ACQUISITIONS (Notes) |
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| Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mergers, Acquisitions and Dispositions Disclosures [Text Block] | ACQUISITIONS Canyon Stone On May 29, 2015, Ply Gem completed an acquisition for cash consideration of approximately $21.0 million to acquire substantially all of the assets of Canyon Stone Inc. ("Canyon Stone"), a manufacturer and distributor of stone veneer and accessories in the United States. Canyon Stone has manufacturing facilities in Olathe, Kansas and Youngsville, North Carolina. The purchase agreement also included contingent consideration in the form of potential earn-out payments of up to $1.0 million based on Canyon Stone's earnings for fiscal years 2015 through 2017. This acquisition expanded the Company's stone veneer manufacturing footprint across the United States as it complements the existing Ply Gem Stone manufacturing facility in Middleburg, Pennsylvania. The Company accounted for the transaction as an acquisition in accordance with the provisions of Accounting Standards Codification 805, Business Combinations, which results in a new valuation for the assets and liabilities of Canyon Stone based upon fair values as of the acquisition date. The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair values, as follows:
The $7.6 million of goodwill was allocated to the Siding, Fencing and Stone segment and the goodwill is expected to be deductible for tax purposes. The Company has recognized a liability of approximately $0.8 million as of December 31, 2016 and December 31, 2015 for the estimated fair value of the earn-out. This amount is included within other long-term liabilities in the consolidated balance sheets. During the year ended December 31, 2015, the Company incurred a $0.1 million expense within selling, general and administrative expenses in the consolidated statement of operations for the change in the earn-out. Any future change in the fair value of the contingent consideration subsequent to the acquisition date will be recognized in earnings in the period of change. For the year ended December 31, 2015, Canyon Stone contributed net sales of approximately $17.6 million, and net income of $0.8 million, which has been included within the Company’s consolidated statement of operations within the Siding, Fencing, and Stone segment. If the Canyon Stone acquisition had occurred at the beginning of 2015, the Company’s consolidated net sales and net income (loss) would have been:
During the year ended December 31, 2015, the Company incurred $0.3 million of acquisition-related costs for Canyon Stone. These expenses are included in selling, general, and administrative expenses in the Company’s consolidated statements of operations and comprehensive income (loss) within the Siding, Fencing and Stone segment. Simonton On September 19, 2014, Ply Gem completed an acquisition for cash consideration of approximately $130.0 million to acquire the capital stock of Fortune Brands Windows, Inc. and its direct and indirect wholly owned subsidiaries Simonton Building Products LLC, Simonton Industries, Inc., Simonton Windows, Inc. and SimEx, Inc. Fortune Brand Windows’ name has subsequently been changed to Simonton Windows & Doors, Inc. (“Simonton”). Simonton is a premier repair and remodeling window company with leading brand recognition within this market providing the Company with long-term value. Simonton manufactures top quality vinyl windows and doors and provides industry-leading customization options, delivery times, and customer service. Simonton has manufacturing plant locations in California, Illinois, and West Virginia with administrative offices in Ohio. The Simonton acquisition balances the Company's end window market mix by moving our market exposure to approximately 68% and 32% for the new construction and repair and remodeling markets, respectively, as compared to the approximate 80% and 20% legacy split for the Company’s window business. By incorporating the Company’s siding net sales, the Company’s market exposure is expected to be approximately 54% and 46% for the new construction and repair and remodeling markets, respectively. Simonton strategically fits into the Company’s existing footprint and broadens its service offering to existing and new customers within the building product industry. The Company accounted for the transaction as an acquisition in accordance with the provisions of Accounting Standards Codification 805, Business Combinations, which results in a new valuation for the assets and liabilities of Simonton based upon fair values as of the acquisition date. The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair value, as follows:
The $58.7 million of goodwill was allocated to the Windows and Doors segment and none of the goodwill is deductible for tax purposes. As of the acquisition date and as of December 31, 2016 and 2015, Simonton was in a net deferred tax liability position, which was evaluated with the Company’s existing net deferred tax asset position as of December 31, 2016 and 2015 considering the Company’s valuation allowance position. This resulted in a reversal of approximately $2.8 million and $7.5 million in the Company's valuation allowance during the years ended December 31, 2015 and 2014, respectively. The reversal was recorded in the Company's consolidated statement of operations within the benefit for income taxes. For the year ended December 31, 2014, Simonton contributed net sales of approximately $91.1 million and a net loss of $1.5 million, which has been included within the Company’s consolidated statement of operations. If the Simonton acquisition would have occurred at the beginning of 2013, the Company’s consolidated net sales and net loss would have been:
During the years ended December 31, 2015 and 2014, the Company incurred $0.1 million and $0.9 million of acquisition-related costs, respectively, for Simonton. These expenses are included in selling, general, and administrative expenses in the Company’s consolidated statement of operations within the Windows and Doors segment. |
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