GIBRALTAR INDUSTRIES, INC. [ROCK] Filings

10-Q 1 rock-20220930.htm 10-Q rock-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-22462

GIBRALTAR INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware

16-1445150

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

3556 Lake Shore Road

P.O. Box 2028

Buffalo

New York

14219-0228

(Address of principal executive offices)

(Zip Code)

(716) 826-6500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

ROCK

NASDAQ Stock Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 2, 2022, the number of common shares outstanding was: 30,970,972.

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GIBRALTAR INDUSTRIES, INC.

INDEX


		PAGE NUMBER
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Income for the Three and Nine Months Ended Sep tember 30, 2022 and 2021 (unaudited)	3
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended Sept ember 30, 2022 and 2021 (unaudited)	4
	Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (unaudited)	6
	Consolidated Statement of Stockholders’ Equity for the Nine Months Ended Sept ember 30, 2022 and 2021 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
	SIGNATURES	38

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net sales	$	391,291	$	369,353	$	1,076,105	$	1,005,334
Cost of sales	296,735		286,101		826,434		781,133
Gross profit	94,556		83,252		249,671		224,201
Selling, general, and administrative expense	47,160		45,274		140,941		141,999

Income from operations	47,396		37,978		108,730		82,202
Interest expense	1,048		491		2,189		1,180
Other expense (income)	363		72		797		(4,279)
Income before taxes	45,985		37,415		105,744		85,301
Provision for income taxes	11,690		9,561		26,686		20,578
Income from continuing operations	34,295		27,854		79,058		64,723
Discontinued operations:
(Loss) income before taxes	—		(201)		—		1,867
Provision for income taxes	—		97		—		323
(Loss) income from discontinued operations	—		(298)		—		1,544
Net income	$	34,295	$	27,556	$	79,058	$	66,267
Net earnings per share – Basic:
Income from continuing operations	$	1.08	$	0.85	$	2.44	$	1.97
(Loss) income from discontinued operations	—		(0.01)		—		0.05
Net income	$	1.08	$	0.84	$	2.44	$	2.02
Weighted average shares outstanding – Basic	31,707		32,802		32,396		32,791
Net earnings per share – Diluted:
Income from continuing operations	$	1.08	$	0.84	$	2.43	$	1.96
(Loss) income from discontinued operations	—		(0.01)		—		0.05
Net income	$	1.08	$	0.83	$	2.43	$	2.01
Weighted average shares outstanding – Diluted	31,812		33,050		32,503		33,055

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income	$	34,295	$	27,556	$	79,058	$	66,267
Other comprehensive (loss) income:
Foreign currency translation adjustment	(3,568)		(1,057)		(6,993)		2,902

Minimum post retirement benefit plan adjustments, net of tax	12		27		37		81

Other comprehensive (loss) income	(3,556)		(1,030)		(6,956)		2,983
Total comprehensive income	$	30,739	$	26,526	$	72,102	$	69,250

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)


	September 30, 2022		December 31, 2021
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	21,919	$	12,849
Accounts receivable, net of allowance of $3,847 and $3,738, respectively	275,704		236,444
Inventories, net	204,000		176,207
Prepaid expenses and other current assets	37,578		21,467

Total current assets	539,201		446,967
Property, plant, and equipment, net	105,097		96,885
Operating lease assets	24,850		18,120
Goodwill	510,866		510,942
Acquired intangibles	145,374		141,504
Other assets	875		483
	$	1,326,263	$	1,214,901
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	157,167	$	172,286
Accrued expenses and other current liabilities	82,789		67,993
Billings in excess of cost	42,412		46,711



Total current liabilities	282,368		286,990
Long-term debt	121,840		23,781
Deferred income taxes	40,257		40,278
Non-current operating lease liabilities	17,956		11,390
Other non-current liabilities	20,351		27,204
Stockholders’ equity:
Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding	—		—
Common stock, $0.01 par value; authorized 100,000 shares in 2022 and 2021; 34,034 shares and 33,799 shares issued and outstanding in 2022 and 2021	340		338
Additional paid-in capital	320,428		314,541
Retained earnings	624,630		545,572
Accumulated other comprehensive (loss) income	(6,769)		187
Treasury stock, at cost, 2,530 and 1,107 shares in 2022 and 2021	(95,138)		(35,380)
Total stockholders’ equity	843,491		825,258
	$	1,326,263	$	1,214,901

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2022		2021
Cash Flows from Operating Activities
Net income	$	79,058	$	66,267
Income from discontinued operations	—		1,544
Income from continuing operations	79,058		64,723
Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization	19,192		23,958
Stock compensation expense	5,889		6,769


Exit activity costs, non-cash	1,427		1,193


Provision for (benefit of) deferred income taxes	181		(689)

Other, net	3,620		1,274

Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	(25,538)		(65,297)
Inventories	(19,840)		(65,906)
Other current assets and other assets	393		(316)
Accounts payable	(24,756)		32,029
Accrued expenses and other non-current liabilities	(1,065)		(12,261)
Net cash provided by (used in) operating activities of continuing operations	38,561		(14,523)
Net cash used in operating activities of discontinued operations	—		(2,002)
Net cash provided by (used in) operating activities	38,561		(16,525)
Cash Flows from Investing Activities
Acquisitions, net of cash acquired	(51,621)		4,143
Purchases of property, plant, and equipment	(15,704)		(13,251)
Net proceeds from sale of business	—		38,062


Net cash (used in) provided by investing activities of continuing operations	(67,325)		28,954
Net cash used in investing activities of discontinued operations	—		(176)
Net cash (used in) provided by investing activities	(67,325)		28,778
Cash Flows from Financing Activities
Proceeds from long-term debt	197,800		58,500
Long-term debt payments	(100,000)		(83,636)


Purchase of common stock at market prices	(58,125)		(6,161)
Net proceeds from issuance of common stock	—		1,021

Net cash provided by (used in) financing activities	39,675		(30,276)
Effect of exchange rate changes on cash	(1,841)		(97)
Net increase (decrease) in cash and cash equivalents	9,070		(18,120)
Cash and cash equivalents at beginning of year	12,849		32,054
Cash and cash equivalents at end of period	$	21,919	$	13,934

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2021	33,799	$	338	$	314,541	$	545,572	$	187	1,107	$	(35,380)	$	825,258
Net income	—	—		—		15,456		—		—	—		15,456
Foreign currency translation adjustment	—	—		—		—		(227)		—	—		(227)
Minimum post retirement benefit plan adjustments, net of taxes of $10	—	—		—		—		24		—	—		24
Stock compensation expense	—	—		1,352		—		—		—	—		1,352



Net settlement of restricted stock units	173	2		(2)		—		—		72	(3,461)		(3,461)
Balance at March 31, 2022	33,972	$	340	$	315,891	$	561,028	$	(16)	1,179	$	(38,841)	$	838,402
Net income	—	—		—		29,307		—		—	—		29,307
Foreign currency translation adjustment	—	—		—		—		(3,198)		—	—		(3,198)
Minimum post retirement benefit plan adjustments, net of taxes of $0	—	—		—		—		1		—	—		1
Stock compensation expense	—	—		2,773		—		—		—	—		2,773
Awards of common stock	16	—		—		—		—		—	—		—
Net settlement of restricted stock units	1	—		—		—		—		—	(7)		(7)
Common stock repurchased under stock repurchase program	—	—		—		—		—		1,195	(50,000)		(50,000)
Balance at June 30, 2022	33,989	$	340	$	318,664	$	590,335	$	(3,213)	2,374	$	(88,848)	$	817,278
Net income	—	—		—		34,295		—		—	—		34,295
Foreign currency translation adjustment	—	—		—		—		(3,568)		—	—		(3,568)
Minimum post retirement benefit plan adjustments, net of taxes of $5	—	—		—		—		12		—	—		12
Stock compensation expense	—	—		1,764		—		—		—	—		1,764

Awards of common shares	—	—		—		—		—		—	—		—
Net settlement of restricted stock units	45	—		—		—		—		18	(749)		(749)
Common stock repurchased under stock repurchase program	—	—		—		—		—		138	(5,541)		(5,541)
Balance at September 30, 2022	34,034	$	340	$	320,428	$	624,630	$	(6,769)	2,530	$	(95,138)	$	843,491

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


	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	—	—		—		12,762		—		—	—		12,762
Foreign currency translation adjustment	—	—		—		—		3,198		—	—		3,198
Minimum post retirement benefit plan adjustments, net of taxes of $10	—	—		—		—		27		—	—		27

Stock compensation expense	—	—		2,368		—		—		—	—		2,368

Stock options exercised	25	—		910		—		—		—	—		910

Net settlement of restricted stock units	118	1		(1)		—		—		54	(4,662)		(4,662)

Balance at March 31, 2021	33,711	$	337	$	308,147	$	482,705	$	764	1,082	$	(33,545)	$	758,408
Net income	—	—		—		25,949		—		—	—		25,949
Foreign currency translation adjustment	—	—		—		—		761		—	—		761
Minimum post retirement benefit plan adjustments, net of taxes of $10	—	—		—		—		27		—	—		27
Stock compensation expense	—	—		2,567		—		—		—	—		2,567
Stock options exercised	1	—		14		—		—		—	—		14
Awards of common shares	3	—		—		—		—		—	—		—
Net settlement of restricted stock units	3	—		—		—		—		1	(118)		(118)

Balance at June 30, 2021	33,718	$	337	$	310,728	$	508,654	$	1,552	1,083	$	(33,663)	$	787,608
Net income	—	—		—		27,556		—		—	—		27,556
Foreign currency translation adjustment	—	—		—		—		(1,057)		—	—		(1,057)
Minimum post retirement benefit plan adjustments, net of taxes of $9	—	—		—		—		27		—	—		27
Stock compensation expense	—	—		1,834		—		—		—	—		1,834
Stock options exercised	10	—		97		—		—		—	—		97

Net settlement of restricted stock units	54	1		(1)		—		—		19	(1,381)		(1,381)
Total other comprehensive loss	—	—		—		—		—		—	—		—
Balance at September 30, 2021	33,782	$	338	$	312,658	$	536,210	$	522	1,102	$	(35,044)	$	814,684

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1) CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements of Gibraltar Industries, Inc. (the "Company") have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of results for the interim period have been included. The Company's operations are seasonal; for this and other reasons financial results for any interim period are not necessarily indicative of the results expected for any subsequent interim period or for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2021.

The consolidated balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

(2) RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements Not Yet Adopted

Standard

Description

Financial Statement Effect or Other Significant Matters

ASU No. 2020-04
Reference Rate Reform (Topic 848), Facilitation of Effects of Reference Rate Reform on Financial Reporting, and
ASU No. 2021-01 Reference Rate Reform (Topic 848), Scope

The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met, and apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued as a result of reference rate reform. The expedients and exceptions provided by the amendments in ASU 2020-04 do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The amendments in ASU 2021-01 clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.

The amendments in these updates are effective as of March 12, 2020 through December 31, 2022, and may be applied retrospectively to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date the financial statements are available to be issued. The adoption of the amendments in these updates is not expected to have a material impact on the Company's financial statements.

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(3) ACCOUNTS RECEIVABLE, NET

Accounts receivable consists of the following (in thousands):


	September 30, 2022		December 31, 2021
Trade accounts receivable	$	222,368	$	185,745
Costs in excess of billings	57,183		54,437
Total accounts receivables	279,551		240,182
Less allowance for doubtful accounts and contract assets	(3,847)		(3,738)
Accounts receivable, net	$	275,704	$	236,444

Refer to Note 4 "Revenue" concerning the Company's costs in excess of billings.

The following table provides a roll-forward of the allowance for credit losses, for the nine month period ended September 30, 2022, that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected.


Beginning balance as of January 1, 2022	$	3,738

Bad debt expense, net of recoveries	960
Accounts written off against allowance and other adjustments	(851)
Ending balance as of September 30, 2022	$	3,847

(4) 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; retractable awnings; gutter guards; rain dispersion products; trims and flashings and other accessories; designing, engineering, manufacturing and installation of greenhouses; structural bearings; expansion joints; pavement sealant; elastomeric concrete; and bridge cable protection systems.

Refer to Note 15 "Segment Information" for additional information related to revenue recognized by timing of transfer of control by reportable segment.

As of September 30, 2022, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.

Contract assets consist of costs in excess of billings presented within accounts receivable in the Company's consolidated balance sheets. Contract liabilities consist of billings in excess of cost, classified as current liabilities, and unearned revenue, presented within accrued expenses, in the Company's consolidated balance sheets. Unearned revenue as of September 30, 2022 and December 31, 2021 was $3.4 million and $3.7 million, respectively. Revenue recognized during the nine months ended September 30, 2022 and 2021 that was in contract liabilities at the beginning of the respective periods was $41.2 million and $52.6 million, respectively.

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(5) INVENTORIES

Inventories consist of the following (in thousands):


	September 30, 2022		December 31, 2021
Raw material	$	132,084	$	135,558
Work-in-process	21,642		5,858
Finished goods	56,955		39,256
Gross inventory	210,681		180,672
Less reserves	(6,681)		(4,465)
Total inventories, net	$	204,000	$	176,207

(6) 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 preliminary purchase consideration for the acquisition of QAP was $52.6 million, which includes a preliminary working capital adjustment and certain other adjustments provided for in the membership interest purchase agreement.

The purchase price for the acquisition was preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition. The Company has commenced the process to confirm 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, we continue 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 $3.5 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 2023.

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):


Cash	$	1,018
Working capital	24,279
Property, plant and equipment	3,462
Acquired intangible assets	20,000
Other assets	404

Goodwill	3,476
Fair value of purchase consideration	$	52,639

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

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	Fair Value		Weighted-Average Amortization Period
Trademarks	$	5,000	Indefinite


Customer relationships	15,000		15 years
Total	$	20,000

In determining the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, the Company uses all available information to make fair value determinations using Level 3 unobservable inputs in which little or no market data exists, and therefore, engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets.

The acquisition of QAP was financed primarily through borrowings under the Company's revolving credit facility.

The Company incurred costs related to the acquisition of QAP that have been recognized in the consolidated statements of income. Within cost of sales, the Company recognizes the amortization of the purchase price allocated to the step up of inventory to fair value. Legal and consulting fees incurred as a result of the acquisition were recognized as a component of selling, general, and administrative expenses.

The acquisition-related costs consisted of the following for the three and nine months ended September 30 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of sales	$	476	$	—	$	476	$	—
Selling, general and administrative costs	522		53		529		946
Total acquisition related costs	$	998	$	53	$	1,005	$	946

(7) GOODWILL AND RELATED INTANGIBLE ASSETS

Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2022 are 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	—		3,476		—		—		3,476
Adjustments to prior year acquisitions	904		—		—		—		904
Foreign currency translation	(2,545)		—		(1,911)		—		(4,456)
Balance at September 30, 2022	$	187,039	$	208,928	$	83,221	$	31,678	$	510,866

The Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing. The Company determined that no triggering event had occurred as of September 30, 2022 which would require an interim impairment test to be performed.

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Acquired Intangible Assets

Acquired intangible assets consist of the following (in thousands):


	September 30, 2022				December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived intangible assets:
Trademarks	$	57,700	$	—	$	52,700	$	—
Finite-lived intangible assets:
Trademarks	5,432		4,337		5,521		4,011
Unpatented technology	34,117		21,456		38,474		20,656
Customer relationships	117,429		43,914		108,591		39,832
Non-compete agreements	2,368		1,965		2,686		1,969
Backlog	6,852		6,852		7,200		7,200
	166,198		78,524		162,472		73,668
Total acquired intangible assets	$	223,898	$	78,524	$	215,172	$	73,668

The following table summarizes the acquired intangible asset amortization expense for the three and nine months ended September 30 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Amortization expense	$	2,801	$	4,646	$	8,718	$	14,125

Amortization expense related to acquired intangible assets for the remainder of fiscal 2022 and the next five years thereafter is estimated as follows (in thousands):


	2022		2023		2024		2025		2026		2027
Amortization expense	$	2,905	$	11,140	$	10,960	$	10,820	$	9,397	$	7,747

(8) LONG-TERM DEBT

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


	September 30, 2022		December 31, 2021
Revolving credit facility	$	122,300	$	24,500

Less unamortized debt issuance costs	(460)		(719)
Total debt	$	121,840	$	23,781

Senior Credit Agreement

On January 24, 2019, the Company entered into a Sixth Amended and Restated Credit Agreement ("Senior Credit Agreement"), which amended and restated the Company’s Fifth Amended and Restated Credit Agreement dated December 9, 2015, and provides for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million. The Company can request additional financing from the lenders 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 Senior Credit Agreement. The Senior Credit Agreement contains three financial covenants. As of September 30, 2022, the Company was in compliance with all three covenants.

Table of Contents

Interest rates on the revolving credit facility are based on LIBOR plus an additional margin that ranges from 1.125% to 2.00%. In addition, the revolving credit facility is subject to an undrawn commitment fee ranging between 0.15% and 0.25% based on the Total Leverage Ratio (as defined in the Senior Credit Agreement) and the daily average undrawn balance. The Senior Credit Agreement terminates on January 23, 2024.

Borrowings under the Senior Credit Agreement are secured by the trade receivables, inventory, personal property, equipment, and general intangibles of the Company’s significant domestic subsidiaries. Capital distributions under the Senior Credit Agreement are capped at an annual aggregate limit of $75 million if the Company's leverage ratio is over 3.0 times.

Standby letters of credit of $4.5 million have been issued under the Senior Credit Agreement on behalf of the Company as of September 30, 2022. These letters of credit reduce the amount otherwise available under the revolving credit facility. The Company had $273.2 million and $369.3 million of availability under the revolving credit facility at September 30, 2022 and December 31, 2021, respectively.

(9) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)