ACQUISITIONS (Tables)

6 Months Ended

Jun. 29, 2019

Schedule of Estimated Fair Value of Assets and Liabilities Assumed from Acquisition

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 (in thousands):



Assets acquired:
Restricted cash	$	3,379
Accounts receivable	17,134
Inventories	13,362
Prepaid expenses and other current assets	3,347
Property, plant and equipment	14,295
Lease right of use assets	11,372
Intangible assets (trade names/customer relationships)	91,170
Goodwill	59,863
Other assets	157
Total assets acquired	214,079
Liabilities assumed:
Accounts payable	5,910
Other accrued expenses	10,791
Lease liabilities	11,365
Other long-term liabilities	3,450
Total liabilities assumed	31,516
Net assets acquired	$	182,563

The Company determined the fair values of the tangible and intangible assets acquired and the liabilities assumed in the Merger, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair values, as follows (in thousands):



Assets acquired:
Cash	$	102,121
Accounts receivable	345,472
Inventories	301,513
Prepaid expenses and other current assets	51,841
Property, plant and equipment	364,603
Intangible assets (trade names/customer relationships)	1,720,000
Goodwill	1,402,737
Other assets	3,262
Total assets acquired	4,291,549
Liabilities assumed:
Accounts payable	139,955
Tax receivable agreement liability	47,355
Other accrued expenses (inclusive of $27.5 million for current warranty liabilities)	245,611
Debt (inclusive of current portion)	2,674,767
Other long-term liabilities ($78.6 million for accrued long-term warranty)	78,552
Deferred income taxes	346,530
Other long-term liabilities	29,834
Total liabilities assumed	3,562,604
Net assets acquired	$	728,945

Business Acquisition, Pro Forma Information

The following table provides unaudited supplemental pro forma results for Cornerstone, prepared in accordance with ASC 805, for the three and six months ended June 29, 2019 and April 29, 2018 as if the Environmental Stoneworks and Ply Gem (disclosed below) acquisitions had occurred on October 30, 2017 (beginning of the six months ended April 29, 2018) (in thousands except for per share data):



	Three Months Ended					Six Months Ended
	June 29, 2019		April 29, 2018			June 29, 2019			April 29, 2018
Net sales	$	1,295,457	$	1,112,867		$	2,376,385		$	2,286,242
Net income (loss) applicable to common shares	22,682		(58,308		)	(18,200		)	(162,686		)
Net income (loss) per common share:
Basic	$	0.18	$	(0.46	)	$	(0.15	)	$	(1.30	)
Diluted	$	0.18	$	(0.46	)	$	(0.15	)	$	(1.30	)