Comprehensive Loss Treasury Stock Total

Shareholders’ Equity

Comprehensive (Loss) Income Treasury Stock Total

Stockholders’ Equity

Shares Amount Shares Amount

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Foreign currency translation adjustment — — — — 1,766 — — 1,766

— — — — ( 3,241 ) — — ( 3,241 )

Minimum pension and post retirement benefit plan adjustments, net of taxes of $ 225

Minimum post retirement benefit plan adjustments, net of taxes of $ 24

— — — — 77 — — 77

1 unchanged sentence

Cumulative effect of accounting change — — — 1,582 — — — 1,582

— — — 624 ( 350 ) — — 274

Net settlement of restricted stock units 255 3 ( 3 ) — — 110 ( 4,305 ) ( 4,305 )

460 5 ( 5 ) — — 181 ( 7,165 ) ( 7,165 )

Issuance of restricted stock 7 — — — — — — —

Issuance of restricted stock units 8 — — — — — — —

Stock options exercised 42 — 490 — — — — 490

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Foreign currency translation adjustment — — — — 3,301 — — 3,301

— — — — 1,766 — — 1,766

Minimum post retirement benefit plan adjustments, net of taxes of $ 116

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Cumulative effect of accounting change — — — ( 291 ) — — — ( 291 )

— — — 1,582 — — — 1,582

Net settlement of restricted stock units 296 4 ( 4 ) — — 122 ( 6,656 ) ( 6,656 )

255 3 ( 3 ) — — 110 ( 4,305 ) ( 4,305 )

Issuance of restricted stock 8 — — — — — — —

Issuance of restricted stock units 4 — — — — — — —

Stock options exercised 76 — 1,119 — — — — 1,119

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Foreign currency translation adjustment — — — — 2,512 — — 2,512

— — — — 3,301 — — 3,301

Minimum post retirement benefit plan adjustments, net of taxes of $ 43

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Stock compensation expense — — 8,652 — — — — 8,652

Cumulative effect of accounting change (see Note 1)

— — — ( 291 ) — — — ( 291 )

Net settlement of restricted stock units 192 2 ( 2 ) — — 79 ( 6,497 ) ( 6,497 )

296 4 ( 4 ) — — 122 ( 6,656 ) ( 6,656 )

Issuance of restricted stock 4 — — — — — — —

Issuance of restricted stock units 3 — — — — — — —

Stock options exercised 36 — 1,021 — — — — 1,021

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The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Actual results could differ from those estimates.

Actual results could differ from those estimates due to uncertainty in current economic environment.

Segment Reporting

The Company has four reportable segments:

Renewables, Residential, Agtech and Infrastructure.

In 2021, the Company's former Renewable Energy and Conservation segment was divided into two segments, Renewables and Agtech.

For further disclosure regarding the Company's reportable segments, refer to Note 20 "Segment Information."

Revenue recognition

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The majority of the Company's revenue from contracts with customers is recognized when the Company transfers control of the promised product at a point in time, which is determined when the customer has legal title and the significant risks and rewards of ownership of the asset, and the Company has a present right to payment for the product.

These contracts with customers include promised products, which are generally capable of being distinct and accounted for as separate performance obligations.

Accordingly, the Company allocates the transaction price, which is generally the quoted price per terms of the contract and the consideration the Company expects to receive, to each performance obligation in an amount based on an observable price of the products as the Company frequently sells these products separately in similar circumstances and to similar customers.

The Company allocates the transaction price, which is generally the quoted price per terms of the contract and the consideration the Company expects to receive, to each performance obligation.

These products are generally sold with rights of return and these contracts may provide other credits or incentives, which are accounted for as variable consideration.

Variable consideration is estimated at the most likely amount to predict the consideration to which the Company will be entitled, and only to the extent it is probable that a subsequent change in estimate will not result in a significant revenue reversal when estimating the amount of revenue to recognize.

Sales returns, allowances, and customer incentives, including rebates, are treated as reductions to the sales transaction price and based largely on an assessment of all information (i.e., historical, current and forecasted) that is reasonably available to the Company, and estimated at contract inception and updated at the end of each reporting period as additional information becomes available.

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For the contracts for products that have no alternative use and for which the Company has an enforceable right to payment, the Company identifies these products as products that are not a standard inventory item or the Company cannot readily direct the product to another customer for use without incurring a significant economic loss, or significant costs to rework the product.

When the promised products and services are to construct a certain asset that the customer controls, the entire contract is accounted for as one performance obligation.

The Company determines the transaction price for each contract based on the consideration the Company expects to receive for the promised products and services under the entire contract, which is generally the stated contract price based on an expected cost plus a margin.

When the promised products do not have an alternative use to the Company, and the Company has enforceable rights to payment, the transaction price is determined for each contract based on the consideration the Company expects to receive for the promised products under the contract and is generally the stated contract price based on

an expected cost plus a margin for each performance obligation.

These promised products are generally capable of being distinct and accounted for as separate performance obligations.

For the above contracts with customers with respect to which the Company satisfies a performance obligation over time, the Company recognizes revenue based on the extent of progress towards completion of the performance obligation.

The cost-to-cost measure of progress best depicts the transfer of control to the customer which occurs as the Company incurs costs on the contract as the incurred costs are proportionate to the Company's progress in satisfying the performance obligation.

Under the cost-to-cost measure of progress, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation.

Under the cost-to-cost measure of progress, for which the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation.

Revenues are recognized proportionally as costs are incurred.

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Provision for loss on an uncompleted performance obligation is recognized in the period in which such loss is determined.

The Company regularly reviews the progress and performance of the performance obligation recognized over time under the cost-to-cost method.

Any adjustments to net sales, cost of sales, and the related impact to operating income are recognized as necessary in the period they become known.

Changes in estimates of net sales, cost of sales, and the related impact to operating income are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current or prior periods based on a performance obligation's cost-to-cost measure of progress.

The Company regularly reviews the progress under the cost-to-cost method and any adjustments are recognized as necessary.

Changes in estimates are recognized as they become known using cumulative catch-up basis.

The Company also recognizes revenues from services contracts over time.

For these contracts, the transaction price is determined for each contract based on the consideration the Company expects to receive for the promised service under the contract, which generally is the stated contract price.

In order to estimate the standalone selling price of the performance obligation, the Company evaluates the market in which the promised service is sold and estimates the price that customers in the market would be willing to pay.

Further, the Company recognizes revenue over time during the term of the agreement as the customer is simultaneously receiving and consuming the benefits provided throughout the Company's performance.

The Company recognizes revenue over time during the term of the agreement as the customer is simultaneously receiving and consuming the benefits provided throughout the Company's performance.

Therefore due to control transferring over time, the Company recognizes revenue on a straight-line basis throughout the contract period.

Contract assets and contract liabilities

Costs in excess of billings includes unbilled amounts resulting from revenues under contracts with customers that are satisfied over time and when the cost-to-cost measurement method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time.

Amounts do not exceed their net realizable value.

Costs in excess of billings are classified as current assets and are reported net of contract billings on a contract-by-contract basis at the end of each reporting period.

Billings in excess of cost includes billings in excess of revenue recognized and deferred revenue, which includes advanced payments, up-front payments, and progress billing payments.

Billings in excess of cost are reported net of contract cost on a contract-by-contract basis at the end of each reporting period and are classified as current liabilities.

To determine the revenue recognized in the period from the beginning balance of billings in excess of cost, the contract liability as of the beginning of the period is recognized as revenue on a contract by contract basis when the Company incurs costs to satisfy the performance obligation related to the individual contract.

Once the beginning contract liability balance for an individual contract has been fully recognized as revenue, any additional payments received in the period are recognized as revenue once the related costs have been incurred.

Contract assets primarily represents revenue recognized for performance obligations that have been satisfied but for which amounts receivable have not been billed.

These are included as current assets and included within accounts receivable on the Company's consolidated balance sheet.

Contract liabilities include payments received from customers in advance of the satisfaction of performance obligations for a contract.

The Company does not consider contract advances to be significant financing components as the intent of these payments in advance are for reasons other than providing a significant financing benefit and are customary in the Company's industry.

Unearned revenue relates to payments received in advance of performance under the contract and is recognized when the Company performs under the contract.

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As of December 31, 2021 and 2020, the Company's most significant customer is a home improvement retailer.

The home improvement retailer purchases from the Residential Products and the Renewable Energy and Conservation segments.

The home improvement retailer purchases from the Residential segment.

Accounts receivable as a percentage of consolidated accounts receivable from the home improvement retailer was 14 % and 11 % as of December 31, 2021 and 2020, respectively.

Net sales to the home improvement retailer as a percentage of consolidated net sales were 14 % in each of the years ended December 31, 2020, 2019 and 2018, with the majority of those sales within the Company's Residential Products segment.

Net sales to the home improvement retailer as a percentage of consolidated net sales were 13 % during the year ended December 31, 2021 and 14 % during each of the years ended December 31, 2020 and 2019.

Inventories are valued at the lower of cost, determined using the first-in, first-out method, or net realizable value.

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The quantitative impairment test consists of comparing the fair value of a reporting unit, determined using two valuation techniques, to its carrying value.

If the carrying value of the reporting unit exceeds its fair value, goodwill is considered impaired, and a loss measured by the excess of the carrying value of the reporting unit over the fair value of the reporting unit must be recorded.

If the carrying value of the reporting unit exceeds its fair value, goodwill is

considered impaired, and a loss measured by the excess of the carrying value of the reporting unit over the fair value of the reporting unit must be recorded.

The Company also tests its indefinite-lived intangible assets for impairment on an annual basis as of October 31, or more frequently if an event occurs, or circumstances change, that indicate that the fair value of an indefinite-lived intangible asset could be below its carrying value.

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Identifiable intangible assets with finite useful lives are amortized over their estimated useful lives.

For additional disclosure of the Company's goodwill and other intangible assets refer to Note 7 "Goodwill and Related Intangible Assets."

Impairment of long-lived assets

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Otherwise, the Company uses undiscounted cash flows to determine whether impairment exists and measures any impairment loss by approximating fair value using acceptable valuation techniques, including discounted cash flow models and third-party appraisals.

While the Company did not recognize any impairment charges related to intangible assets and other long-lived assets during the years ended December 31, 2020 and 2019, impairment charges related to intangible assets and other long-lived assets were recognized during the year ended December 31, 2018.

Several of these impairment charges related to exit activities during the year ended December 31, 2018, as described in Note 15 of the consolidated financial statements.

For additional disclosure on impairment of the Company's long-lived assets refer to Note 7 "Goodwill and Related Intangible Assets" and Note 15 "Exit Activity Costs and Asset Impairments."

The Company determines if an agreement is, or contains, a lease at the inception of the agreement.

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The initial lease liability is recognized at the present value of remaining lease payments over the lease term.

Leases with an initial term of twelve months or less are not recorded on the Company's

consolidated balance sheet.

Leases with an initial term of twelve months or less are not recorded on the Company's consolidated balance sheet.

The Company recognizes lease expense for operating leases on a straight-line basis over the lease term.

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Deferred charges

Deferred charges associated with initial costs incurred to enter into new debt arrangements are included in other assets and are amortized as a part of interest expense over the terms of the associated debt agreements.

Deferred charges associated with initial costs incurred to enter into new debt arrangements are included as a component of long-term debt and are amortized as a part of interest expense over the terms of the associated debt agreements.

The Company expenses advertising costs as incurred.

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Standard Description Financial Statement Effect or Other Significant Matters

Financial Instruments - Credit Losses

The objective of this standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit, including trade receivables, held by an entity at each reporting date.

The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

The standard is effective for the Company as of January 1, 2020.

The Company adopted the amendments in this update using the modified retrospective approach through a cumulative-effect adjustment to retained earnings of $ 291,000 , net of $ 96,000 of income taxes, on the opening consolidated balance sheet as of January 1, 2020.

The Company's financial assets that are in the scope of the standard are contract assets and accounts receivables which are short-term in nature.

Additionally, the Company has identified and implemented appropriate changes to the Company's business processes, policies and internal controls to support reporting and disclosures.

Date of adoption:

Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract

The amendments in this update require an entity to apply the same requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract as the entity would for implementation costs incurred to develop or obtain internal-use software.

The accounting for the service element is not affected by the amendments in this update.

The standard is effective for the Company as of January 1, 2020.

The Company adopted the amendments in this update using the prospective method of adoption, and the adoption did not have a material impact to the Company's financial statements.

Date of adoption:

Recent Accounting Pronouncements Not Yet Adopted

Standard Description Financial Statement Effect or Other Significant Matters

Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes

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The amendments of this standard are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued, with the amendments to be applied on a respective, modified retrospective or prospective basis, depending on the specific amendment.

The Company is currently evaluating the requirements of this standard.

The standard is not expected to have a material impact on the Company's financial statements.

Planned date of adoption:

The standard was effective for the Company as of January 1, 2021.

The Company adopted the amendments in this update and the adoption did not have a material impact to the Company’s financial statements.

Date of adoption:

Recent Accounting Pronouncements Not Yet Adopted

Standard Description Financial Statement Effect or Other Significant Matters

Reference Rate Reform (Topic 842), Facilitation of Effects of Reference Rate Reform on Financial Reporting , and

2021-01 Reference Rate Reform (Topic 842), Scope

The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met, and apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued as a result of reference rate reform.

The expedients and exceptions provided by the amendments in ASU 2020-04 do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022 The amendments in ASU 2021-01 clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.

The amendments in these updates are effective as of March 12, 2020 through December 31, 2020, and may be applied retrospectively to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date the financial statements are available to be issued.

The adoption of the amendments in these updates are not expected to have a material impact on the Company's financial statements.

The Company considers the applicability and impact of all ASUs.

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Refer to Note 3 "Revenue" concerning the Company's costs in excess of billings.

The Company's accounts receivable balance as of December 31, 2020 primarily increased from December 31, 2019 due to acquired receivables of approximately $ 62 million during 2020.

Refer to Note 6 "Acquisitions" for additional information concerning the Company's acquisitions.

The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and determined that the estimate of credit losses was not significantly impacted as of December 31, 2020.

Sales includes revenue from contracts with customers for designing, engineering, manufacturing and installation of solar racking systems and greenhouse structures;

extraction systems;

Sales includes revenue from contracts with customers for designing, engineering, manufacturing and installation of solar racking systems;

electrical balance of systems;

roof and foundation ventilation products;

centralized mail systems and electronic package solutions;

rain dispersion products and roofing accessories;

expansion joints and structural bearings.

retractable awnings;

gutter guards;

rain dispersion products;

trims and flashings and other accessories;

designing, engineering, manufacturing and installation of greenhouses;

botanical extraction systems;

structural bearings;

expansion joints;

pavement sealant;

elastomeric concrete;

and bridge cable protection systems.

Refer to Note 20 "Segment Information" for additional information related to revenue recognized by timing of transfer of control by reportable segment.

4 unchanged sentences

Additionally, as of December 31, 2021 and 2020, there were no assets recognized related to incremental costs of obtaining a contract with a customer as the benefits of these costs are not expected to exceed one year .

Contract assets consist of costs in excess of billings.

Contract liabilities consist of billings in excess of cost and unearned revenue, respectively.

Contract assets consist of costs in excess of billings presented within accounts receivable in the Company's consolidated balance sheets.

Contract liabilities consist of billings in excess of cost, classified as current liabilities, and unearned revenue, presented within accrued expenses, in the Company's consolidated balance sheets.

The following table presents the ending and beginning balances of costs in excess of billings, billings in excess of cost and unearned revenue, respectively, as of December 31, (in thousands):

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Unearned revenue ( 3,681 ) ( 21,325 ) ( 15,389 )

Revenue recognized that was included in billings in excess of cost and unearned revenue at the beginning of the periods, respectively, during the years ended December 31, (in thousands):

2020 2019 2018

Revenue recognized in the period from:

Amounts included in billings in excess of cost

at the beginning of the period $ 45,536 $ 17,371 $ 10,097

Amounts included in unearned revenue

at the beginning of the period $ 12,229 $ 10,090 $ 2,988

At December 31, 2020, costs in excess of billings, billings in excess of cost, and unearned revenue included approximately $ 6.8 million, $ 12.4 million and $ 9.0 million, respectively, from acquisitions during the year ended December 31, 2020.

The increase in contract liabilities as of December 31, 2019 compared to December 31, 2018 was primarily due to the timing of significant advanced and up-fronts payments in the Renewable Energy and Conservation segment near the end of December 31, 2019 from contracts with customers for which the performance obligations had not been satisfied.

Revenue recognized during the years ended December 31, 2021, 2020, and 2019 that was in contract liabilities at the beginning of the respective periods was $ 53.0 million, $ 57.8 million, and $ 27.5 million, respectively.

The increase in costs in excess of billings as of December 31, 2021 compared to December 31, 2020 was primarily due to the timing of the Company's right to invoice customers for performance satisfied by the Company for significant contracts in the Renewables and Agtech segments near the end of December 31, 2021.

At December 31, 2020, costs in excess of billings, billings in excess of cost, and unearned revenue included approximately

$ 6.8 million, $ 12.4 million, and $ 9.0 million, respectively, from acquisitions during the year ended December 31, 2020.

(4) INVENTORIES

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The Company's gross inventory balances are reduced by reserves for excess, obsolete and slow moving inventory and estimates for determining net realizable value of the inventory that are reported on a net basis on the Company's consolidated balance sheet.

The Company's total inventory balance as of December 31, 2020 increased from December 31, 2019 largely due to acquired inventory of approximately $ 30 million during 2020.

Refer to Note 6 "Acquisitions" for additional information concerning the Company's acquisitions.

The increase in the Company's total inventories balance as of December 31, 2021 from December 31, 2020 was largely the result of higher input costs, including raw material costs and in-bound freight, as compared to prior year, along with higher levels of inventory carried to accommodate for supply chain challenges in procuring adequate inventory to meet customer needs.

The following table summarizes activity recorded within the reserve for excess, obsolete and slow moving inventory for the years ended December 31 (in thousands):

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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.

During the year ended December 31, 2020, the Company acquired five businesses in separate transactions, described further below, two of which are included within the Company's Renewables segment, two in our Agtech segment, and one in our Residential segment.

The 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 membership interests of TerraSmart LLC and TerraTrak LLC (collectively, "TerraSmart"), a 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 Renewables segment.

The purchase consideration for the acquisition of TerraSmart was $ 223.9 million, which includes a working capital adjustment and certain other adjustments provided for in the equity purchase agreement.

The purchase price for the TerraSmart acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition.

The Company has completed the process to confirm the existence, condition and completeness of assets acquired and liabilities assumed to establish fair values of the assets acquired and liabilities assumed to determine the amount of goodwill to be recognized as of the date of acquisition.

The final determination of the fair value of certain assets and liabilities was completed within a measurement period of up to one year from the date of acquisition.

The excess consideration was recorded as goodwill and approximated $ 141.0 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):

The allocation of the TerraSmart 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):

Working capital 5,569

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Fair value of purchase consideration $ 223,867

The intangible assets acquired in this acquisition consisted of the following (in thousands):

The intangible assets acquired in the TerraSmart acquisition consisted of the following (in thousands):

Fair Value Weighted-Average Amortization Period

Trademarks $ 20,830 Indefinite

Trademarks 300 7 years

Technology 1,940 12 years

Customer relationships 35,110 12 years

Non-compete agreements 2,200 5 years

Backlog 6,270 Less than 1 year

Total $ 64,150

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.

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 purchase consideration of $ 3.8 million, which includes a 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 Renewables segment.

The excess consideration was recorded as goodwill and approximated $ 3.5 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.

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 segment, for a 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 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.

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 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 results of Delta Separations have been included in the Company's consolidated financial results since the date of acquisition within the Company's Agtech 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):

The results of Thermo have been included in the Company's consolidated financial results since the date of acquisition within the Company's Agtech segment.

The excess consideration recorded as goodwill approximated $ 19.1 million, all of which is deductible for tax purposes.

The allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed in the acquisitions of Sunfig, Architectural Mailboxes, Delta Separations and Thermo is as follows as of the respective date of the acquisition (in thousands):

Working capital ( 15,377 )

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The intangible assets acquired in the four acquisitions noted above consisted of the following (in thousands):

The intangible assets acquired in the acquisitions of Sunfig, Architectural Mailboxes, Delta Separations and Thermo consisted of the following as of the respective date of the acquisition (in thousands):

Fair Value Weighted-Average Amortization Period

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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 results of Apeks have been included in the Company's consolidated financial results since the date of acquisition within the Company's Agtech 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.

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Fair value of purchase consideration $ 12,561

The intangible assets acquired in this acquisition consisted of the following (in thousands):

The intangible assets acquired in this acquisition consisted of the following as of the date of the acquisition (in thousands):

Fair Value Weighted-Average Amortization Period

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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.

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):

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

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):

The acquisitions of Sunfig, Architectural Mailboxes, Delta Separations, Thermo and Apeks were funded from cash on hand.

The Company recognized costs as a component of cost of sales related to the sale of inventory at fair value as a result of allocating the purchase price of recent acquisitions.

The Company also incurred certain acquisition-related costs composed of legal and consulting fees.

These costs were recognized as a component of selling, general, and administrative expenses in the consolidated statements of operations.

The acquisition-related costs consisted of the following for the years ended December 31 (in thousands):

2021 2020 2019

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The changes in the carrying amount of goodwill for the years ended December 31 were as follows (in thousands):

Renewable Energy & Conservation Residential Products Infrastructure Products Total

Renewables Residential Agtech Infrastructure Total

Balance at December 31, 2019 $ 44,816 $ 198,075 $ 32,786 $ 31,678 $ 307,355

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Balance at December 31, 2020 $ 192,527 $ 205,452 $ 84,622 31,678 $ 514,279

Acquired goodwill 197,866 7,377 — 205,243

Adjustments to prior year acquisitions ( 2,433 ) — 323 — ( 2,110 )

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No goodwill impairment charges were recognized by the Company during 2021 or 2020.

Annual Impairment Testing

The Company performed its annual goodwill impairment test as of October 31, 2020, 2019, and 2018.

During the October 31, 2020 impairment test, the Company conducted a quantitative analysis for all ten of the Company’s reporting units.

Annual and Interim Impairment Testing

The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis as of October 31 and at interim dates when indicators of impairment are present.

In 2021, 2020 and 2019, no indicators of impairment were identified as of interim dates;

therefore, no interim tests were performed.

During the October 31, 2021 impairment test, the Company conducted a quantitative analysis for all eight of the Company’s reporting units.

The quantitative impairment test consists of comparing the fair value of a reporting unit with its carrying value including goodwill.

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Each valuation approach relies on significant assumptions including a weighted average cost of capital ("WACC") based upon the capital structure of market participants in the Company’s peer groups, projected revenue growth, forecasted cash flows, and earnings multiples based on the market value of the Company and market participants within its peer groups.

As a result of our annual testing for 2020, 2019 and 2018, none of the reporting units with goodwill as of our testing date had carrying values in excess of their fair values.

Interim Impairment Testing

The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis as of October 31 and at interim dates when indicators of impairment are present.

The Company considered the current and future macroeconomic and market conditions, along with its current market capitalization, projected cash flows and internal and external forecasts, and projections relating to the impact of the COVID-19 pandemic on each of its reporting units during the interim periods.

The Company determined that no triggering events had occurred which would require an interim impairment test to be performed.

In 2020, 2019 and 2018, no indicators of impairment were identified as of interim dates;

therefore, no interim tests were performed.

As a result of the Company's annual testing for 2021, 2020 and 2019, none of the reporting units with goodwill as of the testing date had carrying values in excess of their fair values.

Acquired Intangible Assets

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Total acquired intangible assets $ 215,172 $ 73,668 $ 211,753 $ 55,388

The Company did not recognize impairment charges related to indefinite-lived trademark intangible assets for the years ended December 31, 2020 and 2019.

During the year ended December 31, 2018, the Company recognized impairment charges of $ 1.2 million related to indefinite-lived trademark intangible assets.

The Company also recognized impairment charges of $ 0.3 million related to finite-lived intangible assets for the year ended December 31, 2018.

During the year ended December 31, 2021, the Company recognized impairment charges of $ 8.3 million related to indefinite-lived trademark intangible assets due to a rebranding initiative that resulted in the discontinuation of certain indefinite-lived trademarks in the Company's Agtech segment.

The Company did no t recognize impairment charges related to indefinite-lived trademark intangible assets for the year ended December 31, 2020.

The Company recognized amortization expense related to the definite-lived intangible assets.

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Compensation $ 15,293 $ 18,131

Current portion of cash-settled share-based liabilities 3,504 14,817

Interest and taxes 1,850 3,569

Customer rebates 15,253 11,575

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Current operating lease liability 7,239 8,034

Interest and taxes 5,463 1,850

Unearned revenue 3,681 21,325

Current portion of cash-settled share-based liabilities 2,947 3,504

Other 10,807 12,171

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Accrued expenses for insurance are primarily for general liability, workers’ compensation and employee healthcare policies for which the Company is self-insured up to certain per-occurrence and aggregate limits.

The amounts accrued represent the Company's best estimates of the probable amount of claims to be paid.

accrued represent the Company's best estimates of the probable amount of claims to be paid.

Differences between the amounts accrued and the amount that may be reasonably possible of payment are not material.

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The current portion of share-based liabilities represents the Company's equity-based awards that are settled in cash, further described in Note 12 "Equity-Based Compensation".

The Company's long-term debt outstanding at December 31, 2020 was $ 85.6 million, consisting of $ 85.0 million of borrowings under the revolving credit facility and $ 0.6 million of other debt.

As of December 31, 2019, the Company had no outstanding debt.

Long-term debt consists of the following (in thousands):

December 31, 2021 December 31, 2020

Revolving credit facility $ 24,500 $ 85,000

Other debt — 636

Less unamortized debt issuance costs ( 719 ) —

Total debt $ 23,781 $ 85,636

Senior Credit Agreement

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Borrowings under the Senior Credit Agreement are secured by the trade receivables, inventory, personal property, equipment, and general intangibles of the Company’s significant domestic subsidiaries.

Capital distributions are subject to certain Total Leverage Ratio requirements and capped by an annual aggregate limit under the Senior Credit Agreement.

Standby letters of credit of $ 6.2 million have been issued under the Senior Credit Agreement to third parties on behalf of the Company as of December 31, 2021.

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Interest cost 125 172

Actuarial gain 580 ( 52 )

Plan amendments 162 —

Actuarial (gain) loss ( 200 ) 580

Benefits paid, net of contributions ( 328 ) ( 343 )

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Expected benefit payments $ 358 $ 369 $ 377 $ 389 $ 401 $ 1,961

(11) ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The cumulative balance of each component of accumulated other comprehensive (loss) income is as follows (in thousands):

Adjustment Minimum post retirement benefit plan adjustments Total Pre-Tax Amount Tax (Benefit) Expense Accumulated

Comprehensive

(Loss) Income

(11) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The cumulative balance of each component of accumulated other comprehensive income (loss) is as follows (in thousands):

Foreign Currency Translation Adjustment Minimum post retirement benefit plan adjustments Total Pre-Tax Amount Tax (Benefit) Expense Accumulated Other Comprehensive Income (Loss)

Balance at December 31, 2019 $ ( 4,173 ) $ ( 1,939 ) $ ( 6,112 ) $ ( 721 ) $ ( 5,391 )

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2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") which allows the Company to grant awards of shares of the Company's common stock to non-employee Directors of the Company and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan.

At December 31, 2020, 513,000 and 136,000 shares were available for issuance under the 2018 Plan and 2015 Plan, respectively, as incentive stock options or other stock awards, and 29,000 shares were available for issuance under the Non-Employee Directors Plan as awards of shares of the Company's common stock.

At December 31, 2021, approximately 393,000 and 120,000 shares were available for issuance under the 2018 Plan and 2015 Plan, respectively, as incentive stock options or other stock awards, and approximately 19,000 shares were available for issuance under the Non-Employee Directors Plan as awards of shares of the Company's common stock.

The Company recognized the following compensation expense in connection with awards that vested under the 2018 Plan, the 2015 Plan, the Prior Plan, and the Non-Employee Directors Plan along with the related tax benefits recognized during the years ended December 31 (in thousands):

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Equity Based Awards - Settled in Stock

The following table provides the number of stock options, stock units, and common stock granted during the years ended December 31, along with the weighted-average grant-date fair value of each award:

The following table provides the number of stock units and common stock granted during the years ended December 31, along with the weighted-average grant-date fair value of each award:

2021 2020 2019

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5,000 5.33 $ 39.55 5,000 $ 39.55

$ 10.01 – $ 39.00

— 0 $ — — $ —

$ 39.01 – $ 44.00

25,000 1.4 $ 42.35 25,000 $ 42.35

41,500 41,500

The following table summarizes information about stock option transactions:

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(1) The Company’s performance stock units (“PSUs”) represent shares granted for which the final number of shares earned depends on financial performance or market conditions.

The number of shares to be issued may vary between 0 % and 200 % of the number of performance stock units granted depending on the relative achievement to targeted thresholds.

The Company's PSUs with a financial performance condition are based on either the Company’s return on invested capital (“ROIC”) over a one-year period performance period or revenue, gross profit, and operating profit thresholds over a two-year or three-year performance period.

The number of shares to be issued may vary between 0 % and 200 % of the number of PSUs granted depending on the relative achievement to targeted thresholds.

The Company's PSUs with a financial performance condition are based on either the Company’s return on invested capital (“ROIC”) over a one-year period performance period or other criteria such as revenue, gross profit, and operating profit thresholds over a two-year or three-year performance period.

The Company's PSUs with a market condition are based on the ranking of the Company’s total shareholder return (“TSR”) performance, on a percentile basis, over a three year performance period compared to the S&P Small Cap Industrial sector, over the same three year performance period.

(2) The Company's PSU adjustments during 2020 represent additional shares granted for achievement in excess of targeted thresholds at the end of the performance period.

The Company's PSUs with a financial performance condition, based on the Company’s ROIC, granted in 2019 accounted for 23,628 units of the total adjustments at a final achievement ratio of 116%.

The Company's PSUs with a market condition, based on the relative ranking of the Company’s TSR performance, granted in 2017 accounted for the remaining 3,900 units at final achievement ratio of 115.6%.

(3) Vested and issued upon termination from service as a member of the Company's Board of Directors.

(2) The Company's PSU adjustments during 2021 represent shares earned for achievement in excess of targeted thresholds at the end of the performance period.

The Company's PSUs with a financial performance condition, based on the Company ROIC, granted in 2020 accounted for the 7,400 PSUs that will be converted to shares and issued to recipients in the first quarter of 2023 at 109.5 % of the target amount granted, based on the Company's actual ROIC compared to ROIC target for the performance period ended December 31, 2020.

(3) Vested and issuable upon termination from service as a member of the Company's Board of Directors.

The fair value of the common stock, restricted stock units, and deferred stock units, as well as the performance stock units with a financial performance condition granted during the three years ended December 31, 2021 was based on the Company stock price at grant date of the award.

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Aggregate fair value of vested deferred stock units $ 630 $ 570 $ 285

As of December 31, 2020, there was $ 14.1 million of total unrecognized compensation cost related to non-vested options, restricted shares, and restricted stock units.

As of December 31, 2021, there was $ 10.3 million of total unrecognized compensation cost related to non-vested restricted and performance stock units.

That cost is expected to be recognized over a weighted average period of 2.1 years.

Equity Based Awards - Settled in Cash

As of December 31, 2020, the Company's total share-based liabilities recorded on the consolidated balance sheet was $ 18.2 million, of which $ 3.5 million was included in current accrued expenses and $ 14.7 million was included in non-current liabilities.

Total share-based liabilities as of December 31, 2019 were $ 28.0 million, of which $ 13.2 million was included in non-current liabilities.

At December 31, 2020, the Company's equity based awards that are settled in cash are the awards under the management stock purchase plan.

Management Stock Purchase Plan

The Management Stock Purchase Plan ("MSPP") provides participants the ability to defer a portion of their compensation, convertible to unrestricted investments, restricted stock units, or a combination of both, or defer a portion of their Directors’ fees, convertible to restricted stock units.

At December 31, 2021, the Company's equity based awards that are settled in cash are the awards under the Management Stock Purchase Plan ("MSPP").

The total of these share-based liabilities recorded on the consolidated balance sheet as of December 31, 2021 was $ 22.6 million, of which $ 2.9 million was included in current accrued expenses and $ 19.7 million was included in non-current liabilities.

Total share-based liabilities as of December 31, 2020 were $ 18.2 million, of which $ 14.7 million was included in non-current liabilities.

The MSPP provides participants the ability to defer a portion of their compensation, convertible to unrestricted investments, restricted stock units, or a combination of both, or defer a portion of their Directors’ fees, convertible to restricted stock units.

Employees eligible to defer a portion of their compensation also receive a company-matching award in restricted stock units equal to a percentage of their deferred compensation.

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The Company determined the carrying value of the outstanding balance on its revolving credit facility approximates fair value due to the variable market interest rate terms of the credit facility.

The Company had no balance outstanding on its revolving credit facility as of December 31, 2019.

The Company had $ 85 million outstanding on its revolving credit facility as of December 31, 2020.

The Company’s other financial instruments primarily consist of cash and cash equivalents, accounts receivable, notes receivable, and accounts payable.

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Other non-recurring fair value measurements

While the Company did not recognize any impairment changes related to certain intangible assets and property, plant, and equipment during the year ended December 31, 2019, the Company did recognize impairment of property, plant, and equipment during the year ended December 31, 2020 and impairment of certain intangible assets and property, plant, and equipment during the year ended December 31, 2018.

The Company recognized impairment charges related to certain intangible assets during the year ended December 31, 2021, and recorded impairment of property, plant, and equipment during the year ended December 31, 2020.

The Company did not recognize any impairment charges related to certain intangible assets or property, plant, and equipment during the year ended December 31, 2019.

The Company uses unobservable inputs, classified as Level 3 inputs, in determining the fair value of these assets.

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(14) DISCONTINUED OPERATIONS

During the fourth quarter of 2020, the Company committed to a plan to dispose its Industrial business as a result of its portfolio management strategy to focus on participation in higher value and faster growing markets.

The Industrial business, previously reported in the Company's Industrial and Infrastructure Products segment, has been classified as held for sale.

Accordingly, the results of operations and financial position of the held for sale Industrial business have been presented as a discontinued operation in the Company's consolidated financial statements for all periods presented.

The assets and liabilities of discontinued operations held for sale are presented as current respectively at December 31, 2020 as it is probable that the disposal by sale will occur and proceeds will be collected within one year.

On February 23, 2021, the Company sold the stock of its Industrial business which had been classified as held for sale and reported as a discontinued operation in the Company’s consolidated financial statements for the year ended December 31, 2020.

Net proceeds of $ 38 million, consisting of cash and a $ 13 million seller note, resulted in an estimated pre-tax loss of $ 30 million, subject to working capital and other adjustments, of which $ 29.6 million was recorded when the assets of the Industrial business were written down to fair market value during the fourth quarter of 2020.

The seller note was paid in full to the Company during the second quarter of 2021.

The results of operations and financial position of the Industrial business have been presented as a discontinued operation in the Company's consolidated financial statements for all periods presented.

The Company allocates interest to its discontinued operations in accordance with ASC Subtopic 205-20, “Presentation of Financial Statements – Discontinued Operations.” Interest was allocated based on the amount of net assets held by the discontinued operation in comparison to consolidated net assets.

The following carrying amounts of the major classes of assets and liabilities included in discontinued operations related to the Industrial business has been segregated from the Company's continuing operations and are reported

as assets and liabilities of discontinued operations held for sale.

respectively, in the consolidated balance sheets at December 31, (in thousands):

The following carrying amounts of the major classes of assets and liabilities included in discontinued operations related to the Industrial business have been segregated from the Company's continuing operations and are reported as assets and liabilities of discontinued operations held for sale, respectively, in the consolidated balance sheet at December 31, 2020 (in thousands):

December 31, 2020

Accounts receivable, net $ 11,261

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Total liabilities classified as held for sale $ 49,295

(1) The assets and liabilities of the disposal group classified as held for sale are classified as current on the December 31, 2020 consolidated balance sheet because it is probable that the sale will occur and proceeds will be collected within one year.

Components of the (loss) income from discontinued operations before taxes, including the interest allocated to discontinued operations, for the years ended December 31 were as follows (in thousands):

(1) The assets and liabilities of the discontinued operations were classified as current on the December 31, 2020 consolidated balance sheet, as it was probable that the sale would occur and proceeds would be collected within one year.

Components of the income (loss) from discontinued operations before taxes, including the interest allocated to discontinued operations, for the years ended December 31 were as follows (in thousands):

2021 2020 2019

1 unchanged sentence

Operating expenses 17,493 115,822 143,335

Loss on classification as held for sale 29,600 — —

Loss and adjustments to loss on disposal 1,419 29,600 —

Interest expense allocation — 95 208

(Loss) income from discontinued operations before taxes $ ( 16,602 ) $ 6,682 $ 12,822

Income (loss) from discontinued operations before taxes $ 1,479 $ ( 16,602 ) $ 6,682

On June 30, 2020, the Company sold its self-guided apartment tour application business to a third party from its Residential segment.

The $ 2.0 million net proceeds from the sale resulted in pre-tax net gain of $ 1.9 million and has been presented within other (income) expense in the consolidated statements of income.

This divestiture does not meet the criteria to be reported as a discontinued operation nor did it have a major effect on the Company's operations.

(15) EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS

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These initiatives have resulted in the identification of low-volume, low margin, internally-produced products which have been or will be outsourced or discontinued, the simplification of processes, in the sale and exiting of less profitable businesses or products lines, and the reduction in our manufacturing footprint.

Exit activity costs were incurred during 2020 related to moving and closing costs, severance and contract terminations incurred as a result of process simplification initiatives.

In conjunction with these initiatives, in 2020, the Company closed two facilities and, separately, sold a facility closed in 2017.

The Company closed and

consolidated one facility during 2019.

In 2018, the Company sold and leased back a facility which resulted in a gain, and closed four other facilities.

These closures resulted in asset impairment charges and exit activity costs.

The following table sets forth the asset impairment charges and exit activity costs incurred by segment during the years ended December 31 related to the restructuring activities described above (in thousands):

Exit activity costs were incurred during 2021 related to moving and closing costs, severance and contract terminations, along with asset impairment charges related to the write-down of inventory and impairment of machinery and equipment associated with discontinued product lines, as a result of process simplification initiatives.

In conjunction with these initiatives, in 2021, the Company closed four facilities.

In 2020, the Company closed two facilities and, separately, sold a facility closed in 2017.

The Company closed and consolidated one facility during 2019.

These closures resulted in exit activity costs and asset impairment charges.

The following table sets forth the exit activity costs and asset impairment charges incurred by segment during the years ended December 31 related to the restructuring activities described above (in thousands):

2021 2020 2019

Inventory write-downs &/or asset impairment charges Exit activity costs Total Inventory write-downs &/or asset impairment (recoveries) charges, net Exit activity costs Total Inventory write-downs &/or asset impairment charges Exit activity (recoveries) costs, net Total

Renewable Energy & Conservation $ 72 $ 875 $ 947 $ ( 9 ) $ 66 $ 57 $ 105 $ ( 33 ) $ 72

Residential Products 9 731 740 417 3,440 3,857 1,586 1,321 2,907

Infrastructure Products — 226 226 — — — 227 1,075 1,302

Exit activity costs Asset impairment charges Total Exit activity costs Asset impairment charges Total Exit activity costs Asset impairment charges Total

Renewables $ 4,769 $ 1,193 $ 5,962 $ 15 $ — $ 15 $ 66 $ — $ 66

Residential 393 — 393 731 9 740 3,440 417 3,857

Agtech 1,687 — 1,687 860 72 932 — ( 9 ) ( 9 )

Infrastructure 26 — 26 226 — 226 — — —

Corporate 145 — 145 375 — 375 1,660 — 1,660

9 unchanged sentences

Cash payments ( 7,778 ) ( 3,260 )

Non-cash charges — ( 1,149 )

Balance as of December 31 $ 272 $ 1,030

On June 30, 2020, the Company sold its self-guided apartment tour application business to a third party from its Residential Products segment.

The $ 2.0 million net proceeds from the sale resulted in pre-tax net gain of $ 1.9 million and has been presented within other (income) expense in the consolidated statements of income.

This divestiture does not meet the criteria to be reported as a discontinued operation nor will it have a major effect on the Company's operations.

(16) INCOME TAXES

2 unchanged sentences

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

The components of income (loss) before taxes from continuing operations consisted of the following for the years ended December 31 (in thousands):

The components of income before taxes from continuing operations consisted of the following for the years ended December 31 (in thousands):

2021 2020 2019

2 unchanged sentences

Income before taxes from continuing operations $ 99,562 $ 107,759 $ 78,081

The provision for (benefit of) income taxes from continuing operations for the years ended December 31 consisted of the following (in thousands):

The provision for income taxes from continuing operations for the years ended December 31 consisted of the following (in thousands):

2021 2020 2019

8 unchanged sentences

Provision for income taxes $ 25,046 $ 24,468 $ 18,153

The provision for (benefit of) income taxes from discontinued operations for the years ended December 31 consisted of the following (in thousands):

The provision for income taxes from discontinued operations for the years ended December 31 consisted of the following (in thousands):

2021 2020 2019

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Change in valuation allowance — — % ( 130 ) ( 0.1 ) % 88 0.1 %

Net operating loss (NOL) write down — — % — — % 1,640 2.4 %

Change in Indemnification Asset — — % — — % 643 1.0 %

Other 915 0.9 % ( 57 ) — % 94 0.1 %

$ 25,046 25.2 % $ 24,468 22.7 % $ 18,153 23.2 %

Deferred tax liabilities (assets) at December 31 consist of the following (in thousands):

Deferred tax liabilities at December 31 consist of the following (in thousands):

Depreciation $ 9,633 $ 7,697

3 unchanged sentences

Gross deferred tax liabilities 64,853 62,049

Capital loss carryforward ( 27,328 ) —

Equity compensation ( 8,236 ) ( 7,496 )

8 unchanged sentences

The Company recognized a total of $ 0.7 million of deferred tax assets, net of the federal tax benefit, related to these net operating losses prior to any valuation allowances, which included $ 0.1 million of federal and $ 0.5 million of state deferred tax assets and $ 0.1 million of foreign deferred tax assets.

As a result of the sale of the Industrial business during 2021, the Company will generate a capital loss of $ 113.8 million for federal and state purposes to the extent allowable under state tax regulations.

The capital loss carryforward will expire in 2026.

The Company recognized a total of $ 27.3 million of deferred tax assets, net of the federal benefit, related to this carryforward prior to any valuation allowances, which included $ 23.0 million of federal and $ 4.3 million of state deferred tax assets.

Deferred taxes include net deferred tax assets relating to certain state and foreign tax jurisdictions.

A reduction of the carrying amount of deferred tax assets by a valuation allowance is required if it is more likely than not that such assets will not be realized.

The Company derecognized net operating loss carry forwards, and the corresponding valuation allowances of $ 1.7 million in Germany and Brazil since it exited both markets in 2018.

In 2019, a valuation allowance was recorded in China.

In 2020, the valuation allowance in China was reversed and a tax attribute valuation allowance was also reversed as the Company expects to utilize the attribute.

In 2021, a valuation allowance was recorded on federal and state capital loss carry forwards which are not expected to be utilized before expiration.

The following sets forth a reconciliation of the beginning and ending amount of the Company’s valuation allowance (in thousands):

3 unchanged sentences

Reductions ( 41 ) ( 248 ) ( 10 )

Reclassification from discontinued operations upon sale of industrial group 26,498 — —

Currency translation — ( 9 ) 2

Balance as of December 31 $ 26,581 $ 111 $ 298

Interest (net of federal tax benefit) and penalties recognized during the years ended December 31 were (in thousands):

2020 2019 2018

Interest and penalties recognized as income — — 13

The Company made net payments for income taxes for the following amounts for the years ended December 31 (in thousands):

5 unchanged sentences

Determination of the amount of unrecognized deferred U.S.

income tax liability related to our remaining unremitted foreign earnings is not practicable due to the complexities associated with its hypothetical calculation.

income tax liability related to the Company's remaining unremitted foreign earnings is not practicable due to the complexities associated with its hypothetical calculation.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

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Balance as of December 31 $ — $ — $ —

In 2020, the Company did not have any unrecognized tax benefits.

In 2021 and 2020, the Company did not have any unrecognized tax benefits.

In 2019, unrecognized tax benefit of $ 0.3 million was reversed as a result of the lapse of the statute of limitations.

In 2018, the corresponding indemnification asset was also reversed in pretax income.

The Company classifies accrued interest and penalties related to unrecognized tax benefits in income tax expense.

No interest or penalties have been recognized during the years ended December 31, 2021, 2020 or 2019.

The Company and its U.S.

3 unchanged sentences

state jurisdictions have statute of limitations generally ranging from four to ten years .

The Company's U.S.

federal consolidated income tax return is under examination for 2015 through 2018.

An examination of the Company's

federal consolidated income tax return for 2015 through 2018 was closed during 2021 with no changes.

No other open periods are currently under examination.

(17) EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of common shares outstanding.

Diluted earnings per share is based on the weighted average number of common shares outstanding, as well as dilutive common shares which include shares issuable under the equity compensation plans described in Note 12 of the consolidated financial statements.

The weighted average number of diluted shares does not include potential anti-dilutive common shares aggregating 13,000 , 30,000 and 303,000 at December 31, 2020, 2019 and 2018, respectively.

Diluted earnings per share is based on the weighted average number of common shares outstanding, as well as dilutive common shares which include shares issuable pursuant to equity based incentive compensation awards under the equity compensation plans described in Note 12 of the consolidated financial statements.

The weighted average number of diluted shares does not include potential anti-dilutive common shares issuable pursuant to equity based incentive compensation awards.

There were no anti-dilutive shares outstanding at December 31, 2021.

There were 13,000 and 30,000 shares issuable pursuant to equity based incentive compensation awards excluded from the diluted earnings calculation because the effect of their inclusion would be anti-dilutive for the years ended December 31, 2020 and 2019, respectively.

The treasury stock method is used to calculate dilutive shares, which reduces the gross number of dilutive shares by the number of shares purchasable from the proceeds of the options assumed to be exercised and the unrecognized expense related to the options, restricted shares, restricted stock units, and performance stock units assumed to have vested.

2 unchanged sentences

Income from continuing operations $ 74,516 $ 83,291 $ 59,928

(Loss) income from discontinued operations ( 18,725 ) 5,163 9,697

Income (loss) from discontinued operations 1,113 ( 18,725 ) 5,163

Net income available to common shareholders $ 75,629 $ 64,566 $ 65,091

14 unchanged sentences

$ 18,629 $ 25,764

Lease costs and other lease information for the year ended December 31 were as follows (in thousands):

The components of lease costs for the years ended December 31 were as follows (in thousands):

2021 2020 2019

Operating lease cost $ 10,977 $ 10,005 $ 10,006

Short-term lease cost 7,153 996 435

Total lease cost $ 18,130 $ 11,001 $ 10,441

Information related to the Company's operating right-of-use assets and related operating lease liabilities for the years ended December 31 were as follows (in thousands):

2021 2020 2019

Cash paid for amounts included in the measurement of operating liabilities $ 9,431 $ 9,502 $ 9,238

Right-of-use assets obtained in exchange for new lease liabilities $ 1,084 $ 12,745 $ 6,364

Lease Term and Discount Rate December 31, 2020 December 31, 2019

Information related to the Company's lease terms and discount rates as of December 31 were as follows:

Weighted-average remaining lease term - operating leases 3.0 years 3.6 years

Weighted-average discount rate - operating leases 5.2 % 5.2 %

Maturity of lease liabilities (In thousands)

The future maturity of the Company's lease liabilities as of December 31, 2021 were as follows (in thousands):

After 2026 492

3 unchanged sentences

The Company uses the its incremental borrowing rate based on information available at the commencement date of a lease in determining the present value of lease payments as the rates implicit in most of the Company's leases are not readily determinable.

Upon adoption of ASU 2016-02 on January 1, 2019, an unrecognized deferred gain of $ 1.6 million related to sale-leaseback transactions was recorded as a cumulative-effect adjustment to increase retained earnings, net of related income tax effects.

Rent expense under operating leases aggregated to $ 9.7 million for the year ended December 31, 2018.

(19) COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

(20) SEGMENT INFORMATION

The Company is organized into three reportable segments on the basis of the production processes, products and services provided by each segment, identified as follows:

(i) Renewable Energy and Conservation, which primarily includes designing, engineering, manufacturing and installation of solar racking, electrical balance of systems, extraction systems and greenhouse structures;

(ii) Residential Products, which primarily includes roof and foundation ventilation products, rain dispersion products and roofing accessories, centralized mail systems and electronic package solutions;

(iii) Infrastructure Products, which primarily includes expansion joints, structural bearings, rubber pre-formed seals and other sealants, elastomeric concrete, and bridge cable protection systems.

The Company is organized into four reportable segments on the basis of the production processes, products and services provided by each segment, identified as follows:

(i) Renewables, which primarily includes designing, engineering, manufacturing and installation of solar racking and electrical balance of systems;

(ii) Residential, which primarily includes roof and foundation ventilation products, centralized mail systems and electronic package solutions, retractable awnings and gutter guards, and rain dispersion products, trims and flashings and other accessories;

(iii) Agtech, which provides growing and processing solutions including the designing, engineering, manufacturing and installation of greenhouses, and botanical extraction systems;

(iv) Infrastructure, which primarily includes structural bearings, expansion joints and pavement sealant for bridges, airport runways and roadways, elastomeric concrete, and bridge cable protection systems.

When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics.

During the first quarter of 2021, the Company reassessed its reportable segments.

As a result, the Company's former Renewable Energy and Conservation segment was divided into two reportable segments:

Renewables and Agtech.

The following table illustrates certain measurements used by management to assess the performance of the segments described above as of and for the years ended December 31 (in thousands):

2021 2020 2019

Renewable Energy and Conservation $ 447,567 $ 373,023 $ 317,253

Residential Products 522,814 461,630 463,216

Infrastructure Products 62,197 63,580 56,628

Renewables $ 432,096 $ 238,107 $ 229,755

Residential 635,505 522,814 461,630

Agtech 199,161 209,460 143,268

Infrastructure 73,021 62,197 63,580

Total consolidated net sales $ 1,339,783 $ 1,032,578 $ 898,233

Income from operations:

Renewable Energy and Conservation $ 40,738 $ 47,558 $ 37,423

Residential Products 94,430 63,047 69,838

Infrastructure Products 7,233 6,428 2,509

Renewables $ 20,158 $ 30,105 $ 24,788

Residential 105,821 94,430 63,047

Agtech ( 931 ) 10,633 22,770

Infrastructure 8,911 7,233 6,428

Segments income from operations 133,959 142,401 117,033

2 unchanged sentences

Depreciation and Amortization

Renewable Energy and Conservation $ 9,445 $ 6,132 $ 5,790

Residential Products 8,110 7,906 8,217

Infrastructure Products 3,060 3,129 3,100

Renewables $ 14,682 $ 3,377 $ 3,480

Residential 8,694 8,110 7,906

Agtech 5,279 6,068 2,652

Infrastructure 3,092 3,060 3,129

Unallocated corporate expenses 219 300 390

$ 31,966 $ 20,915 $ 17,557

Renewable Energy and Conservation $ 619,071 $ 246,853 $ 218,048

Residential Products 407,132 359,657 361,499

Infrastructure Products 80,796 110,611 114,354

Renewables $ 445,486 $ 402,797 $ 127,856

Residential 453,469 407,132 359,657

Agtech 212,038 216,274 118,997

Infrastructure 82,662 80,796 110,611

Unallocated corporate assets 21,246 28,057 174,475

2 unchanged sentences

Capital expenditures

Renewable Energy and Conservation $ 1,143 $ 2,199 $ 1,345

Residential Products 3,313 4,968 7,921

Infrastructure Products 1,511 1,028 927

Renewables $ 4,268 $ 423 $ 252

Residential 4,182 3,313 4,968

Agtech 3,289 720 1,947

Infrastructure 2,097 1,511 1,028

Unallocated corporate expenditures 3,869 7,101 581

1 unchanged sentence

The following tables illustrate revenue disaggregated by timing of transfer of control to the customer for the years ended December 31 (in thousands):

Renewable Energy and Conservation Residential Products Infrastructure Products Total

Renewables Residential Agtech Infrastructure Total

Point in Time $ 28,630 $ 630,494 $ 20,157 $ 32,512 $ 711,793

1 unchanged sentence

Total $ 432,096 $ 635,505 $ 199,161 $ 73,021 $ 1,339,783

Renewable Energy and Conservation Residential Products Infrastructure Products Total

Renewables Residential Agtech Infrastructure Total

Point in Time $ 22,833 $ 518,281 $ 52,894 $ 22,781 $ 616,789

1 unchanged sentence

Total $ 238,107 $ 522,814 $ 209,460 $ 62,197 $ 1,032,578

Renewable Energy and Conservation Residential Products Infrastructure Products Total

Renewables Residential Agtech Infrastructure Total

Point in Time $ 2,677 $ 458,006 $ 39,919 $ 26,490 $ 527,092

10 unchanged sentences

Total $ 97,368 $ 91,161 $ 80,132

(21) QUARTERLY UNAUDITED FINANCIAL DATA

GIBRALTAR INDUSTRIES, INC.

QUARTERLY UNAUDITED FINANCIAL DATA

(in thousands, except per share data)

2020 Quarters Ended

March 31 June 30 September 30 December 31 Total

Net sales $ 215,401 $ 255,184 $ 296,792 $ 265,201 $ 1,032,578

Gross profit $ 49,861 $ 65,561 $ 78,495 $ 62,426 $ 256,343

Income from continuing operations $ 12,777 $ 30,748 $ 40,943 $ 22,722 $ 107,190

Interest expense $ 44 $ 222 $ 217 $ 220 $ 703

Net income from continuing operations $ 9,902 $ 24,457 $ 31,334 $ 17,598 $ 83,291

Net income (loss) from discontinued operations $ 2,157 $ 2,835 $ 2,426 $ ( 26,143 ) $ ( 18,725 )

Total net income (loss) $ 12,059 $ 27,292 $ 33,760 $ ( 8,545 ) $ 64,566

Income per share from continuing operations:

Basic $ 0.30 $ 0.75 $ 0.96 $ 0.54 $ 2.55

Diluted $ 0.30 $ 0.74 $ 0.95 $ 0.53 $ 2.53

Income (loss) per share from discontinued operations:

Basic $ 0.07 $ 0.09 $ 0.07 $ ( 0.80 ) $ ( 0.57 )

Diluted $ 0.07 $ 0.09 $ 0.07 $ ( 0.79 ) $ ( 0.57 )

2019 Quarters Ended

March 31 June 30 September 30 December 31 Total

Net sales $ 187,160 $ 224,255 $ 260,784 $ 226,034 $ 898,233

Gross profit $ 37,259 $ 56,468 $ 68,744 $ 57,426 $ 219,897

Income from continuing operations $ 7,192 $ 25,073 $ 28,314 $ 20,233 $ 80,812

Interest expense (income) $ 2,000 $ 249 $ 79 $ ( 5 ) $ 2,323

Net income from continuing operations $ 4,131 $ 18,803 $ 21,951 $ 15,043 $ 59,928

Net income (loss) from discontinued operations $ 2,214 $ 1,110 $ 2,525 $ ( 686 ) $ 5,163

Total net income $ 6,345 $ 19,913 $ 24,476 $ 14,357 $ 65,091

Income per share from continuing operations:

Basic $ 0.13 $ 0.58 $ 0.68 $ 0.46 $ 1.85

Diluted $ 0.13 $ 0.58 $ 0.67 $ 0.46 $ 1.83

Income (loss) per share from discontinued operations:

Basic $ 0.07 $ 0.04 $ 0.07 $ ( 0.02 ) $ 0.16

Diluted $ 0.06 $ 0.03 $ 0.08 $ ( 0.02 ) $ 0.16

(22) SUBSEQUENT EVENTS

On February 23, 2021, the Company sold the stock of its Industrial business for net proceeds of approximately $ 38 million, consisting of $ 25 million in cash and a $ 13 million seller note, subject to working capital adjustments.

The Industrial business was classified as held for sale and reported as discontinued operations in the Company's consolidated financial statements on this Form 10-K for the year ended December 31, 2020.

The estimated loss on the sale of this business is $ 29.6 million.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data