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Goodwill and Intangible Assets
12 Months Ended
Jan. 02, 2021
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

8. Goodwill and Intangible Assets

Goodwill and intangible assets are as follows as of:

 

 

 

 

 

 

 

 

 

 

 

Initial

 

 

January 2,

 

 

December 28,

 

 

Useful Life

 

 

2021

 

 

2019

 

 

(in years)

 

 

(in thousands)

 

 

 

Goodwill

 

$

329,695

 

 

$

277,600

 

 

indefinite

 

 

 

 

 

 

 

 

 

 

 

Other intangible assets:

 

 

 

 

 

 

 

 

 

 

Trade names (indefinite-lived)

 

$

140,841

 

 

$

148,841

 

 

indefinite

 

 

 

 

 

 

 

 

 

 

 

Customer relationships and customer-related assets

 

 

201,547

 

 

 

200,647

 

 

<1-10

Trade name (amortizable)

 

 

22,200

 

 

 

-

 

 

15

Developed technology

 

 

5,600

 

 

 

3,000

 

 

6-10

Non-compete agreement

 

 

3,338

 

 

 

1,668

 

 

2-5

Software license

 

 

590

 

 

 

590

 

 

2

Less:  Accumulated amortization

 

 

(117,609

)

 

 

(98,784

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

 

115,666

 

 

 

107,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other intangible assets, net

 

$

256,507

 

 

$

255,962

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill at December 28, 2019

 

$

277,600

 

 

 

 

 

 

 

Increase due to acquisition of NewSouth

 

 

52,095

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill at January 2, 2021

 

$

329,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names (indefinite-lived) at December 28, 2019

 

$

148,841

 

 

 

 

 

 

 

Decrease due to impairment of WWS trade name

 

 

(8,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade names (indefinite-lived) at January 2, 2021

 

$

140,841

 

 

 

 

 

 

 

 

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

 

2021

 

$

17,641

 

2022

 

 

16,782

 

2023

 

 

14,621

 

2024

 

 

14,575

 

2025

 

 

14,287

 

Thereafter

 

 

37,760

 

 

 

 

 

 

Total

 

$

115,666

 

 

 

Amortization Expense

 

Amortization expense relating to amortizable intangible assets for the years ended January 2, 2021, December 28, 2019, and December 29, 2018, respectively, was $18.8 million, $15.9 million, and $10.2 million, respectively.

 

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

 

For our Southeast reporting unit, we completed a qualitative assessment of its goodwill on the first day of our fourth quarter of 2020. This qualitative assessment 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 Southeast reporting unit, such as the inputs that would be used to calculate its fair values, as well as events and circumstances related to the Southeast reporting unit, such as the industry in which we operate, our competitive environment, the availability and costs of its raw materials and labor, the financial performance of our Southeast reporting unit, and factors related to the markets in which our Southeast reporting unit operates. We also considered that, for our Southeast reporting unit, no new impairment indicators were identified since the date of our prior assessment, which was a qualitative assessment. Based on the most recent qualitative assessment, we concluded that it is not more likely than not that the Southeast reporting unit’s carrying value exceeds it fair value. As of January 2, 2021, and December 28, 2019, the carrying value of our Southeast reporting unit goodwill is $201.3 million and $149.2 million, respectively.

 

For our WWS reporting unit, having completed a quantitative assessment of its goodwill during the second quarter of 2020, wherein we concluded that it was more likely than not that the fair value of our Western reporting unit exceeded its carrying value, we completed a qualitative assessment of its goodwill on the first day of our fourth quarter of 2020. This qualitative assessment 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 Western reporting unit, such as the inputs that would be used to calculate its fair values, as well as events and circumstances related to the Western reporting unit, such as the industry in which we operate, our competitive environment, the availability and costs of its raw materials and labor, factors related to the markets in which our Western reporting unit operates, as well as a comparison of our Western reporting unit’s actual results of operations for 2020 to the projections used in the quantitative assessment completed in the second quarter of 2020. We also considered that, for our Western reporting unit, no new impairment indicators were identified since our quantitative assessment during the second quarter of 2020. Based on the most recent qualitative assessment, we concluded that it is not more likely than not that the Western reporting unit’s carrying value exceeds it fair value. As of January 2, 2021, and December 28, 2019, the carrying value of our Western reporting unit goodwill is $128.4 million and $128.4 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 general deterioration in economic and market conditions associated with the COVID-19 pandemic, and the narrow excess of fair value over carrying value of our WinDoor and WWS trade names as described in 2019, the Company determined such conditions represented triggering events and that we should complete interim quantitative impairment tests of its WinDoor and WWS trade names as of as of the end of the Company’s first quarter of 2020. These interim impairment tests did not indicate that impairments of those assets existed at that time. Following an increase in net sales of 14.0% in the first quarter of 2020, compared to the first quarter of last year, net sales at our WWS reporting unit decreased 19.3% in the second quarter of 2020, compared to the second quarter of last year. As a result of the decrease in net sales during our second quarter of 2020, compared to the second quarter of last year, as well as continued deterioration in macro-economic conditions in our core western markets relating to the COVID-19 pandemic, we determined to complete a second interim impairment test of our WWS trade name as of July 4, 2020. For this second interim impairment test, we further decreased our modeling assumptions for net sales of our WWS reporting unit for our 2020 fiscal year based on a reassessment of our key assumptions in our modeling, including an updated assessment of macro industry growth in our WWS reporting unit’s key markets. We also decreased our 2021 growth rate assumption as we expect the challenging macro-economic conditions in our core western markets to continue during 2021. Based on our revised modeling, we concluded that the fair value of our WWS trade name was less than its carrying value, which resulted in an impairment of our WWS trade name of $8.0 million in our second quarter of 2020. Sales for our WWS reporting unit for the 2020 fiscal year exceeded our modeling assumptions used during our second impairment test of our WWS trade name as of July 4, 2020. As such, we performed a qualitative assessment as of the first day of our 2020 fourth quarter and concluded that it was not necessary to perform a Step 1 impairment test for our WWS trade name indefinite-lived intangible assets as no new triggering events or conditions were identified. As of January 2, 2021, and December 28, 2019, the carrying value of our WWS trade name was $65.0 million and $73.0 million, respectively.

 

 

For our other indefinite-lived trade names, including our WinDoor trade name described above, we completed qualitative assessments of these assets on the first day of our fourth quarter of 2020. 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 inputs that would be used to calculate their fair values, as well as events and circumstances related to these 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 was a quantitative assessment for our WinDoor trade name, and qualitative assessments for the others. Based on these assessments, we concluded that it is more likely than not that the fair values of our other indefinite-lived trade names, including our WinDoor trade name, exceed their carrying values. As of January 2, 2021, and December 28, 2019, the carrying value of our WinDoor trade name was $18.4 million and $18.4 million, respectively. As of January 2, 2021, and December 28, 2019, excluding the WWS and WinDoor trade names, the carrying values of other indefinite-lived trade names was $57.4 million and $57.4 million, respectively.