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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

7. Goodwill and Intangible Assets

Goodwill and intangible assets are as follows as of:

 

 

 

 

 

 

 

 

 

Initial

 

 

December 31,

 

 

January 1,

 

 

Useful Life

 

 

2022

 

 

2022

 

 

(in years)

 

 

(in thousands)

 

 

 

Goodwill

 

$

460,415

 

 

$

364,598

 

 

indefinite

 

 

 

 

 

 

 

 

 

Other intangible assets:

 

 

 

 

 

 

 

 

Trade names (indefinite-lived)

 

$

225,018

 

 

$

212,141

 

 

indefinite

 

 

 

 

 

 

 

 

 

Customer relationships and customer-related assets

 

 

340,047

 

 

 

289,047

 

 

<1-15

Trade name (amortizable)

 

 

22,200

 

 

 

22,200

 

 

15

Developed technology

 

 

20,500

 

 

 

5,900

 

 

3-14

Non-compete agreement

 

 

3,538

 

 

 

3,338

 

 

2-5

Software license

 

 

590

 

 

 

590

 

 

2

Less: Accumulated amortization

 

 

(164,841

)

 

 

(138,691

)

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

222,034

 

 

 

182,384

 

 

 

 

 

 

 

 

 

 

 

 

Other intangible assets, net

 

$

447,052

 

 

$

394,525

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill at January 1, 2022

 

$

364,598

 

 

 

 

 

 

Increase relating to Martin Acquisition

 

 

90,300

 

 

 

 

 

 

Increase in Anlin Acquisition contingent consideration

 

 

789

 

 

 

 

 

 

Decrease in Anlin Acquisition trade name

 

 

3,700

 

 

 

 

 

 

Decrease in Anlin Acquisition customer relationships

 

 

4,300

 

 

 

 

 

 

Increase in Anlin Acquisition customer-related backlog asset

 

 

(2,200

)

 

 

 

 

 

Final net working capital payment in Anlin Acquisition

 

 

786

 

 

 

 

 

 

Estimated contingent consideration in Eco Acquisition

 

 

1,500

 

 

 

 

 

 

Decrease in estimated warranty reserve in Anlin Acquisition

 

 

(2,537

)

 

 

 

 

 

Net other measurement period changes in Anlin Acquisition

 

 

(821

)

 

 

 

 

 

Goodwill at December 31, 2022

 

$

460,415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names (indefinite-lived) at January 1, 2022

 

$

212,141

 

 

 

 

 

 

Decrease due to impairment of WinDoor trade name

 

 

(7,423

)

 

 

 

 

 

Increase in trade names from Martin Acquisition

 

 

24,000

 

 

 

 

 

 

Decrease in Anlin Acquisition trade name

 

 

(3,700

)

 

 

 

 

 

Trade names (indefinite-lived) at December 31, 2022

 

$

225,018

 

 

 

 

 

 

 

Amortizable Intangible Assets

We test amortizable intangible assets for impairment when indicators of impairment exist. No impairment was recorded for any period presented.

Estimated amortization of our amortizable intangible assets is as follows for future fiscal years:

 

(in thousands)

 

Total

 

2023

 

$

26,307

 

2024

 

 

25,971

 

2025

 

 

25,640

 

2026

 

 

21,241

 

2027

 

 

20,987

 

Thereafter

 

 

101,888

 

 

 

 

 

Total

 

$

222,034

 

 

 

Amortization Expense

 

Amortization expense relating to amortizable intangible assets for the years ended December 31, 2022, January 1, 2022, and January 2, 2021, respectively, was $26.2 million, $21.1 million, and $18.8 million, respectively, classified within selling, general and administrative expenses in the accompanying consolidated statements of operations for the years ended December 31, 2022, January 1, 2022 and January 2, 2021.

 

Goodwill

 

We perform our annual goodwill impairment testing on the first day of our fiscal fourth quarter of each year, and at interim periods if needed based on occurrence of triggering events. The Company performed a qualitative assessment for each reporting unit. The qualitative assessments indicated that it was more likely than not that the fair value of each reporting unit exceeded its respective carrying value. As of December 31, 2022, and January 1, 2022, the carrying value of our Southeast reporting unit goodwill is $228.3 million and $226.8 million, respectively. As of December 31, 2022, and January 1, 2022, the carrying value of our Western reporting unit goodwill is $232.1 million and $137.8 million, respectively.

 

Indefinite-Lived Intangible Assets

We perform our annual indefinite-lived intangible asset impairment testing on the first day of our fiscal fourth quarter of each year, and at interim periods if needed based on occurrence of triggering events. Given the narrow excess of fair value over carrying value of our WinDoor trade name in the first quarter of 2020, the last time we performed a quantitative assessment of our WinDoor trade name, and recent decrease in sales of our WinDoor brand, we determined such conditions represented triggering events and that we should complete a quantitative impairment test of our WinDoor trade name as of our annual impairment test date of the first day of our fourth quarter of 2022. Based on our revised modeling, which included our assumptions regarding future revenue, which we consider to be a Level 3 input, using the relief-from-royalty method, we concluded that the fair value of our WinDoor trade name was less than its carrying value, which resulted in an impairment of our WinDoor trade name of $7.4 million in our fourth quarter of 2022. As of December 31, 2022, and January 1, 2022, the carrying value of our WinDoor tradename was $11.0 million and $18.4 million, respectively.

For our other indefinite-lived trade names, we completed qualitative assessments of these assets on the first day of our fourth quarter of 2022. These qualitative assessments included an evaluation of relevant events and circumstances that existed at the date of our assessment. Those events and circumstances included conditions specific to our other indefinite-lived trade names, such as the industry in which we use these other indefinite-lived trade names, our competitive environment, the availability and costs of raw materials and labor, the financial performance of our Company, and factors related to the markets in which our Company operates. We also considered that, for our other indefinite-lived trade names, no new impairment indicators were identified since the dates of our prior assessments, which were qualitative assessments all other indefinite-lived intangibles other than goodwill. Based on these assessments, we concluded that it is more likely than not that the fair values of our other indefinite-lived trade names exceed their carrying values. As of December 31, 2022, and January 1, 2022, excluding the WinDoor trade name, the carrying values of other indefinite-lived trade names were $214.0 million and $193.7 million, respectively.