Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Page
Number
Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
34
Consolidated Statements of Income for the Years Ended December 31, 202 3 , 202 2 , and 202 1
36
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 202 3 , 202 2 , and 202 1
37
Consolidated Balance Sheets as of December 31, 202 3 and 202 2
38
Consolidated Statements of Cash Flows for the Years Ended December 31, 202 3 , 202 2 , and 202 1
39
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 202 3 , 202 2 , and 202 1
40
Notes to Consolidated Financial Statements
41
Index for Notes to Consolidated Financial Statements:
Note 1. Summary of Significant Accounting Policies
41
Note 2. Accounts Receivable, Net
46
Note 3. Revenue
46
Note 4. Inventorie s, N et
47
Note 5. Property, Plant , and Equipmen t, N e t
47
Note 6. Acquisitions
47
Note 7. Goodwill and Related Intangible Assets
50
Note 8. Accrued Expenses
51
Note 9. Debt
52
Note 10. Pension and Other Postretirement Benefits
52
Note 11. Accumulated Other Comprehensive ( L oss) Income
54
Note 12. Equity-Based Compensation
55
Note 13. Fair Value Measurements
58
Note 14. Discontinued Operations
58
Note 15. Exit Activity Costs and Asset Impairments
59
Note 16. Income Taxes
59
Note 17. Earnings per Share
62
Note 18. Leases
62
Note 19. Commitments and Contingencies
63
Note 20. Segment Information
63
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the 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, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 21, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Revenue Recognition on Contracts
Description of the Matter During the year ended December 31, 2023, the amount of revenue recognized over time was $484 million. As discussed in Note 1 to the consolidated financial statements, for 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 using the cost-to-cost measure of progress. Auditing management’s estimates to complete for certain components is especially subjective due to significant judgment required in estimating the remaining costs to complete. Factors inherent in the estimation process include direct labor hours, direct material costs, and other direct costs. Due to uncertainties attributed to such factors, a significant change in an estimate on one or more contracts could have a material effect on the Company’s results of operations.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement relating to the measurement and valuation of the Company’s review of estimated costs to complete, including the determination of the underlying significant assumptions and the completeness and accuracy of the open contracts reviewed. For example, we tested controls over management’s quarterly review of the cost estimates, monthly review of open contracts and completed contracts, and review over the cost estimates used to develop initial cost estimates on projects.
To test the amount of revenue recognized from contracts, our audit procedures included, among others, assessing whether the performance obligations identified were appropriately recognized on an over time basis through inspection of the contract and inquiry from program management regarding the nature and scope of work and testing the completeness and accuracy of the data underlying the determination of the amount of revenue recognized in the current period. To assess the over time revenue recognition, we tested that the actual costs incurred on the project are complete and accurate through agreement to supporting evidence. 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.
/s/ Ernst & Young LLP
We have served as the Company‘s auditor since 2005.
Boston, Massachusetts
February 21, 2024
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Years Ended December 31,
2023 2022 2021
Net sales $ 1,377,736 $ 1,389,966 $ 1,339,783
Cost of sales 1,015,770 1,071,272 1,049,772
Gross profit 361,966 318,694 290,011
Selling, general, and administrative expense 207,440 188,592 184,723
Intangible asset impairment 3,797 — 8,300
Income from operations 150,729 130,102 96,988
Interest expense, net 3,002 4,047 1,639
Other (income) expense ( 1,265 ) 14,565 ( 4,213 )
Income before taxes 148,992 111,490 99,562
Provision for income taxes 38,459 29,084 25,046
Income from continuing operations 110,533 82,406 74,516
Discontinued operations:
Income before taxes — — 1,479
Provision for income taxes — — 366
Income from discontinued operations — — 1,113
Net income $ 110,533 $ 82,406 $ 75,629
Net earnings per share – Basic:
Income from continuing operations $ 3.61 $ 2.57 $ 2.27
Income from discontinued operations — — 0.03
Net income $ 3.61 $ 2.57 $ 2.30
Weighted average shares outstanding – Basic 30,626 32,096 32,873
Net earnings per share – Diluted:
Income from continuing operations $ 3.59 $ 2.56 $ 2.25
Income from discontinued operations — — 0.04
Net income $ 3.59 $ 2.56 $ 2.29
Weighted average shares outstanding – Diluted 30,785 32,192 33,054
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Years Ended December 31,
2023 2022 2021
Net income $ 110,533 $ 82,406 $ 75,629
Other comprehensive income (loss):
Foreign currency translation adjustment 1,204 ( 5,022 ) 2,512
Adjustment to postretirement benefit liability, net of tax 114 1,403 136
Other comprehensive income (loss) 1,318 ( 3,619 ) 2,648
Total comprehensive income $ 111,851 $ 78,787 $ 78,277
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31, 2023 December 31, 2022
Assets
Current assets:
Cash and cash equivalents $ 99,426 $ 17,608
Accounts receivable, net of allowance of $ 5,572 and $ 3,746 , respectively
224,550 217,156
Inventories, net 120,503 170,360
Prepaid expenses and other current assets 17,772 18,813
Total current assets 462,251 423,937
Property, plant, and equipment, net 107,603 109,584
Operating lease assets 44,918 26,502
Goodwill 513,383 512,363
Acquired intangibles 125,980 137,526
Other assets 2,316 701
$ 1,256,451 $ 1,210,613
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 92,124 $ 106,582
Accrued expenses 88,719 73,721
Billings in excess of costs 44,735 35,017
Total current liabilities 225,578 215,320
Long-term debt — 88,762
Deferred income taxes 57,103 47,088
Non-current operating lease liabilities 35,989 19,041
Other non-current liabilities 22,783 18,303
Stockholders’ equity:
Preferred stock, $ 0.01 par value; authorized 10,000 shares; none outstanding
— —
Common stock, $ 0.01 par value; authorized 100,000 shares; 34,219 and 34,060 shares issued and outstanding in 2023 and 2022
342 340
Additional paid-in capital 332,621 322,873
Retained earnings 738,511 627,978
Accumulated other comprehensive loss ( 2,114 ) ( 3,432 )
Cost of 3,778 and 3,199 common shares held in treasury in 2023 and 2022
( 154,362 ) ( 125,660 )
Total stockholders’ equity 914,998 822,099
$ 1,256,451 $ 1,210,613
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
2023 2022 2021
Cash Flows from Operating Activities
Net income $ 110,533 $ 82,406 $ 75,629
Income from discontinued operations — — 1,113
Income from continuing operations 110,533 82,406 74,516
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 27,378 26,167 31,966
Intangible asset impairment 3,797 — 8,300
Stock compensation expense 9,750 8,334 8,652
Exit activity costs, non-cash 2,771 16,266 1,193
Provision for deferred income taxes 10,800 6,337 2,968
Other, net 12,492 1,506 1,570
Changes in operating assets and liabilities net of effects from acquisitions:
Accounts receivable ( 15,375 ) 32,754 ( 41,887 )
Inventories 45,908 14,377 ( 85,763 )
Other current assets and other assets 514 2,062 ( 426 )
Accounts payable ( 14,387 ) ( 76,260 ) 38,367
Accrued expenses and other non-current liabilities 24,295 ( 11,258 ) ( 14,384 )
Net cash provided by operating activities of continuing operations 218,476 102,691 25,072
Net cash used in operating activities of discontinued operations — — ( 2,002 )
Net cash provided by operating activities 218,476 102,691 23,070
Cash Flows from Investing Activities
Purchases of property, plant, and equipment, net ( 13,906 ) ( 20,062 ) ( 17,491 )
Acquisitions, net of cash acquired ( 9,863 ) ( 51,621 ) 4,143
Net proceeds from sale of business 8,047 — 38,062
Net cash (used in) provided by investing activities of continuing operations ( 15,722 ) ( 71,683 ) 24,714
Net cash used in investing activities of discontinued operations — — ( 176 )
Net cash (used in) provided by investing activities ( 15,722 ) ( 71,683 ) 24,538
Cash Flows from Financing Activities
Long-term debt payments ( 141,000 ) ( 138,000 ) ( 120,636 )
Proceeds from long-term debt 50,000 204,500 59,500
Payment of debt issuance costs — ( 2,013 ) —
Purchase of common stock at market prices ( 29,329 ) ( 89,494 ) ( 6,497 )
Net proceeds from issuance of common stock — — 1,021
Net cash used in financing activities ( 120,329 ) ( 25,007 ) ( 66,612 )
Effect of exchange rate changes on cash ( 607 ) ( 1,242 ) ( 201 )
Net increase (decrease) in cash and cash equivalents 81,818 4,759 ( 19,205 )
Cash and cash equivalents at beginning of year 17,608 12,849 32,054
Cash and cash equivalents at end of year $ 99,426 $ 17,608 $ 12,849
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Common Stock Additional
Paid-In Capital Retained Earnings Accumulated
Other
Comprehensive
(Loss) Income Treasury Stock Total
Stockholders’ Equity
Shares Amount Shares Amount
Balance at December 31, 2020 33,568 $ 336 $ 304,870 $ 469,943 $ ( 2,461 ) 1,028 $ ( 28,883 ) $ 743,805
Net income — — — 75,629 — — — 75,629
Foreign currency translation adjustment — — — — 2,512 — — 2,512
Postretirement benefit plan adjustments, net of taxes of $ 43
— — — — 136 — — 136
Stock compensation expense — — 8,652 — — — — 8,652
Net settlement of restricted stock units 192 2 ( 2 ) — — 79 ( 6,497 ) ( 6,497 )
Awards of common stock 3 — — — — — — —
Stock options exercised 36 — 1,021 — — — — 1,021
Balance at December 31, 2021 33,799 $ 338 $ 314,541 $ 545,572 $ 187 1,107 $ ( 35,380 ) $ 825,258
Net income — — — 82,406 — — — 82,406
Foreign currency translation adjustment — — — — ( 5,022 ) — — ( 5,022 )
Postretirement benefit plan adjustments, net of taxes of $ 449
— — — — 1,403 — — 1,403
Stock compensation expense — — 8,334 — — — — 8,334
Net settlement of restricted stock units 245 2 ( 2 ) — — 95 ( 4,404 ) ( 4,404 )
Awards of common stock 16 — — — — — — —
Common stock repurchased under stock repurchase program — — — — — 1,997 ( 85,876 ) ( 85,876 )
Balance at December 31, 2022 34,060 $ 340 $ 322,873 $ 627,978 $ ( 3,432 ) 3,199 $ ( 125,660 ) $ 822,099
Net income — — — 110,533 — — — 110,533
Foreign currency translation adjustment — — — — 1,204 — — 1,204
Postretirement benefit plan adjustments, net of taxes of $ 36
— — — — 114 — — 114
Stock compensation expense — — 9,750 — — — — 9,750
Net settlement of restricted stock units 151 2 ( 2 ) — — 58 ( 3,362 ) ( 3,362 )
Awards of common stock 8 — — — — — — —
Excise tax on repurchase of common shares — — — — — — ( 159 ) ( 159 )
Common stock repurchased under stock repurchase program — — — — — 521 ( 25,181 ) ( 25,181 )
Balance at December 31, 2023 34,219 $ 342 $ 332,621 $ 738,511 $ ( 2,114 ) 3,778 $ ( 154,362 ) $ 914,998
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The consolidated financial statements include the accounts of Gibraltar Industries, Inc. and subsidiaries (the "Company"). All intercompany accounts and transactions have been eliminated in consolidation.
Use of estimates
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 due to uncertainty in the current economic environment.
Segment reporting
The Company has four reportable segments: Renewables, Residential, Agtech and Infrastructure. For further disclosure regarding the Company's reportable segments, refer to Note 20 "Segment Information."
Revenue recognition
Revenue is recognized when, or as, the Company transfers control of promised products or services to a customer in an amount that reflects the consideration the Company expects to be entitled in exchange for transferring those products or services.
Performance obligations satisfied at a point in time and significant judgments
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. 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. 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.
Performance obligations satisfied over time and significant judgments
For a contract to construct an asset that the customer controls as it is being created or enhanced, or a promise to provide a product that has no alternative use to the Company and the Company has enforceable rights to payment, the Company recognizes revenue over time. For the contracts to construct a certain asset, the Company determines that the customer controls the asset while it is being constructed. 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.
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.
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 using the cost-to-cost measure of progress. 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. Revenues are recognized proportionally as costs are incurred. Costs to fulfill a contract include all direct costs related to contract performance. Selling and administrative expenses are charged to operations as incurred. Provision for loss on an uncompleted performance obligation is recognized in the period in which such loss is determined.
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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 the cumulative catch-up basis.
The Company also recognizes revenues from services contracts over time. 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
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 sheets. 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. Unearned revenue is presented within accrued expenses in the Company's consolidated balance sheets.
Costs to obtain a contract with a customer
The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. If the amortization period of the asset is one year or less, the Company recognizes the incremental costs of obtaining a contract as an expense when incurred. These incremental costs include, but are not limited to, sales commissions incurred to obtain a contract with a customer.
Cash and cash equivalents
All highly liquid investments with a maturity of three months or less are considered cash equivalents.
Accounts receivable and allowance for doubtful accounts and contract assets
Accounts receivable are composed of trade and contract receivables recorded at either the invoiced amount or costs in excess of billings, are expected to be collected within one year, and do not bear interest.
The Company’s expected loss allowance methodology for accounts receivable and costs in excess of billings (collectively "accounts receivable") is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers' accounts receivables. The Company is exposed to credit losses through sales of products and services. Due to the short-term nature of such accounts receivable, the estimated amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances. Additionally, specific allowance amounts are established to record the appropriate provision for customers that no longer share risk characteristics similar with other accounts receivable. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and macroeconomic conditions. Balances are written off when determined to be u ncollectible after all means of collection have been exhausted and the potential for recovery is considered remote.
Estimates are used to determine the allowance. These estimates are based on assessment of anticipated payment and all other historical, current and future information that is reasonably available.
The following table summarizes activity recorded within the allowance for doubtful accounts and contract assets balances for the years ended December 31 (in thousands):
2023 2022 2021
Beginning balance $ 3,746 $ 3,738 $ 3,529
Bad debt expense, net of recoveries 3,148 1,221 898
Accounts written off against allowance and other adjustments ( 1,322 ) ( 1,213 ) ( 689 )
Ending balance $ 5,572 $ 3,746 $ 3,738
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Concentrations of credit risk in accounts receivable are limited to those from significant customers that are believed to be financially sound. As of December 31, 2023 and 2022, the Company's most significant customer is a home improvement retailer. The home improvement retailer purchases from the Residential segment. Accounts receivable as a percentage of consolidated accounts receivable from the home improvement retailer was 13 % and 14 % as of December 31, 2023 and 2022, respectively. Net sales to the home improvement retailer as a percentage of consolidated net sales were 13 %, 14 %, and 13 % during the years ended December 31, 2023, 2022 and 2021, respectively.
Inventories
Inventories are valued at the lower of cost or net realizable value. Cost is determined using either the first-in, first-out method or the average costing method. Shipping and handling costs are recognized as a component of cost of sales.
Property, plant, and equipment
Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Interest is capitalized in connection with construction of qualified assets. Expenditures that exceed an established dollar threshold and that extend the useful lives of assets are capitalized, while repair and maintenance costs are expensed as incurred. The estimated useful lives of land improvements, buildings, and building improvements are 15 to 40 years, while the estimated useful lives for machinery and equipment are 3 to 20 years.
The table below sets forth the depreciation expense recognized during the years ended December 31 (in thousands):
2023 2022 2021
Depreciation expense $ 16,139 $ 14,583 $ 13,110
Acquisition related assets and liabilities
Accounting for the acquisition of a business as a purchase transaction requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective estimated fair values. The most complex estimations of individual fair values are those involving long-lived assets, such as property, plant, and equipment and intangible assets. The Company uses all available information to make these fair value determinations and engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets.
Goodwill and other intangible assets
The Company tests goodwill for impairment at the reporting unit level on an annual basis at October 31, or more frequently if an event occurs, or circumstances change, that indicate that the fair value of a reporting unit could be below its carrying value. The reporting units are at the component level, or one level below the operating segment level. Goodwill is assigned to each reporting unit as of the date the reporting unit is acquired.
The Company may elect to perform a qualitative assessment that considers economic, industry and company-specific factors for some or all of the Company's selected reporting units. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company proceeds to a quantitative test. The Company may also elect to perform a quantitative test instead of a qualitative test for any or all of the Company's reporting units.
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.
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. The impairment test consists of comparing the fair value of the indefinite-lived intangible asset, determined using discounted cash flows on a relief-from-royalty basis, with its carrying amount. An impairment loss would be recognized for the carrying amount in excess of its fair value. Acquired identifiable intangible assets are recorded at cost. Identifiable intangible assets with finite useful lives are
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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
Long-lived assets, including acquired identifiable intangible assets with finite useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. In specific situations, when the Company has selected individual assets to be sold or scrapped, the Company obtains market value data for those specific assets and measures and records the impairment loss based on such data. 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. For additional disclosure on impairment of the Company's long-lived assets refer to Note 7 "Goodwill and Related Intangible Assets," Note 14 "Discontinued Operations" and Note 15 "Exit Activity Costs and Asset Impairments."
Leases
The Company determines if an agreement is, or contains, a lease at the inception of the agreement. At lease commencement, the Company recognizes a right-of-use asset and a lease liability for leases with terms greater than twelve months. 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 sheets. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. The Company combines lease and non-lease components, such as common area maintenance costs, in calculating the related asset and lease liabilities for all underlying asset groups. Operating lease cost is included in income from operations and includes short-term leases and variable lease costs which are immaterial. Current operating lease liabilities are represented within accrued expenses on the Company's consolidated balance sheets.
Deferred charges
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.
Advertising
The Company expenses advertising and marketing costs as incurred. For the years ended December 31, 2023, 2022 and 2021, advertising and marketing costs were $ 10.0 million, $ 10.9 million, and $ 8.0 million, respectively.
Foreign currency transactions and translation
The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period.
Income taxes
The provision for income taxes is determined using the asset and liability approach. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. The Company records a valuation allowance to reduce deferred tax assets when uncertainty exists regarding their realization.
Equity-based compensation
The Company measures the cost of equity-based compensation based on grant date fair value and recognizes the cost over the period in which the employee is required to provide service in exchange for the award reduced by forfeitures. Equity-based compensation consists of grants of stock options, deferred stock units, common stock, restricted stock units, and performance stock units. Equity-based compensation expense is included as a component of selling, general, and administrative expenses.
Earnings per share
Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by adjusting 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 "Equity-Based Compensation."
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Recent accounting pronouncements
Recent Accounting Pronouncements Not Yet Adopted
Standard Description Financial Statement Effect or Other Significant Matters
ASU No. 2023-07
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2023-07, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker ("CODM"). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.
The amendments in the ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company expects this ASU to only impact its disclosures with no impacts to the Company's results of operations, cash flows and financial condition. The Company's planned date of adoption is January 1, 2024.
ASU No. 2023-09
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, which focuses on the rate reconciliation and income taxes paid. This ASU requires a public business entity ("PBE") to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.
For PBEs, the amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company expects this ASU to only impact the Company's disclosures with no impacts to the Company's results of operations, cash flows, and financial condition. The Company's planned date of adoption is January 1, 2025.
The Company determined that all other ASUs effective in or after 2023 that are not listed above are either not applicable or will not have a material impact on the Company's consolidated financial statements and related disclosures.
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(2) ACCOUNTS RECEIVABLE, NET
Accounts receivable at December 31 consisted of the following (in thousands):
2023 2022
Trade accounts receivable $ 178,087 $ 179,170
Costs in excess of billings 52,035 41,732
Total accounts receivables 230,122 220,902
Less allowance for doubtful accounts ( 5,572 ) ( 3,746 )
Accounts receivable, net $ 224,550 $ 217,156
Refer to Note 3 "Revenue" concerning the Company's costs in excess of billings.
(3) REVENUE
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; trims and flashings and other accessories; retractable awnings; gutter guards; designing, engineering, manufacturing and installation of greenhouses; 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.
Payment terms and conditions vary by contract, although terms generally include a requirement of payment within a range from 30 to 60 days, or in certain cases, up front deposits. In circumstances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company's contracts generally do not include a significant financing component. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from sales.
As of December 31, 2023, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less. Additionally, as of December 31, 2023 and 2022, 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 presented within accounts receivable in the Company's consolidated balance sheets. Contract liabilities consist of billings in excess of costs, 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):
2023 2022 2021
Costs in excess of billings $ 52,035 $ 41,732 $ 54,437
Billings in excess of costs ( 44,735 ) ( 35,017 ) ( 46,711 )
Unearned revenue ( 3,941 ) ( 4,572 ) ( 3,681 )
Revenue recognized during the years ended December 31, 2023, 2022, and 2021 that was in contract liabilities at the beginning of the respective periods was $ 35.5 million, $ 44.4 million, and $ 53.0 million, respectively.
The increase in costs in excess of billings as of December 31, 2023 compared to December 31, 2022 was primarily due to the timing of the Company’s right to invoice customers for performance satisfied near the end of 2023. The increase in billings in excess of costs as of December 31, 2023 compared to December 31, 2022 was primarily due to timing and an increase in number of contracts under which the Company has billed customers in advance of the satisfaction of performance obligations in the Renewables segment near the end of 2023. The decreases in costs
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in excess of billings and billings in excess of costs as of December 31, 2022 compared to December 31, 2021, respectively, were primarily due to decline in volume in the Renewables and Agtech segments in 2022 compared to 2021.
(4) INVENTORIES, NET
Inventories at December 31 consisted of the following (in thousands):
2023 2022
Raw material $ 77,489 $ 111,187
Work-in-process 9,508 17,944
Finished goods 42,942 47,523
Gross inventory 129,939 176,654
Less reserves ( 9,436 ) ( 6,294 )
Total inventories $ 120,503 $ 170,360
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 sheets.
The following table summarizes activity recorded within the reserve for excess, obsolete and slow moving inventory for the years ended December 31 (in thousands):
2023 2022 2021
Beginning balance $ 6,179 $ 4,400 $ 4,161
Excess, obsolete and slow moving inventory expense 4,243 1,582 215
Scrapped inventory and other adjustments ( 1,044 ) 197 24
Ending balance $ 9,378 $ 6,179 $ 4,400
(5) PROPERTY, PLANT, AND EQUIPMENT, NET
Components of property, plant, and equipment at December 31 consisted of the following (in thousands):
2023 2022
Land and land improvements $ 4,544 $ 4,704
Building and improvements 43,732 43,416
Machinery and equipment 231,275 223,843
Construction in progress 17,391 13,065
Property, plant, and equipment, gross 296,942 285,028
Less: accumulated depreciation ( 189,339 ) ( 175,444 )
Property, plant, and equipment, net $ 107,603 $ 109,584
(6) ACQUISITIONS
2023 Acquisition
On July 5, 2023, the Company acquired the assets of a privately held Utah-based company that manufactures and distributes roof flashing and accessory products, and sells direct to roofing wholesalers. The results of this acquisition have been included in the Company's consolidated financial results since the date of acquisition within the Company's Residential segment. The preliminary purchase consideration for this acquisition was $ 10.4 million, which includes a preliminary working capital adjustment and certain other adjustments provided for in the asset purchase agreement.
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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 the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of acquisition. Due to the timing of the acquisition, the Company continues to gather information supporting the acquired assets and assumed liabilities. Accordingly, all amounts recorded are provisional. These provisional amounts are subject to change if new information is obtained concerning 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 a 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. The preliminary excess consideration was recorded as goodwill and approximated $ 4.1 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 building products markets. The final purchase price allocation will be completed no later than the third quarter of fiscal year 2024.
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):
Working capital $ 827
Property, plant, and equipment 195
Acquired intangible assets 5,200
Other assets 134
Other liabilities ( 72 )
Goodwill 4,133
Fair value of purchase consideration $ 10,417
The intangible assets acquired in this acquisition consisted of the following (in thousands):
Fair Value Weighted-Average Amortization Period
Trademarks $ 300 2 years
Customer relationships 4,900 12 years
Total $ 5,200
2022 Acquisition
On August 22, 2022, the Company purchased all the issued and outstanding membership interests of Quality Aluminum Products ("QAP"), a manufacturer of aluminum and steel products including soffit, fascia, trim coil, rain carrying products and aluminum siding. The results of QAP have been included in the Company's consolidated financial results since the date of acquisition within the Company's Residential segment. The purchase consideration for the acquisition of QAP was $ 52.1 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 estimated as of the date of acquisition. The Company has completed the process to confirm the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of acquisition. The excess consideration was recorded as goodwill and approximated $ 4.0 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 building products markets.
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The 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):
Cash $ 1,018
Working capital 23,372
Property, plant, and equipment 8,486
Acquired intangible assets 14,700
Other assets 1,813
Other liabilities ( 1,295 )
Goodwill 3,991
Fair value of purchase consideration $ 52,085
The intangible assets acquired in this acquisition consisted of the following as of the date of acquisition (in thousands):
Fair Value Weighted-Average Amortization Period
Trademarks $ 2,800 Indefinite
Customer relationships 11,900 12 years
Total $ 14,700
The acquisition of the privately held Utah-based company and the acquisition of QAP were financed primarily through borrowings under the Company's revolving credit facility.
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 comprised of legal and consulting fees. These costs were recognized as a component of selling, general, and administrative expenses in the consolidated statements of income.
The acquisition-related costs consisted of the following for the years ended December 31 (in thousands):
2023 2022 2021
Cost of sales $ 12 $ 1,427 $ —
Selling, general and administrative costs 253 545 949
Total acquisition related costs $ 265 $ 1,972 $ 949
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(7) GOODWILL AND RELATED INTANGIBLE ASSETS
Goodwill
The changes in the carrying amount of goodwill for the years ended December 31 were as follows (in thousands):
Renewables Residential Agtech Infrastructure Total
Balance at December 31, 2021 $ 188,680 $ 205,452 $ 85,132 $ 31,678 $ 510,942
Acquired goodwill — 3,604 — — 3,604
Adjustment to prior year acquisition 904 — — — 904
Foreign currency translation ( 1,554 ) — ( 1,533 ) — ( 3,087 )
Balance at December 31, 2022 188,030 209,056 83,599 31,678 512,363
Acquired goodwill — 4,133 — — 4,133
Adjustment to prior year acquisition — 387 — — 387
Foreign currency translation ( 1,132 ) — 300 — ( 832 )
Sale of business ( 2,668 ) — — — ( 2,668 )
Balance at December 31, 2023 $ 184,230 $ 213,576 $ 83,899 $ 31,678 $ 513,383
Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of December 31, 2023 and 2022, respectively. No goodwill impairment charges were recognized by the Company during 2023 or 2022.
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 2023, 2022 and 2021, no indicators of impairment were identified as of interim dates; therefore, no interim tests were performed.
During the October 31, 2023 impairment test, the Company conducted a quantitative analysis for all seven 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. The fair value of each reporting unit evaluated under the quantitative test was determined using two valuation techniques: an income approach and a market approach. 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 the Company's annual testing for 2023, 2022 and 2021, none of the reporting units with goodwill as of the testing date had carrying values in excess of their fair values.
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Acquired Intangible Assets
Acquired intangible assets consisted of the following (in thousands):
December 31, 2023 December 31, 2022
Gross
Carrying
Amount Accumulated
Amortization Gross
Carrying
Amount Accumulated
Amortization
Indefinite-lived intangible assets:
Trademarks $ 52,300 $ — $ 55,500 $ —
Finite-lived intangible assets:
Trademarks 5,773 4,714 5,448 4,481
Unpatented technology 34,133 24,295 34,163 22,037
Customer relationships 110,649 48,088 115,125 46,557
Non-compete agreements 2,376 2,154 2,371 2,006
152,931 79,251 157,107 75,081
Total acquired intangible assets $ 205,231 $ 79,251 $ 212,607 $ 75,081
During the year ended December 31, 2023, the Company recognized impairment charges of $ 3.8 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 Agtech segment, along with the write-off of amortizing intangibles related to a discontinued product line in the Renewables segment. The Company recognized no impairment charges related to intangible assets during the year ended December 31, 2022.
The Company recognized amortization expense related to the definite-lived intangible assets. The following table summarizes amortization expense for the years ended December 31 (in thousands):
2023 2022 2021
Amortization expense $ 11,239 $ 11,584 $ 18,856
Amortization expense related to acquired intangible assets for the next five years ended December 31 is estimated as follows (in thousands):
2024 2025 2026 2027 2028
Amortization expense $ 10,599 $ 10,386 $ 9,320 $ 7,979 $ 7,184
(8) ACCRUED EXPENSES
Accrued expenses at December 31 consisted of the following (in thousands):
2023 2022
Compensation $ 22,893 $ 19,277
Customer rebates 18,497 16,768
Current operating lease liability 10,278 8,620
Product warranties 9,139 6,251
Insurance 6,307 6,440
Interest and taxes 5,167 5,696
Other 16,438 10,669
Total accrued expenses $ 88,719 $ 73,721
Accrued expenses for compensation includes salaries, benefits, and short-term or current portions of incentives and bonuses. 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.
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(9) DEBT
The Company had no outstanding debt as of December 31, 2023 and unamortized debt issuance costs, included in other assets on the consolidated balance sheet, were $ 1.7 million. As of December 31, 2022, the Company's total outstanding debt was $ 88.8 million, which included $ 91.0 million on the Company's revolving credit facility net of $ 2.2 million in unamortized debt issuance costs.
Revolving Credit Facility
On December 8, 2022, the Company entered into a Credit Agreement (the "Credit Agreement"), and concurrently with entering into the Credit Agreement, the Company paid off all amounts owed under the Sixth Amended and Restated Credit Agreement (the "Prior Credit Agreement") dated as of January 24, 2019, which was terminated without any prepayment penalties. The Credit Agreement provides for a revolving credit facility and letters of credit in an aggregate amount equal to $ 400 million. The Company can request additional financing to increase the revolving credit facility to $ 700 million or enter into a term loan of up to $ 300 million subject to conditions set forth in the Credit Agreement. The Credit Agreement contains two financial covenants. As of December 31, 2023, the Company was in compliance with all financial covenants. The Credit Agreement terminates on December 8, 2027.
Borrowings under the Credit Agreement bear interest, at the Company’s option, at a rate equal to the applicable margin plus (a) a base rate, (b) a daily simple secured overnight financing rate ("SOFR") rate, (c) a term SOFR rate or (d) for certain foreign currencies, a foreign currency rate, in each case subject to a 0% floor. Through March 31, 2023, the Credit Agreement had an initial applicable margin of 0.125 % for base rate loans and 1.125 % for SOFR and alternative currency loans. Thereafter, the applicable margin ranges from 0.125 % to 1.00 % for base rate loans and from 1.125 % to 2.00 % for SOFR and alternative currency loans based on the Company’s Total Net Leverage Ratio, as defined in the Credit Agreement. In addition, the Credit Agreement is subject to an annual commitment fee, payable quarterly, which was initially 0.20 % of the daily average undrawn balance of the revolving credit facility and, from and after April 1, 2023, ranges between 0.20 % and 0.25 % of the daily average undrawn balance of the revolving credit facility based on the Company’s Total Net Leverage Ratio.
Borrowings under the 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 Net Leverage Ratio requirements and capped by an annual aggregate limit under the Credit Agreement.
The Prior Credit Agreement provided a revolving credit facility and letters of credit in an aggregate amount equal to $ 400 million. Interest rates on the revolving credit facility under the Prior Credit Agreement were based on LIBOR plus an additional margin that ranges from 1.125 % to 2.00 %. In addition, the revolving credit facility under the Prior Credit Agreement was subject to an undrawn commitment fee ranging between 0.15 % and 0.25 % based on the Total Leverage Ratio and the daily average undrawn balance. The Prior Credit Agreement terminated on December 8, 2022.
Standby letters of credit of $ 3.9 million have been issued under the Credit Agreement to third parties on behalf of the Company as of December 31, 2023. These letters of credit reduce the amount otherwise available under the Credit Agreement's revolving credit facility. The Company had $ 396.1 million and $ 304.5 million of availability under the revolving credit facility as of December 31, 2023 and 2022, respectively.
Total cash paid for interest in the years ended December 31 was (in thousands):
2023 2022 2021
Interest expense, net $ 3,002 $ 4,047 $ 1,639
Interest income 679 174 269
Other adjustments ( 128 ) ( 679 ) ( 345 )
Cash paid for interest $ 3,553 $ 3,542 $ 1,563
(10) PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company has a 401(k) plan in which all employees of U.S. subsidiaries are eligible to participate.
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The Company contributes to a multiemployer defined benefit pension plan under the terms of a collective-bargaining agreement that covers union-represented employees.
The Company has an unfunded postretirement healthcare plan which provides health insurance to certain retired employees and their spouses. This plan has been frozen, no current employees participate and no additional participants will be added to the plan in the future.
Total expense for all retirement plans for the years ended December 31 was (in thousands):
2023 2022 2021
401(k) plan $ 3,804 $ 3,580 $ 3,196
Multiemployer and other defined benefit and pension plans 92 79 78
Postretirement healthcare plan 251 342 411
Total retirement plan expense $ 4,147 $ 4,001 $ 3,685
The Company's one multiemployer plan is underfunded and has a rehabilitation plan in place. The rehabilitation plan requires minimum contributions from the Company. Given the status of this plan, it is reasonably possible that future contributions to the plan will increase although the Company cannot reasonably estimate a possible range of increased contributions as of December 31, 2023.
The following table presents the changes in the accumulated postretirement benefit obligation related to the Company’s unfunded postretirement healthcare benefits at December 31 (in thousands):
2023 2022
Projected benefit obligation at January 1 $ 4,229 $ 6,202
Interest cost 194 127
Actuarial loss (gain) 59 ( 1,784 )
Benefits paid, net of contributions ( 274 ) ( 316 )
Projected benefit obligation at December 31 4,208 4,229
Fair value of plan assets — —
Under funded status ( 4,208 ) ( 4,229 )
Unamortized prior service cost 292 352
Unrecognized actuarial (gain) ( 219 ) ( 278 )
Net amount recognized $ ( 4,135 ) $ ( 4,155 )
Amounts recognized in the consolidated financial statements consisted of (in thousands):
2023 2022
Accrued postretirement benefit liability:
Current portion $ 357 $ 353
Long term portion 3,851 3,876
Pre-tax accumulated other comprehensive loss – unamortized post-retirement healthcare costs ( 73 ) ( 74 )
Net amount recognized $ 4,135 $ 4,155
The measurement date used to determine postretirement benefit obligation measures was December 31.
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Components of net periodic postretirement benefit cost charged to expense for the years ended December 31 were as follows (in thousands):
2023 2022 2021
Interest cost $ 194 $ 127 $ 125
Amortization of unrecognized prior service cost 60 60 44
Loss amortization ( 2 )
— 24 113
Net periodic benefit cost $ 254 $ 211 $ 282
Assumptions used to calculate the benefit obligation:
Discount rate 4.7 % 4.8 % 2.4 %
Annual rate of increase in the per capita cost of:
Medical costs before age 65 ( 1)
7.8 % 7.8 % 7.0 %
Medical costs after age 65 ( 1)
4.6 % 4.5 % 4.5 %
Prescription drug costs ( 1)
7.8 % 7.8 % 7.0 %
(1) For 2023 and 2022, it was assumed that these rates would gradually decline to 4.0 % by 2075. For 2021, it was assumed that these rates would gradually decline to 3.8 % by 2075.
(2) Actuarial losses are amortized utilizing the corridor approach. Differences between actual experience and the actuarial assumptions are reflected in (gain)/loss. If the total net (gain) or loss exceeds 10 percent of the greater of the accumulated postretirement benefit obligation or plan assets, this excess must be amortized over the average remaining service period of the active plan participants. If most of the plan participants are inactive, the amortization period is the expected future lifetime of inactive plan participants.
Expected benefit payments from the plan for the years ended December 31 are as follows (in thousands):
2024 2025 2026 2027 2028 Years 2029 - 2033
Expected benefit payments $ 357 $ 370 $ 362 $ 361 $ 356 $ 1,646
(11) ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
The cumulative balance of each component of accumulated other comprehensive (loss) income is as follows (in thousands):
Foreign
Currency
Translation
Adjustment Postretirement
Benefit Plan
Adjustments Total Pre-
Tax Amount Tax Benefit
(Expense) Accumulated
Other
Comprehensive
(Loss) Income
Balance at December 31, 2021 $ 1,640 $ ( 2,247 ) $ ( 607 ) $ 794 $ 187
Postretirement benefit plan adjustments — 1,852 1,852 ( 449 ) 1,403
Foreign currency translation adjustment ( 5,022 ) — ( 5,022 ) — ( 5,022 )
Balance at December 31, 2022 ( 3,382 ) ( 395 ) ( 3,777 ) 345 ( 3,432 )
Postretirement benefit plan adjustments — 150 150 ( 36 ) 114
Foreign currency translation adjustment 1,204 — 1,204 — 1,204
Balance at December 31, 2023 $ ( 2,178 ) $ ( 245 ) $ ( 2,423 ) $ 309 $ ( 2,114 )
The realized adjustments relating to the Company’s minimum post retirement health care costs were reclassified from accumulated other comprehensive loss and included in other expense in the consolidated statements of income.
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(12) EQUITY-BASED COMPENSATION
The Company awards equity-based compensation to employees and directors, which is recognized in the statements of income based on the grant-date fair value of the award. The Company uses the straight-line method for recording compensation expense over a vesting period generally up to four years with either graded or cliff vesting. Stock compensation expense recognized during the period is based on the value of the portion of equity-based awards that is ultimately expected to vest during the period reduced by the expense on unvested awards forfeited during the period.
On May 3, 2023, the stockholders of the Company approved the adoption of the Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan (the "Amended 2018 Plan") which increases the total number of shares available for issuance by the Company from 1,000,000 shares to 1,550,000 shares. In addition, 81,707 shares that were unissued and available for grant under the Gibraltar Industries, Inc. 2015 Equity Incentive Plan (the "2015 Plan") were consolidated with the Amended 2018 Plan. No further grants will be made under the 2015 Plan. The Amended 2018 Plan allows the Company to grant equity-based incentive compensation awards, in the form of non-qualified options, restricted shares, restricted stock units, performance shares, performance stock units, and stock rights to eligible participants.
On May 4, 2022, the stockholders of the Company approved the adoption of the Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") which increases the total number of shares for issuance by the Company thereunder from 100,000 shares to 200,000 shares, allows the Company to grant awards of shares of the Company's common stock to current 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, 2023, approximately 885,000 shares were available for issuance under the Amended 2018 Plan as incentive stock options or other stock awards, and approximately 86,000 shares were available for issuance under the Non-Employee Directors Plan as awards of shares of the Company's common stock.
The compensation cost for employee and non-employee director equity-based compensation plans for all current and prior year awards granted along with the related tax benefits recognized during the years ended December 31 (in thousands) were as follows:
2023 2022 2021
Total stock compensation expense $ 9,750 $ 8,334 $ 8,652
Tax benefits recognized related to stock compensation expense $ 2,516 $ 2,175 $ 2,189
Equity Based Awards - Settled in Stock
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:
2023 2022 2021
Awards Number
of Awards Weighted
Average
Grant Date
Fair Value Number
of Awards Weighted
Average
Grant Date
Fair Value Number
of Awards Weighted
Average
Grant Date
Fair Value
Deferred stock units 6,351 $ 54.33 2,460 $ 42.69 7,536 $ 83.58
Common stock 8,468 $ 54.33 15,652 $ 42.49 2,512 $ 83.58
Restricted stock units 99,820 $ 61.93 132,430 $ 43.92 72,243 $ 79.28
Performance stock units (1) 85,323 $ 53.22 108,464 $ 47.00 62,778 $ 87.84
(1) The Company’s performance stock units (“PSUs”) represent shares granted for which the final number of shares earned depends on financial performance. 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 the Company’s return on invested capital (“ROIC”) over a one-year period performance period.
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Stock Options
No options were granted during the years ended December 31, 2023, 2022 and 2021. The Company determines the fair value of stock options granted based on the Black-Scholes option pricing model on the date of grant, and the expected stock volatility is based on volatility of the Company’s stock price using a historical period commensurate with the expected life of the options.
At December 31, 2023, the Company has one grant of options outstanding. The following table summarizes the Company's outstanding and exercisable options at December 31, 2023:
Exercise Price Options
Outstanding Weighted
Average
Remaining
Contractual Life
(in years) Weighted
Average
Exercise
Price Options
Exercisable Weighted
Average
Exercise
Price
$ 39.55
5,000 3.26 $ 39.55 5,000 $ 39.55
The following table summarizes information about stock option transactions:
Options Weighted
Average
Exercise
Price Weighted
Average
Remaining Contractual
Life (in years) Aggregate
Intrinsic Value
Balance at January 1, 2021 41,500 $ 29.38
Exercised ( 36,500 ) $ 27.99
Balance at December 31, 2021 5,000 $ 39.55
Exercised — $ —
Balance at December 31, 2022 5,000 $ 39.55
Exercised — $ —
Balance at December 31, 2023 5,000 $ 39.55 3.26 $ 197,150
The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the $ 78.98 per share market price of the Company’s common stock as of December 31, 2023, which would have been received by the option holder had the option holder exercised the options as of that date.
Stock Units and Common Stock
The following table summarizes information about non-vested restricted stock units and performance stock units (that will convert to shares upon vesting) and common stock:
Restricted
Stock
Units Weighted
Average
Grant Date
Fair Value Common
Stock Weighted
Average
Grant Date
Fair Value Performance
Stock Units Weighted
Average
Grant Date
Fair Value Deferred
Stock
Units (2) Weighted
Average
Grant Date
Fair Value
Balance at December 31, 2022 235,370 $ 49.87 — $ — 211,368 $ 50.96 40,350 $ 45.16
Granted 99,820 $ 61.93 8,468 $ 54.33 85,323 $ 53.22 6,351 $ 54.33
Adjustments (1) — $ — — $ — ( 70,610 ) $ 50.72 — $ —
Vested ( 77,312 ) $ 53.37 ( 8,468 ) $ 54.33 ( 71,106 ) $ 51.74 ( 2,222 ) $ 36.47
Forfeited ( 24,908 ) $ 50.99 — $ — ( 18,729 ) $ 49.69 — $ —
Balance at December 31, 2023 232,970 $ 53.75 — $ — 136,246 $ 52.27 44,479 $ 46.90
(1) (i) 40,610 units of the Company's PSUs granted in 2022 were adjusted in the first quarter of 2023 to reflect 60.5 % of the target amount granted based on the Company's actual ROIC compared to ROIC target for the performance period ended December 31, 2022; and (ii) 30,000 units of the Company's TSR PSUs granted in 2020 for which the performance condition was not achieved and the PSUs were adjusted in the first quarter of
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2023 to reflect zero earned as the threshold level of achievement was not met based on performance criteria as defined in the respective awards over a three-year performance period which ended March 1, 2023.
(2) 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, 2023 was based on the Company's stock price at grant date of the award.
The following table sets forth the aggregate intrinsic value of options exercised and aggregate fair value of restricted stock units and restricted shares that vested during the years ended December 31 (in thousands):
2023 2022 2021
Aggregate intrinsic value of options exercised $ — $ — $ 2,103
Aggregate fair value of vested restricted stock units $ 4,740 $ 3,920 $ 6,320
Aggregate fair value of vested common stock $ 460 $ 665 $ 370
Aggregate fair value of vested performance stock units $ 3,999 $ 6,729 $ 9,080
Aggregate fair value of vested deferred stock units $ 345 $ 105 $ 630
As of December 31, 2023, there was $ 13.1 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 2.0 years.
Equity Based Awards - Settled in Cash
Management Stock Purchase Plan
The Company's equity-based awards that are settled in cash are the awards under the Management Stock Purchase Plan (the "MSPP") which is authorized under the Company's equity incentive plans. 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.
The deferrals and related company match are credited to an account that represents a share-based liability. The portion of the account deferred to unrestricted investments is measured at fair market value of the unrestricted investments, and the portion of the account deferred to restricted stock units and company-matching restricted stock units is measured at a 200-day average of the Company's stock price. The account will be converted to and settled in cash payable to participants upon retirement or a termination of their service to the Company.
Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2023 were $ 20.0 million, of which $ 2.0 million was included in current accrued expenses and $ 18.0 million was included in non-current liabilities. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2022 were $ 15.4 million, of which $ 2.3 million was included in current accrued expenses and $ 13.1 million was included in non-current liabilities. The value of the restricted stock units within the MSPP liabilities was $ 17.3 million and $ 13.4 million at December 31, 2023 and 2022, respectively.
The following table provides the number of restricted stock units credited to active participant accounts, balance of vested and unvested restricted stock units within active participant accounts, payments made with respect to MSPP liabilities and MSPP expense during years ended December 31:
2023 2022 2021
Restricted stock units credited 48,921 12,365 30,475
Restricted stock units balance, vested and unvested 199,946 158,644 223,892
Share-based liabilities paid (in thousands) $ 2,392 $ 3,689 $ 4,915
MSPP expense (recovery) (in thousands) $ 4,710 $ ( 4,459 ) $ 6,034
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(13) FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement as follows:
• Level 1 - Quoted prices in active markets for identical assets or liabilities.
• Level 2 - Observable inputs other than quoted prices in active markets for similar assets and liabilities.
• Level 3 - Inputs that are unobservable inputs for the asset or liability.
The Company had no financial assets or liabilities measured at fair value on a recurring basis and did not have any financial instruments for which carrying value differed from its fair value at December 31, 2023 and 2022. As of December 31, 2023, the Company had no outstanding indebtedness on its revolving credit facility under its Credit Agreement. The Company had $ 91.0 million outstanding on its revolving credit facility as of December 31, 2022.
The Company’s other financial instruments primarily consist of cash and cash equivalents, accounts receivable, and accounts payable. The carrying values for these financial instruments approximate fair value. The Company did not have any other material assets or liabilities carried at fair value and measured on a recurring basis as of December 31, 2023 and 2022.
Other non-recurring fair value measurements
The Company recorded impairment of property, plant and equipment during the year ended December 31, 2022 and recognized impairment charges related to certain intangible assets during the years ended December 31, 2023 and 2021. The Company uses unobservable inputs, classified as Level 3 inputs, in determining the fair value of these assets. See Note 7 "Goodwill and Related Intangible Assets," Note 14 "Discontinued Operations" and Note 15 "Exit Activity Costs and Asset Impairments" for more disclosure regarding the impairment of certain intangible assets and property, plant, and equipment, respectively.
The Company also applied fair value principles for the goodwill impairment tests performed during 2023, 2022, and 2021. The Company used two valuation models to estimate the fair values of its reporting units, both of which primarily use Level 3 inputs. See Note 7 "Goodwill and Related Intangible Assets" of the consolidated financial statements for the results of the Company’s goodwill impairment tests.
Additionally, the Company's recent acquisition activity, as described in Note 6 "Acquisitions," used Level 3 inputs to estimate fair values allocated to the assets acquired and liabilities assumed.
(14) DISCONTINUED OPERATIONS
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, 2021. Net proceeds of $ 38 million, consisting of cash and a $ 13 million seller note, resulted in a pre-tax loss of $ 30 million, 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 of the Industrial business have been presented as a discontinued operation in the Company's consolidated statements of income for all periods presented.
There was no income from discontinued operations before taxes for the years ended December 31, 2023 and 2022. For the year ended December 31, 2021, income from discontinued operations before taxes of $ 1.5 million consisted of net sales of $ 20.4 million, operating expenses of $ 17.5 million, and adjustment to loss on disposal of $ 1.4 million.
On December 1, 2023, the Company sold its Japan-based solar racking business within its Renewables segment to a third party. The $ 8.0 million net proceeds from the sale resulted in a pre-tax net loss of $ 0.6 million and has been presented within other (income) expense in the consolidated statements of income. This divestiture did not meet the criteria to be recorded as a discontinued operation nor did it have a major effect on the Company's operations.
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(15) EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS
The Company has incurred exit activity costs and asset impairment charges as a result of its 80/20 simplification and portfolio management initiatives. 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 the Company's manufacturing footprint.
As a result of process simplification initiatives, the Company has incurred exit activity costs (recoveries) 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. Additionally, the Company has incurred the aforementioned costs resulting from the sale, relocation and/or closure of facilities including two closures and one relocation in 2022 and four facility closures in 2021.
The following table sets forth the exit activity costs (recoveries) and asset impairment charges incurred by segment during the years ended December 31 related to the restructuring activities described above (in thousands):
2023 2022 2021
Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total
Renewables $ 7,558 $ 1,136 $ 8,694 $ 3,256 $ 1,198 $ 4,454 $ 4,769 $ 1,193 $ 5,962
Residential 960 3,851 4,811 1,825 12 1,837 393 — 393
Agtech 718 — 718 771 1,066 1,837 1,687 — 1,687
Infrastructure — — — ( 63 ) — ( 63 ) 26 — 26
Corporate ( 32 ) — ( 32 ) 250 — 250 145 — 145
Total $ 9,204 $ 4,987 $ 14,191 $ 6,039 $ 2,276 $ 8,315 $ 7,020 $ 1,193 $ 8,213
The following table provides a summary of where the above exit activity costs and asset impairments are recorded in the consolidated statements of income for the years ended December 31 (in thousands):
2023 2022 2021
Cost of sales $ 12,634 $ 5,258 $ 6,176
Selling, general, and administrative expense 1,557 3,057 2,037
Total exit activity costs and asset impairments $ 14,191 $ 8,315 $ 8,213
The following table reconciles the beginning and ending liability for exit activity costs relating to the Company’s restructuring efforts (in thousands):
2023 2022
Balance as of January 1 $ 2,417 $ 272
Exit activity costs recognized 9,204 6,039
Cash payments ( 4,896 ) ( 3,894 )
Balance as of December 31 $ 6,725 $ 2,417
(16) INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. 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.
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The components of income before taxes from continuing operations consisted of the following for the years ended December 31 (in thousands):
2023 2022 2021
Domestic $ 149,348 $ 112,635 $ 93,155
Foreign ( 356 ) ( 1,145 ) 6,407
Income before taxes from continuing operations $ 148,992 $ 111,490 $ 99,562
The provision for income taxes from continuing operations for the years ended December 31 consisted of the following (in thousands):
2023 2022 2021
Current:
U.S. Federal $ 21,579 $ 17,014 $ 16,137
State 6,048 5,647 5,009
Foreign 32 86 932
Total current 27,659 22,747 22,078
Deferred:
U.S. Federal 8,617 5,259 1,766
State 2,112 1,381 134
Foreign 71 ( 303 ) 1,068
Total deferred 10,800 6,337 2,968
Provision for income taxes $ 38,459 $ 29,084 $ 25,046
The provision for income taxes from continuing operations differs from the federal statutory rate of 21 % due to the following for the years ended December 31 (in thousands, except for percentages) :
2023 2022 2021
Statutory rate $ 31,288 21.0 % $ 23,413 21.0 % $ 20,908 21.0 %
State taxes, less federal effect 6,446 4.3 % 5,541 5.0 % 4,068 4.1 %
Federal tax credits ( 787 ) ( 0.5 ) % ( 549 ) ( 0.5 ) % ( 587 ) ( 0.6 ) %
Excess tax benefit on stock based compensation ( 203 ) ( 0.1 ) % ( 214 ) ( 0.2 ) % ( 2,039 ) ( 2.0 ) %
Executive compensation 1,369 0.9 % 960 0.9 % 1,781 1.8 %
Other 346 0.2 % ( 67 ) ( 0.1 ) % 915 0.9 %
$ 38,459 25.8 % $ 29,084 26.1 % $ 25,046 25.2 %
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Deferred tax liabilities at December 31 consisted of the following (in thousands):
2023 2022
Depreciation $ 13,838 $ 14,570
Goodwill 65,967 62,132
Operating leases 11,325 6,775
Intangible assets 1,919 3,706
Other 1,264 1,358
Gross deferred tax liabilities 94,313 88,541
Capitalized research and development costs ( 6,286 ) ( 4,503 )
Equity compensation ( 6,907 ) ( 5,993 )
Operating leases ( 11,678 ) ( 7,076 )
Assets held for sale — ( 13,669 )
Capital loss carryforward ( 26,527 ) ( 26,490 )
Other ( 12,422 ) ( 10,417 )
Gross deferred tax assets ( 63,820 ) ( 68,148 )
Valuation allowances 26,593 26,488
Deferred tax assets, net of valuation allowances ( 37,227 ) ( 41,660 )
Net deferred tax liabilities $ 57,086 $ 46,881
At December 31, 2023, the Company had total net operating loss carry forwards of $ 17.5 million, which included $ 0.3 million for federal, $ 16.5 million for state, and $ 0.7 million for foreign income tax purposes. The federal and state net operating loss carry forwards expire between 2024 and 2043. The foreign net operating loss carry forwards expire between 2024 and 2043. The Company recognized a total of $ 1.1 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 $ 0.8 million of state deferred tax assets and $ 0.2 million of foreign deferred tax assets.
As a result of the sale of the Industrial business during 2021, the Company generated a capital loss of $ 113.7 million for federal and state purposes to the extent allowable under state tax regulations. Amended Federal returns were filed to carry back $ 3.7 million of capital loss. As of December 31, 2023, the remaining capital loss carry forward is $ 110.0 million. The capital loss carryforward will expire in 2026. The Company recognized a total of $ 26.5 million of deferred tax assets, net of the federal benefit, related to this carryforward prior to any valuation allowances, which included $ 22.2 million of federal and $ 4.3 million of state deferred tax assets. The Company has a full valuation allowance on the capital loss carry forward and as a result there is no deferred tax asset related to the capital loss.
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 following sets forth a reconciliation of the beginning and ending amount of the Company’s valuation allowance (in thousands):
2023 2022 2021
Balance as of January 1 $ 26,488 $ 26,581 $ 111
Cost charged to the tax provision 105 10 13
Reductions — ( 103 ) ( 41 )
Reclassification from discontinued operations upon sale of industrial group — — 26,498
Balance as of December 31 $ 26,593 $ 26,488 $ 26,581
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The Company made net payments for income taxes for the following amounts for the years ended December 31 (in thousands):
2023 2022 2021
Payments made for income taxes, net $ 23,447 $ 27,017 $ 22,076
At December 31, 2023, the Company had approximately $ 1.4 million of undistributed earnings of foreign subsidiaries. The Company continues to maintain its assertion that all remaining foreign earnings will be indefinitely reinvested. Any excess earnings could be used to grow the Company's foreign operations through launches of new capital projects or additional acquisitions. Determination of the amount of unrecognized deferred U.S. income tax liability related to the Company's remaining unremitted foreign earnings is not practicable due to the complexities associated with its hypothetical calculation.
The Company did not have any unrecognized tax benefits or activity related to such benefits in any of the years presented in the consolidated financial statements. 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 presented.
The Company and its U.S. subsidiaries file a U.S. federal consolidated income tax return. Foreign and U.S. state jurisdictions have statute of limitations generally ranging from four to ten years . The Company is currently in appeals for an audit of tax years 2016 through 2019 in Massachusetts and believes the technical merits of the position will be sustained.
(17) EARNINGS PER SHARE
Weighted average shares outstanding for basic and diluted earnings were as follows for the years ended December 31 (in thousands):
2023 2022 2021
Numerator:
Income from continuing operations $ 110,533 $ 82,406 $ 74,516
Income from discontinued operations — — 1,113
Net income available to common shareholders $ 110,533 $ 82,406 $ 75,629
Denominator for basic earnings per share:
Weighted average shares outstanding 30,626 32,096 32,873
Denominator for diluted earnings per share:
Common stock options and stock units 159 96 181
Weighted average shares and conversions 30,785 32,192 33,054
The following table provides the potential anti-dilutive common stock units not included in the diluted weighted average shares calculations for the years ended December 31 (in thousands):
2023 2022 2021
Common stock units 26 43 —
(18) LEASES
The Company's leases are classified as operating leases and consist of manufacturing facilities, distribution centers, office space, vehicles and equipment.
Most of the Company's leases include one or more options to renew, with renewal terms that can extend the respective lease term from one month to ten years . The exercise of lease renewal options is at the Company's sole discretion. As of December 31, 2023 and 2022, the Company's renewal options are not part of the Company's operating lease assets and operating lease liabilities. Certain leases also include options to purchase at fair value the underlying leased asset at the Company's sole discretion.
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The components of lease costs for the years ended December 31 were as follows (in thousands):
2023 2022 2021
Operating lease cost $ 12,940 $ 11,191 $ 10,977
Short-term lease cost 4,645 5,694 7,153
Total lease cost $ 17,585 $ 16,885 $ 18,130
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):
2023 2022 2021
Cash paid for amounts included in the measurement of operating liabilities $ 10,628 $ 8,835 $ 9,431
Right-of-use assets obtained in exchange for new lease liabilities $ 27,468 $ 17,008 $ 1,084
Information related to the Company's lease terms and discount rates as of December 31 were as follows:
2023 2022
Weighted-average remaining lease term - operating leases 6.6 years 5.3 years
Weighted-average discount rate - operating leases 5.0 % 5.0 %
The future maturity of the Company's lease liabilities as of December 31, 2023 were as follows (in thousands):
2024 $ 12,329
2025 9,748
2026 6,304
2027 4,775
2028 4,391
After 2028 17,191
Total lease payments 54,738
Less: present value discount ( 8,471 )
Present value of lease liabilities $ 46,267
The Company uses 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.
(19) COMMITMENTS AND CONTINGENCIES
The Company is a party to certain claims and legal actions generally incidental to its business. Management does not believe that the outcome of any claims, or other claims which are not clearly determinable at the present time, would result in a material adverse effect on the Company's financial condition or results of operations.
(20) SEGMENT INFORMATION
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 designing, engineering and manufacturing of 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 solutions including the designing, engineering, manufacturing and installation of greenhouses; and
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(iv) Infrastructure, which primarily includes designing, engineering and manufacturing of 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.
The following tables illustrate 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):
2023 2022 2021
Net sales:
Renewables $ 330,738 $ 377,567 $ 432,096
Residential 814,803 767,248 635,505
Agtech 144,967 168,868 199,161
Infrastructure 87,228 76,283 73,021
Total consolidated net sales $ 1,377,736 $ 1,389,966 $ 1,339,783
Income from operations:
Renewables $ 30,160 $ 25,243 $ 20,158
Residential 143,068 126,458 105,821
Agtech ( 928 ) 2,914 ( 931 )
Infrastructure 18,529 9,003 8,911
Segments income from operations 190,829 163,618 133,959
Unallocated corporate expenses ( 40,100 ) ( 33,516 ) ( 36,971 )
Total income from operations $ 150,729 $ 130,102 $ 96,988
Depreciation and Amortization
Renewables $ 8,671 $ 8,467 $ 14,682
Residential 10,080 8,983 8,694
Agtech 3,789 4,377 5,279
Infrastructure 3,137 3,150 3,092
Unallocated corporate expenses 1,701 1,190 219
$ 27,378 $ 26,167 $ 31,966
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2023 2022 2021
Total assets
Renewables $ 377,694 $ 392,368 $ 445,486
Residential 515,739 519,567 453,469
Agtech 168,213 193,966 212,038
Infrastructure 77,518 80,264 82,662
Unallocated corporate assets 117,287 24,448 21,246
$ 1,256,451 $ 1,210,613 $ 1,214,901
Capital expenditures
Renewables $ 1,113 $ 3,589 $ 4,268
Residential 6,913 10,050 4,182
Agtech 1,419 3,177 3,289
Infrastructure 1,313 1,898 2,097
Unallocated corporate expenditures 4,239 1,424 3,869
$ 14,997 $ 20,138 $ 17,705
The following tables illustrate revenue disaggregated by timing of transfer of control to the customer for the years ended December 31 (in thousands):
2023
Renewables Residential Agtech Infrastructure Total
Net sales:
Point in Time $ 49,123 $ 808,225 $ 4,920 $ 31,547 $ 893,815
Over Time 281,615 6,578 140,047 55,681 483,921
Total $ 330,738 $ 814,803 $ 144,967 $ 87,228 $ 1,377,736
2022
Renewables Residential Agtech Infrastructure Total
Net sales:
Point in Time $ 27,317 $ 761,576 $ 13,011 $ 32,983 $ 834,887
Over Time 350,250 5,672 155,857 43,300 555,079
Total $ 377,567 $ 767,248 $ 168,868 $ 76,283 $ 1,389,966
2021
Renewables Residential Agtech Infrastructure Total
Net sales:
Point in Time $ 28,630 $ 630,494 $ 20,157 $ 32,512 $ 711,793
Over Time 403,466 5,011 179,004 40,509 627,990
Total $ 432,096 $ 635,505 $ 199,161 $ 73,021 $ 1,339,783
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Net sales by region or origin and long-lived assets by region of domicile for the years ended and as of December 31 were as follows (in thousands):
2023 2022 2021
Net sales
North America $ 1,366,012 $ 1,373,907 $ 1,318,795
Asia 11,724 16,059 20,988
Total $ 1,377,736 $ 1,389,966 $ 1,339,783
Long-lived assets
North America $ 154,778 $ 136,553 $ 97,003
Asia 59 234 365
Total $ 154,837 $ 136,787 $ 97,368
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.