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Acquisition
3 Months Ended
Apr. 04, 2020
Business Combinations [Abstract]  
Acquisition

NOTE 6.  ACQUISITION

NEWSOUTH WINDOW SOLUTIONS

On February 1, 2020 (the “closing date”), we completed the acquisition of NewSouth Window Solutions LLC and NewSouth Window Solutions of Orlando LLC (together, “NewSouth”, and the “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 of 2018 Senior Notes due 2026 (“Add-On Senior Notes”), including a premium of $3.2 million, and with $37.0 million in cash, as well as a post-closing adjustment owed to sellers of $0.2 million described below. See Note 9 for a discussion of the Add-On Senior Notes.

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

 

 

Preliminary

Allocation

 

Accounts receivable

 

$

10,294

 

Inventories

 

 

3,757

 

Contract assets, net

 

 

4,413

 

Prepaid expenses and other assets

 

 

1,756

 

Property and equipment

 

 

7,423

 

Operating lease right-of-use asset

 

 

10,578

 

Intangible assets

 

 

28,670

 

Goodwill

 

 

46,200

 

Accounts payable

 

 

(6,621

)

Accrued and other liabilities

 

 

(5,524

)

Operating lease liability

 

 

(10,578

)

Purchase price

 

$

90,368

 

 

 

 

 

 

Consideration:

 

 

 

 

Cash

 

$

90,145

 

Due to Sellers

 

 

223

 

Total fair value of consideration

 

$

90,368

 

 

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 NewSouth 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, with the assistance of a third-party valuations firm, the report of whom we are in the process of finalizing.

We incurred acquisition costs totaling $2.0 million relating to legal expenses, representations and warranties insurance, diligence, accounting and printing services in the NewSouth Acquisition, which includes $0.5 million in the first quarter of 2020, classified as selling, general and administrative expenses in the accompanying condensed consolidated statement of operations for the three months ended April 4, 2020. We began incurring these costs in the fourth quarter of 2019.

The remaining consideration, after identified intangible assets and the net assets and liabilities recorded at fair value, has been determined to be $46.2 million, all of which we expected 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, NewSouth’s market intelligence, which we expect to utilize.

The purchase agreement relating to the NewSouth Acquisition (“PA”) requires certain post-closing adjustments, under which we determined that we owe sellers an additional $0.2 million. The calculation resulted in a net decrease in purchase price of $0.2 million.

 

Net sales included in the condensed consolidated statement of operations for the three months ended April 4, 2020, from NewSouth from the February 1, 2020 acquisition date was $15.9 million, and NewSouth’s net income was de minimis. On a proforma basis, assuming we had acquired NewSouth on the first day of the three-month periods ended April 4, 2020, and March 30, 2019, our consolidated net sales would have been $228.4 million and $192.6 million, respectively. There would have been immaterial impacts to our consolidated net income and our net income per share, both basic and diluted, on a proforma basis in both periods.


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:

 

 

Valuation

 

 

Useful Life

 

 

Amount

 

 

(in years)

(in thousands)

 

 

 

 

 

 

Trade name

 

$

23,500

 

 

15

Non-compete agreements

 

 

1,670

 

 

5

Developed technology

 

 

2,600

 

 

6

Customer-related intangible

 

 

900

 

 

<1

 

 

 

 

 

 

 

Other intangible assets, net

 

$

28,670