Acquisitions | NOTE 6. ACQUISITIONS 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 of 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 $17.7 million and $5.2 million, respectively, which included offsetting operating lease right of use assets and operating lease liabilities totaling $2.7 million. The estimated fair value of assets acquired also included current assets totaling $4.1 million, primarily accounts receivable, identifiable intangible assets totaling $6.4 million, goodwill of $4.3 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 three and six months ended July 3, 2021 totaled $3.1 Valuation of Identified Intangible Assets in the CRi Acquisition The valuation of the identifiable intangible assets acquired in the CRi Acquisition and our estimate of the respective useful life is as follows: Initial Preliminary Useful Life Valuation (in years) (in thousands) Trade name $ 800 indefinite Customer relationships 5,600 10 Intangible assets, net $ 6,400 ECO WINDOW SYSTEMS On February 1, 2021, we completed the acquisition of a 75% $100.5 $94.4 $5.6 $6.1 $60.0 105.5% $3.3 $31.1 The common stock portion of the purchase price was represented by the issuance of 357,797 $21.34 $7.6 25% three-year 20% $28.5 $128.9 25% 5% 10% The estimated fair value of assets acquired, and liabilities assumed as of the closing date of the Eco Acquisition, are as follows: Initial Allocation Adjustments to Allocation Preliminary Allocation Accounts receivable $ 5,031 $ (330 ) $ 4,701 Inventories 7,728 (865 ) 6,863 Contract assets, net 4,312 1,492 5,804 Prepaid expenses and other assets 1,706 (582 ) 1,124 Property and equipment 24,009 (191 ) 23,818 Operating lease right-of-use asset 27,864 — 27,864 Intangible assets 72,700 (1,000 ) 71,700 Goodwill 30,051 (3,838 ) 26,213 Total assets acquired 173,401 (5,314 ) 168,087 Accounts payable (6,809 ) — (6,809 ) Accrued and other liabilities, including customer deposits (4,215 ) (271 ) (4,486 ) Operating lease liability (27,864 ) — (27,864 ) Total liabilities assumed (38,888 ) (271 ) (39,159 ) 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 which includes $1.0 million in the fourth quarter of 2020, and $0.7 million in first half of 2021, The remaining consideration, after identified intangible assets and the net assets and liabilities recorded at fair value, has currently been estimated to be $26.2 75% As of July 3, 2021, the purchase price allocation is still preliminary, including the estimated discount relating to the fair value of PGTI common stock transferred, and the discounts for seller’s lack of control and marketability of seller’s minority share, and its finalization may result in changes to the preliminary estimate of goodwill. 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 in the Eco Acquisition 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 name $ 36,000 $ (1,000 ) $ 35,000 indefinite Customer relationships 36,700 — 36,700 5 - 15 Intangible assets, net $ 72,700 $ (1,000 ) $ 71,700 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. Three Months Ended Six Months Ended July 4, July 3, July 4, 2020 2021 2020 (unaudited) Net sales $ 215,476 $ 564,544 $ 446,829 Net income attributable to common shareholders $ 302 $ 15,561 $ 15,599 Net income per common share attributable to common shareholders: Basic $ 0.01 $ 0.26 $ 0.27 Diluted $ 0.01 $ 0.26 $ 0.26 Net sales of Eco included in the condensed consolidated statement of operations for the three and six months ended July 3, 2021, was $24.1 million and $39.5 million, respectively, after eliminations of intercompany sales. The net income of Eco in the condensed consolidated statement of operations for the three and six months ended July 3, 2021, was $2.3 million and $3.9 million, respectively, including the portions attributable to the redeemable non-controlling interest of $0.6 million and $1.0 million, respectively. NEWSOUTH WINDOW SOLUTIONS On February 1, 2020 The fair value of assets acquired, and liabilities assumed as of the closing date, were as follows: Final Allocation Accounts receivable $ 8,434 Inventories 2,936 Contract assets, net 4,413 Prepaid expenses and other assets 1,756 Property and equipment 7,433 Operating lease right-of-use asset 10,578 Intangible assets 27,370 Goodwill 52,094 Accounts payable (6,621 ) Accrued and other liabilities (7,447 ) Operating lease liability (10,578 ) Purchase price $ 90,368 Consideration: Cash $ 90,368 Total fair value of consideration $ 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 which includes $0.9 million in 2020, and $1.5 million in 2019. Of the expenses in 2020, $0.5 million were incurred in the first quarter of 2020, with the remainder in the second quarter of 2020, and The remaining consideration, after identified intangible assets and the net assets and liabilities recorded at fair value, has been determined to be $52.1 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 Final Useful Life Valuation (in years) (in thousands) Trade name $ 22,200 15 Non-compete agreements 1,670 5 Developed technology 2,600 6 Customer-related intangible 900 <1 Intangible assets, net $ 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. Six Months Ended July 4, 2020 (unaudited) Net sales 430,739 Net income 18,029 Net income per common share: Basic $ 0.31 Diluted $ 0.30 |