Acquisitions | 5. Acquisitions Anlin Windows & Doors On October 25, 2021 , we completed the acquisition of Anlin Windows & Doors. The acquisition was done by Western Window Holding LLC, a Delaware limited liability company, indirectly wholly-owned by PGT Innovations, Inc., which acquired substantially all of the assets, properties and rights owned, used or held for use in the business, as operated by Anlin Industries, a California corporation, of manufacturing vinyl windows and doors for the replacement market and the new construction market, and all activities conducted in connection therewith (the "Anlin Acquisition"), pursuant to that certain Asset Purchase Agreement dated as of September 1, 2021 (the “Anlin Purchase Agreement”), by and among the Company, and Anlin Industries. The fair value of consideration transferred in the Anlin Acquisition was $ 120.1 million, composed of $ 114.2 million in cash, including $ 113.5 million for purchase price and $ 0.7 million in estimated working capital adjustment, and estimated fair value of contingent consideration of $ 5.9 million, discussed in greater detail below. The cash portion of the Anlin Acquisition of $ 114.2 million was financed with borrowings under the fourth amendment of our 2016 Credit Agreement due 2024 of $ 60.0 million, which resulted in net proceeds after fees of $ 59.4 million, with the remaining $ 54.8 million from cash on hand. Cash on hand for the Anlin Acquisition was ultimately provided by the issuance of senior notes due 2029 of $ 575.0 million of 4.375 % and related transactions, further explained in Note 10, Long-Term Debt. Purchase Price Allocation The estimated fair value of assets acquired, and liabilities assumed as of the closing date, are as follows: Preliminary Accounts receivable $ 10,803 Inventories 7,633 Contract assets, net 7,027 Prepaid expenses and other assets 1,626 Property and equipment 22,800 Operating lease right-of-use asset 3,450 Intangible assets 77,800 Goodwill 5,596 Total assets acquired 136,735 Accounts payable ( 5,175 ) Accrued and other liabilities ( 7,993 ) Operating lease liability ( 3,450 ) Total liabilities assumed ( 16,618 ) Fair value of consideration transferred $ 120,117 Consideration: Cash $ 114,196 Contingent consideration 5,921 Fair value of consideration transferred $ 120,117 The fair value of certain working capital related items, including Anlin’s accounts receivable, prepaid expenses and other assets, and accounts payable and accrued liabilities, approximated their book values at the date of the Anlin Acquisition. The fair value of inventory was estimated by major category, at net realizable value, which we believe approximates the price a market participant could achieve in a current sale. The substantial majority of inventories at the acquisition date was composed of raw materials. The fair value of property and equipment and remaining useful lives were estimated by management, with the assistance of a third-party valuation firm, using the cost approach. Valuations of the intangible assets were done using income and royalty relief approaches based on projections provided by management, which we consider to be Level 3 inputs, with the assistance of a third-party valuations firm. We incurred acquisition costs totaling $ 1.8 million relating to legal expenses, representations and warranties insurance, diligence, accounting and printing services in the Anlin Acquisition, classified as selling, general and administrative expenses in the accompanying consolidated statements of operations for the year ended January 1, 2022. The Anlin Purchase Agreement provides for the potential for an earn-out contingency payment to sellers should Anlin achieve a certain level of earnings before interest, taxes, depreciation and amortization, ("Anlin EBITDA"), as defined in the Anlin Purchase Agreement, for its fiscal years of 2021 and 2022, of up to $ 3.2 million to be paid out by March 31, 2022, and of up to $ 9.5 million to be paid out by March 31, 2023, respectively. We have recorded an earn-out contingency liability of $ 5.9 million, representing its estimated fair value based on probability adjusted levels of estimated Anlin EBITDA. Estimated Anlin EBITDA is a significant input that is not observable in the market, which ASC 820 considers to be a Level 3 input. This estimated fair value of contingent consideration is preliminary, and may be adjusted as we continue to review the calculation's inputs and assumptions. For tax purposes, contingent consideration does not become part of tax goodwill until paid. As such, the amount of goodwill deductible for tax purposes will not be finalized until the outcome of this earn-out contingency is known. As of January 1, 2022, as the estimated fair value of the earn-out contingency exceeds the amount of book goodwill, there is currently no goodwill deductible for tax purposes, and the amount by which the estimated fair value of the earn-out contingency exceeds book goodwill has gone to reduce the tax bases of the other intangible assets recorded in the Anlin Acquisition. We believe goodwill relates to the expansion of our footprint in a key, strategic market we have identified as a geographic area of growth for our Company. Regarding the allocation of the fair value of consideration transferred in the Anlin Acquisition, specific items being finalized are our calculations of contingencies assumed in the Anlin acquisition, including the earn-out contingency and reserves for warranty obligations. Our estimated fair values of intangibles assets acquired and property and equipment may change as we continue our review changes made to the calculations performed by our third-party valuation firm. However, as noted above, the purchase allocation is preliminary and other items are subject to change. The Anlin Purchase Agreement has a post-closing working capital calculation whereby we are required to prepare, and deliver to sellers, a final statement of purchase price. Valuation of Identified Intangible Assets The valuation of the identifiable intangible assets acquired in the Anlin Acquisition and our estimate of their respective useful lives are as follows: Initial Preliminary Useful Life Valuation (in years) (in thousands) Trade name $ 35,400 indefinite Customer relationships 42,100 15 Developed technology 300 9 Intangible assets, net $ 77,800 Pro Forma Financial Information The following unaudited pro forma financial information assumes the acquisition had occurred at the beginning of the earliest period presented that does not include Anlin's actual results for the entire period. Pro forma results have been prepared by adjusting our historical results to include the results of Anlin adjusted for the following: amortization expense related to the intangible assets arising from the acquisition and interest expense to reflect the refinancing of the 2018 Senior Notes due 2026 and the third amendment of the 2016 Credit Agreement due 2024 into the 2021 Senior Notes due 2029 and the fourth amendment of the 2016 Credit Agreement due 2024 . The unaudited pro forma results below do not necessarily reflect the results of operations that would have resulted had the acquisition been completed at the beginning of the earliest periods presented, nor does it indicate the results of operations in future periods. The unaudited pro forma results do not include the impact of synergies, nor any potential impacts on current or future market conditions which could alter the following unaudited pro forma results. Years Ended January 1, January 2, Pro Forma Results (unaudited) 2022 2021 (in thousands, except per share amounts) (unaudited) Net sales $ 1,251,314 $ 967,825 Net income attributable to common shareholders $ 35,273 $ 50,838 Net income per common share attributable to common shareholders: Basic $ 0.59 $ 0.86 Diluted $ 0.59 $ 0.86 Sales from Anlin included in the year ended January 1, 2022, since its October 25, 2021 acquisition date, totaled $ 21.4 million, and had net income, included in consolidated net income of $ 1.9 million in the year ended January 1, 2022. Such net income has not been reduced for any income taxes or interest expense as we do not allocate such amounts to the division level. CRi SoCal, Inc. On May 2, 2021, pursuant to an asset purchase agreement dated April 9, 2021, we acquired substantially all of the assets and assumed certain liabilities of CRi SoCal, Inc. (“CRi”), a California corporation doing business in California as Combined Resources (the “CRi Acquisition”). CRi is engaged in the sales, distribution and installation of window and door products, and related design services, to homebuilders in the residential new construction market from its leased facility in Rancho Santa Margarita, California. Until its acquisition by the Company, CRi was a customer of the Company’s western business unit. The fair value of consideration transferred in the acquisition of CRi totaled $ 12.5 million, and included $ 12.1 million in cash, funded from cash on hand, and $ 0.4 million in accounts receivable owed by CRi to the Company’s western business unit relating to sales prior to the acquisition, which are considered settled as a result of the acquisition. The purchase price is subject to change through a net working capital adjustment, currently being finalized. The preliminary estimated fair value of assets acquired and liabilities assumed totaled $ 17.6 million and $ 5.1 million, respectively, which included offsetting operating lease right of use assets and operating lease liabilities totaling $ 2.6 million. The estimated fair value of assets acquired also included current assets totaling $ 4.1 million, primarily accounts receivable, identifiable intangible assets totaling $ 7.0 million, goodwill of $ 3.7 million, all of which we believe is tax deductible, and a small amount of property and equipment. Liabilities assumed included the aforementioned operating lease liability, as well as a total of $ 2.5 million in trade accounts payable and customer deposits. Valuations of the intangible assets have been estimated using income and royalty relief approaches based on projections, which we consider to be Level 3 inputs, with the assistance of a third-party valuation firm. We believe goodwill in the acquisition relates to the expansion of our footprint in an existing market, in a way that we believe will enhance our long-term profitability in that market of our Western business. Sales from CRi included in the year ended January 1, 2022, since its May 2, 2021 acquisition date totaled $ 10.9 million. CRi’s effect on consolidated net income was immaterial in the year ended January 1, 2022. NewSouth Window Solutions On February 1, 2020 , we completed the acquisition of NewSouth Window Solutions LLC and NewSouth Window Solutions of Orlando LLC (together, “NewSouth”, and “NewSouth Acquisition”), which became wholly-owned subsidiaries of PGT Innovations, Inc. The fair value of consideration transferred in the acquisition was $ 90.4 million. The acquisition was financed with proceeds of $ 53.2 million from the add-on issuance of $ 50.0 million in 2018 Senior Notes due 2026 (“Add-On Senior Notes”), including a premium of $ 3.2 million, and with $ 37.2 million in cash, including a post-closing adjustment owed to sellers of $ 0.2 million, which was paid during the third quarter of 2020, described below. See Note 10 for a discussion of the First Additional Senior Notes. Purchase Price Allocation The estimated fair value of assets acquired, and liabilities assumed as of the closing date, are as follows: Initial Adjustments to Final Accounts receivable $ 10,294 $ ( 1,860 ) $ 8,434 Inventories 3,757 ( 821 ) 2,936 Contract assets, net 4,413 — 4,413 Prepaid expenses and other assets 1,756 — 1,756 Property and equipment 7,423 10 7,433 Operating lease right-of-use asset 10,578 — 10,578 Intangible assets 28,670 ( 1,300 ) 27,370 Goodwill 46,200 5,894 52,094 Accounts payable ( 6,621 ) — ( 6,621 ) Accrued and other liabilities ( 5,524 ) ( 1,923 ) ( 7,447 ) Operating lease liability ( 10,578 ) — ( 10,578 ) Purchase price $ 90,368 $ — $ 90,368 Consideration: Cash $ 90,145 $ 223 $ 90,368 Due to Sellers 223 ( 223 ) - Total fair value of consideration $ 90,368 $ — $ 90,368 The fair value of certain working capital related items, including NewSouth’s retail accounts receivable, prepaid expenses, and accounts payable and accrued liabilities, approximated their book values at the date of the NewSouth Acquisition. Subsequent to our initial allocation, we adjusted the fair value of certain acquired commercial receivable accounts based on a further post-acquisition assessment of their collectability. The fair value of inventory was estimated by major category, at net realizable value. The substantial majority of inventories at the acquisition date was composed of raw materials. The fair value of property and equipment and remaining useful lives were estimated by management, with the assistance of a third-party valuation firm, using the cost approach. Valuations of the intangible assets were done using income and royalty relief approaches based on projections provided by management, which we consider to be Level 3 inputs, with the assistance of a third-party valuations firm. We incurred acquisition costs totaling $ 2.4 million relating to legal expenses, representations and warranties insurance, diligence, accounting and printing services in the NewSouth Acquisition, which includes $ 0.9 million in 2020, and $ 1.5 million in 2019, classified as selling, general and administrative expenses in the accompanying consolidated statements of operations for the years ended January 2, 2021, and December 28, 2019, respectively. The remaining consideration, after identified intangible assets and the net assets and liabilities recorded at fair value, has been determined to be $ 52.1 million, all of which we expect to be deductible for tax purposes. Goodwill represents the increased value of the combined entity through new direct-to-consumer sales channel opportunities, as well as NewSouth’s extensive advertising throughout Florida, and NewSouth’s market intelligence, which we expect to utilize. During 2020, we made additional adjustments to accrued liabilities assumed in the acquisition totaling $ 1.9 million, relating to certain commercial contracts that existed at the acquisition date, which required additional warranty-related rework to complete and which we were not aware of until after the acquisition date, during 2020. Other adjustments to our initial allocation primarily relate to the commercial assets acquired and liabilities assumed in the NewSouth Acquisition. The adjustments included a $ 1.9 million decrease in acquired commercial accounts receivable, which we determined were uncollectible, a $ 1.3 million decrease in acquired intangible assets relating to the commercial trade name, which we have determined had no fair value at the acquisition date, and $ 0.8 million relating to certain commercial inventories, which we determined were obsolete at the acquisition date. The net increase in goodwill relating to these adjustments since the initial allocation was $ 5.9 million. The purchase agreement relating to the NewSouth Acquisition (“PA”) requires certain post-closing adjustments, under which we determined that we owed sellers an additional $ 0.2 million. The calculation resulted in a net increase in purchase price of $ 0.2 million. We paid this amount during the third quarter of 2020. Valuation of Identified Intangible Assets The valuation of the identifiable intangible assets acquired in the NewSouth Acquisition and our estimate of their respective useful lives are as follows: Initial Initial Adjustment to Final Useful Life Valuation Valuation Valuation (in years) (in thousands) Trade name $ 23,500 $ ( 1,300 ) $ 22,200 15 Non-compete agreements 1,670 — 1,670 5 Developed technology 2,600 — 2,600 6 Customer-related intangible 900 — 900 < 1 Other intangible assets, net $ 28,670 $ ( 1,300 ) $ 27,370 Pro Forma Financial Information The following unaudited pro forma financial information assumes the acquisition had occurred at the beginning of the earliest period presented that does not include NewSouth’s actual results for the entire period. Pro forma results have been prepared by adjusting our historical results to include the results of NewSouth adjusted for the following: amortization expense related to the intangible assets arising from the acquisition and interest expense to reflect the First Additional Senior Notes. The unaudited pro forma results below do not necessarily reflect the results of operations that would have resulted had the acquisition been completed at the beginning of the earliest periods presented, nor does it indicate the results of operations in future periods. The unaudited pro forma results do not include the impact of synergies, nor any potential impacts on current or future market conditions which could alter the following unaudited pro forma results. Years Ended January 2, December 28, Pro Forma Results (unaudited) 2021 2019 (in thousands, except per share amounts) (unaudited) Net sales $ 890,373 $ 831,610 Net income $ 45,338 $ 44,925 Net income per common share attributable to common shareholders: Basic $ 0.77 $ 0.77 Diluted $ 0.76 $ 0.76 Net sales of NewSouth, included in the consolidated statement of operations for the year ended January 1, 2022, was $ 146.8 million. The net income of NewSouth in the consolidated statements of operations for the year ended January 1, 2022, was $ 17.8 million. Net sales of NewSouth, included in the consolidated statement of operations for the year ended January 2, 2021, was $ 93.9 million. The net income of NewSouth in the consolidated statements of operations for the year ended January 2, 2021, was $ 2.0 million. Such net income amounts have not been reduced for any income taxes or interest expense as we do not allocate such amounts to the division level. Eco Window Systems On February 1, 2021 , we completed the acquisition of a 75 % ownership stake in Eco Enterprises and its related companies, Eco Windows Systems, LLC, Eco Glass Production, LLC, and Unity Windows, LLC (together “Eco”). Eco is a manufacturer and installer of aluminum, impact-resistant windows and doors, serving the South Florida region since 2009. Eco is headquartered in Medley, Florida, near Miami, Florida, and has three manufacturing locations in the region, including a glass processing facility. The fair value consideration for Eco was $ 100.5 million, including $ 94.4 million in cash, which was after adjustments in our favor totaling $ 5.6 million relating to working capital and customer deposits. These adjustments were agreed to and settled in the second quarter of 2021. The fair value of consideration also included PGT Innovations, Inc. common stock with a then estimated fair value of $ 6.1 million. The cash portion of the purchase price was financed by a second add-on issuance of $ 60.0 million aggregate principal amount of 6.75 % senior notes to the 2018 Senior Notes due 2026 on January 25, 2021 (the “Second Additional Senior Notes”), issued at 105.5 % of their principal amount, resulting in a premium to us of $ 3.3 million, together with cash on hand of $ 31.1 million. See Note 10 for a discussion of the Second Additional Senior Notes. The common stock portion of the purchase price was represented by the issuance of 357,797 shares of PGT Innovations, Inc. common stock on February 1, 2021, with a closing price value of $ 21.34 per share on that date, or approximately $ 7.6 million based on that price. However, the seller of Eco, who is also the holder of the 25 % redeemable non-controlling interest in Eco Enterprises, is restricted from selling these shares for a three-year period from the date of the acquisition. As such, we estimated that there was an approximately 20 % discount for the lack of marketability of the shares. The fair value of the redeemable non-controlling interest in the acquisition has been preliminarily estimated to be $ 28.5 million, resulting in total fair value of the Eco business in the acquisition, including the redeemable non-controlling interest, of $ 128.9 million. The fair value of the redeemable non-controlling interest has been calculated as 25 % of the initial estimated fair value of the entity at the acquisition date, less a discount for seller’s lack of control in the new entity, estimated to be 5 % , and a discount for the seller’s lack of marketability of the minority stake, estimated to be 10 % . See Note 23 for more information regarding the redeemable non-controlling interest. The estimated fair value of assets acquired, and liabilities assumed as of the closing date of the Eco Acquisition, are as follows: Initial Adjustments to Preliminary Accounts receivable $ 5,031 $ ( 241 ) $ 4,790 Inventories 7,728 ( 684 ) 7,044 Contract assets, net 4,312 ( 123 ) 4,189 Prepaid expenses and other assets 1,706 ( 759 ) 947 Property and equipment 24,009 ( 191 ) 23,818 Operating lease right-of-use asset 27,864 ( 1,049 ) 26,815 Intangible assets 72,700 1,600 74,300 Goodwill 30,051 ( 4,467 ) 25,584 Total assets acquired 173,401 ( 5,914 ) 167,487 Accounts payable ( 6,809 ) ( 116 ) ( 6,925 ) Accrued and other liabilities, including customer deposits ( 4,215 ) ( 604 ) ( 4,819 ) Operating lease liability ( 27,864 ) 1,049 ( 26,815 ) Total liabilities assumed ( 38,888 ) 329 ( 38,559 ) Net assets acquired 134,513 ( 5,585 ) 128,928 Redeemable non-controlling interest ( 34,084 ) 5,620 ( 28,464 ) Fair value of consideration transferred $ 100,429 $ 35 $ 100,464 Consideration: Cash $ 94,321 $ 35 $ 94,356 PGTI common stock 6,108 — 6,108 Fair value of consideration transferred $ 100,429 $ 35 $ 100,464 The fair value of certain working capital related items, including Eco’s accounts receivable, prepaid and other expenses, and accounts payable and accrued liabilities, approximated their book values at the date of the Eco Acquisition. Subsequent to our initial allocation, we adjusted the fair value of certain acquired commercial receivable accounts based on a further post-acquisition assessment of their collectability. The fair value of inventory was estimated by major category, at net realizable value, which we believe approximates the price a market participant could achieve in a current sale. Substantially all of inventories at the acquisition date was composed of raw materials. The fair value of property and equipment was estimated with the assistance of a third-party valuation firm, using the indirect cost approach, which we consider to be Level 3 in the fair value hierarchy. Valuations of the intangible assets have been estimated using income and royalty relief approaches based on projections, which we consider to be Level 3 inputs, with the assistance of a third-party valuation firm. We incurred acquisition costs totaling $ 1.7 million relating to legal expenses, representations and warranties insurance, diligence, accounting and printing services in the Eco Acquisition, which includes $ 1.0 million in the fourth quarter of 2020, and $ 0.7 million in 2021, classified as selling, general and administrative expenses in the accompanying condensed consolidated statement of operations for the years ended January 1, 2022 and January 2, 2021, respectively. The remaining consideration, after identified intangible assets and the net assets and liabilities recorded at fair value, has currently been estimated to be $ 25.6 million, classified as part of the Southeast reporting unit goodwill, which we expect the portion of goodwill relating to our 75 % investment to be deductible for tax purposes. In addition, we are currently evaluating the historical book and tax bases of assets and liabilities relating to the redeemable non-controlling interest, which may not be eligible for a step-up in basis, for any deferred tax assets and liabilities that may need to be recorded in the Eco Acquisition. We believe goodwill represents the strengthening of our supply chain for glass through faster glass production, as well as diversification and expansion of product offerings in the high-growth commercial market, and an expansion of our dealer network with minimal overlap with our existing deal network. Valuation of Identified Intangible Assets The valuation of the identifiable intangible assets acquired in the Eco Acquisition and our estimate of their respective useful lives are as follows: Initial Initial Adjustment to Preliminary Useful Life Valuation Valuation Valuation (in years) (in thousands) Trade names $ 36,000 $ ( 1,100 ) $ 34,900 indefinite Customer relationships 36,700 2,700 39,400 5 - 15 Intangible assets, net $ 72,700 $ 1,600 $ 74,300 Pro Forma Financial Information The following unaudited pro forma financial information assumes the Eco Acquisition had occurred at the beginning of the earliest period presented that does not include Eco’s actual results for the entire period. Pro forma results have been prepared by adjusting our historical results to include the results of Eco adjusted for the following: amortization expense related to the estimated intangible assets arising from the acquisition; interest expense to reflect the Second Additional Senior Notes; net income attributable to redeemable non-controlling interest; and, change in redemption value of redeemable non-controlling interest. The unaudited pro forma results below do not necessarily reflect the results of operations that would have resulted had the acquisition been completed at the beginning of the earliest periods presented, nor does it indicate the results of operations in future periods. The unaudited pro forma results do not include the impact of synergies, nor any potential impacts on current or future market conditions which could alter the following unaudited pro forma results. Years Ended January 1, January 2, Pro Forma Results (unaudited) 2022 2021 (in thousands, except per share amounts) (unaudited) Net sales $ 1,169,416 $ 945,930 Net income attributable to common shareholders $ 26,375 $ 39,220 Net income per common share attributable to common shareholders: Basic $ 0.44 $ 0.67 Diluted $ 0.44 $ 0.66 Net sales of Eco included in the consolidated statement of operations for the year ended January 1, 2022, from the date of its February 1, 2021 acquisition, was $ 85.6 million, after eliminations of intercompany sales. The net income of Eco in the consolidated statement of operations for the year ended January 1, 2022, from the date of its February 1, 2021 acquisition, was $ 9.3 million, including the portions attributable to the redeemable non-controlling interest of $ 2.3 million. |