Acquisitions

6 Months Ended

Jun. 27, 2020

In March 2019, we acquired VPI Quality Windows, Inc (“VPI”). VPI is a leading manufacturer of vinyl windows, specializing in customized solutions for mid-rise multi-family, industrial, hospitality and commercial projects, primarily in the western U.S. VPI is located in Spokane, Washington and is a part of our North America segment.

The fair values of the assets and liabilities acquired of this acquisition are summarized below:



(amounts in thousands)	Preliminary Allocation		Measurement Period Adjustment			Final Allocation
Fair value of identifiable assets and liabilities:
Accounts receivable	$	11,417	$	(420	)	$	10,997
Inventories	2,555		(141		)	2,414
Other current assets	261		40			301
Property and equipment	3,166		176			3,342
Identifiable intangible assets	17,702		5,735			23,437
Operating lease assets	3,739		—			3,739
Goodwill	26,553		(3,053		)	23,500
Other assets	10		—			10
Total assets	$	65,403	$	2,337		$	67,740
Accounts payable	2,629		—			2,629
Other current liabilities	1,875		522			2,397
Operating lease liability	3,413		—			3,413
Other liabilities	—		1,502			1,502
Total liabilities	$	7,917	$	2,024		$	9,941
Purchase price:
Cash consideration, net of cash acquired	$	57,486	$	313		$	57,799

The final goodwill of $23.5 million, calculated as the excess of the purchase price over the fair value of net assets, represents operational efficiencies and sales synergies, and the full amount is expected to be tax-deductible. The intangible assets include customer relationships and tradenames and will be amortized over an estimated weighted average amortization period of 8 years.

Acquisition-related costs are expensed as incurred and are included in SG&A expense in our accompanying unaudited consolidated statements of operations. We incurred acquisition-related costs of $0.2 million and $0.4 million during the three and six months ended June 29, 2019, respectively. Prior to our purchase of VPI, certain employees held employment agreements including retention bonuses with service requirements extending into the post-acquisition period. As agreed with the former owners, the retention bonuses were prepaid at the acquisition date and any repayments of the retention bonuses under the terms of the employment agreements will accrue to the benefit of the former owners. The cash used to pay the retention bonuses was excluded from our determination of purchase price. In 2019, we expensed the post-acquisition value of these retention bonuses as acquisition-related cost totaling $7.1 million, which are included in SG&A expense in our consolidated statements of operations for the three and six months ended June 29, 2019.

The purchase price allocation was considered complete as of March 28, 2020.

We evaluated this acquisition quantitatively and qualitatively and determined it to be insignificant. Therefore, certain pro forma disclosures under ASC 805-10-50 have been omitted.

The results of this acquisition are included in our unaudited consolidated financial statements from the date of acquisition.