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Goodwill and Intangible Assets
12 Months Ended
Dec. 30, 2023
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 30,

 

 

December 31,

 

 

WA Useful Life

 

 

2023

 

 

2022

 

 

(in years)

 

 

(in thousands)

 

 

 

Goodwill

 

$

462,630

 

 

$

460,415

 

 

indefinite

 

 

 

 

 

 

 

 

 

Other intangible assets:

 

 

 

 

 

 

 

 

Trade names (indefinite-lived)

 

$

219,518

 

 

$

225,018

 

 

indefinite

 

 

 

 

 

 

 

 

 

Customer relationships and customer-related assets

 

 

340,047

 

 

 

340,047

 

 

<1-15

Trade name (amortizable)

 

 

22,200

 

 

 

22,200

 

 

15

Developed technology

 

 

20,500

 

 

 

20,500

 

 

3-14

Non-compete agreements

 

 

3,538

 

 

 

3,538

 

 

2-5

Software license

 

 

590

 

 

 

590

 

 

2

 

 

 

 

 

 

 

 

 

Total amortizable intangibles

 

 

386,875

 

 

 

386,875

 

 

13

 

 

 

 

 

 

 

 

 

Less: Accumulated amortization

 

 

(191,148

)

 

 

(164,841

)

 

 

 

 

 

 

 

 

 

 

 

Total amortizable intangibles, net

 

 

195,727

 

 

 

222,034

 

 

 

 

 

 

 

 

 

 

 

 

Other intangible assets, net

 

$

415,245

 

 

$

447,052

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill at December 31, 2022

 

$

460,415

 

 

 

 

 

 

Increase from Martin Acquisition net working capital payment

 

 

744

 

 

 

 

 

 

Net other measurement period changes in Martin Acquisition

 

 

1,471

 

 

 

 

 

 

Goodwill at December 30, 2023

 

$

462,630

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

225,018

 

 

 

 

 

 

Decrease due to impairment of Martin trade name

 

 

(5,500

)

 

 

 

 

 

Trade names (indefinite-lived) at December 30, 2023

 

$

219,518

 

 

 

 

 

 

 

 

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

 

2024

 

$

25,971

 

2025

 

 

25,640

 

2026

 

 

21,241

 

2027

 

 

20,987

 

2028

 

 

16,771

 

Thereafter

 

 

85,117

 

 

 

 

 

Total

 

$

195,727

 

 

Amortization Expense

 

Amortization expense relating to amortizable intangible assets for the years ended December 30, 2023, December 31, 2022, and January 1, 2022, respectively, was $26.3 million, $26.2 million, and $21.1 million, respectively, classified within selling, general and administrative expenses in the accompanying consolidated statements of operations. Accumulated amortization at December 30, 2023, and December 31, 2022 was $191.1 million and $164.8 million, respectively, and is composed of the accumulated amortization of the components of amortizable intangible assets, as follows: Customer relationships and customer-related assets - $174.9 million and $153.6 million; Trade name (amortizable) - $5.8 million and $4.3 million; Developed technology - $6.9 million and $3.7 million; Non-compete agreement - $3.0 million and $2.6 million; and, Software license - $0.6 million and $0.6 million.

 

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 30, 2023, and December 31, 2022, the carrying value of our Southeast reporting unit goodwill was $228.3 million and $228.3 million, respectively. As of December 30, 2023, and December 31, 2022, the carrying value of our Western reporting unit goodwill is $234.3 million and $232.1 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.

In 2023, because of post-acquisition sales levels below those used in its initial valuation, we determined such conditions represented a triggering event and that we should complete a quantitative impairment test of our Martin trade name as of our annual impairment test date of the first day of our fourth quarter of 2023. 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 Martin trade name was less than its carrying value, which resulted in an impairment of our Martin trade name of $5.5 million in our fourth quarter of 2023. As of December 30, 2023, and December 31, 2022, the carrying value of our Martin trade name was $18.5 million and $24.0 million, respectively.

In 2022, 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 the then 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 30, 2023, and December 31, 2022, the carrying value of our WinDoor trade name was $11.0 million and $11.0 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 2023. 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 30, 2023, and December 31, 2022, excluding the Martin trade name, the carrying values of other indefinite-lived trade names were $201.0 million and $201.0 million, respectively.