XML 62 R14.htm IDEA: XBRL DOCUMENT v3.19.3
Acquisition
9 Months Ended
Sep. 28, 2019
Business Combinations [Abstract]  
Acquisition

NOTE 6.  ACQUISITION

WESTERN WINDOW SYSTEMS

On August 13, 2018 (the “closing date”), we completed the acquisition of Western Window Systems (“WWS”), which became a wholly-owned subsidiary of PGT Innovations, Inc. The fair value of consideration transferred in the acquisition was $354.6 million. The acquisition was financed with proceeds of $315.0 million from the issuance of the 2018 Senior Notes due 2026, and with $39.6 million in cash on hand. See Note 9 for a discussion of the 2018 Senior Notes due 2026.

The estimated fair value of assets acquired, and liabilities assumed as of the closing date, are as follows:

 

 

 

Initial

Allocation

 

 

Adjustments to

Allocation

 

 

Final

Allocation

 

Accounts and notes receivable

 

$

7,555

 

 

$

(217

)

 

$

7,338

 

Inventories

 

 

12,580

 

 

 

 

 

 

12,580

 

Contract assets, net

 

 

890

 

 

 

 

 

 

890

 

Prepaid expenses and other assets

 

 

1,190

 

 

 

 

 

 

1,190

 

Property and equipment

 

 

16,416

 

 

 

(447

)

 

 

15,969

 

Intangible assets

 

 

167,000

 

 

 

 

 

 

167,000

 

Goodwill

 

 

164,379

 

 

 

5,162

 

 

 

169,541

 

Accounts payable

 

 

(5,622

)

 

 

 

 

 

(5,622

)

Accrued and other liabilities

 

 

(9,175

)

 

 

53

 

 

 

(9,122

)

Deferred income taxes

 

 

 

 

 

(5,180

)

 

 

(5,180

)

Purchase price

 

$

355,213

 

 

$

(629

)

 

$

354,584

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consideration:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

355,213

 

 

$

(629

)

 

$

354,584

 

Total fair value of consideration

 

$

355,213

 

 

$

(629

)

 

$

354,584

 

 

The fair value of certain working capital related items, including accounts receivable, prepaid expenses, and accounts payable and accrued liabilities, approximated their book values at the date of the WWS Acquisition. 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.

The WWS Acquisition included its then-existing subsidiary, WWS Blocker LLC (Blocker). Blocker was a single-purpose U.S. tax blocker which held an 18.06% ownership percentage of the combined ownership of WWS, and for which that portion of the fair value of assets acquired and liabilities assumed in the WWS Acquisition was not eligible for a step-up in basis. As a result, we recorded a net deferred tax liability of $5.2 million in the WWS Acquisition, primarily relating to the fair value of the acquired identifiable indefinite-lived and amortizable intangible assets. Subsequent to the acquisition, Blocker was merged out of existence.

We incurred acquisition costs totaling $4.4 million relating to legal expenses, representations and warranties insurance, diligence, accounting and printing services in the WWS Acquisition, which includes $0.7 million in additional costs in the first quarter of 2019, classified as selling, general and administrative expenses in the accompanying condensed consolidated statement of operations for the nine months ended September 28, 2019. We began incurring these costs in the second quarter of 2018.

The remaining consideration, after identified intangible assets and the net assets and liabilities recorded at fair value, has been determined to be $169.5 million, of which we estimate $139.4 million is expected to be deductible for tax purposes. Goodwill represents the increased value of the combined entity through additional sales channel opportunities as well as penetration of a new geographic market with enhanced opportunities for cross-selling of our multiple brands in all markets.

The purchase agreement relating to the WWS Acquisition (PA) has a post-closing working capital calculation whereby we were required to prepare, and which we delivered to the sellers, a final statement of purchase price, including our calculation of actual net working capital as of the closing date. The calculation resulted in a net decrease in purchase price of $0.6 million.

 

Net sales and net income included in the consolidated condensed statements of comprehensive income for the three and nine months ended September 29, 2018, from WWS from the August 13, 2018 acquisition date was $18.7 million and $2.3 million, respectively.


Valuation of identified intangible assets

The valuation of the identifiable intangible assets acquired in the WWS acquisition and our estimate of their respective useful lives are as follows:

 

 

Valuation

 

 

Useful Life

 

 

Amount

 

 

(in years)

(in thousands)

 

 

 

 

 

 

Trade name

 

$

73,000

 

 

indefinite

Customer relationships

 

 

94,000

 

 

10

 

 

 

 

 

 

 

Other intangible assets, net

 

$

167,000