Acquisitions

12 Months Ended

Jan. 01, 2022

Business Combination and Asset Acquisition [Abstract]

On October 14, 2021, the Corporation acquired Trinity Hearth & Home ("Trinity"), an installing fireplace distributor in the Dallas/Fort Worth area, for approximately $30 million. This transaction, which aligns with the Corporation's vertical integration strategy in the residential building products market and provides a hub to better serve customers in the rapidly growing Southwest region, was structured as an asset acquisition and was consummated entirely in cash.

On December 17, 2021, the Corporation acquired The Outdoor GreatRoom Company ("OGC"), a leading manufacturer and supplier of premium outdoor fire tables and fire pits, for approximately $15 million. This transaction, which positions the Corporation to grow and develop a leading position in the fast-growing outdoor living market, was structured as a stock acquisition and was consummated entirely in cash.

The preliminary assets and liabilities of Trinity and OGC are included in the Corporation's residential building products segment, and goodwill, which is expected to be tax deductible, is assigned to the residential building products reporting unit.

The provisional purchase price allocation for Trinity and OGC, and estimated amortization periods of identified intangible assets as of the date of acquisition is as follows (dollars in thousands):


	Trinity			OGC
	Fair Value		Amortization Period	Fair Value		Amortization Period
Cash	$	—		$	331
Inventories	2,079			4,460
Receivables	4,604			1,783
Prepaid expenses and other current assets	—			1,247
Property, plant, and equipment	281			520
Accounts payable and accrued expenses	(1,726)			(2,844)
Goodwill	13,742			1,860
Customer lists	12,000		13 Years	4,945		10 Years
Trade names	—			2,500		10 Years
Total net assets	$	30,980		$	14,802

The provisional purchase price accounting of both acquisitions remains open. The valuation analysis requires the use of complex management estimates and assumptions such as future cash flows discount rates, royalty rates, and long-term growth rates. At this time, intangible assets and goodwill are recorded based on preliminary assumptions, and the Corporation has not finalized the determination of fair values of intangible assets. The portions of the allocation that are provisional may be adjusted to reflect the finally determined amounts, and those adjustments may be material. The Corporation expects to finalize the purchase price allocation of both of these acquisitions later in 2022.

During the first quarter of 2021, the Corporation acquired the assets of a residential building products distributor in an all-cash deal. The aggregate purchase price was approximately $1.6 million, and includes $1.2 million of tax deductible goodwill. The purchase accounting is complete, and the remaining assets and liabilities acquired were not material.

On December 31, 2020, the Corporation acquired Design Public Group ("DPG"), a leading eCommerce distributor of high-design furniture and accessories for the office and home. This transaction, which was structured as an asset acquisition and consummated entirely in cash of approximately $50 million, aligns with the Corporation's long-term strategies related to digital and eCommerce initiatives. DPG's assets and liabilities are included in the Corporation's workplace furnishings segment, and goodwill, which is tax-deductible, is assigned to its own reporting unit.

The DPG purchase price allocation, which was completed in the third quarter of 2021, and amortization periods of identified intangible assets as of the date of acquisition is as follows (dollars in thousands):


	Fair Value		Weighted Average Amortization Period
Inventories	$	1,597
Receivables	4
Prepaid expenses and other current assets	467
Accounts payable and accrued expenses	(8,035)
Goodwill	33,588
Customer lists	11,500		11 Years
Software	5,500		5 Years
Trade names	5,200		10 Years
Other intangible assets	300		3 Years
Total net assets	$	50,121

As a result of further review and refinement of certain valuation assumptions, measurement period adjustments were recorded in 2021 related to the DPG acquisition that increased working capital by $0.8 million, customer lists by $1.8 million, software by $1.7 million, trade names by $1.8 million, and other intangible assets by $0.1 million; goodwill was decreased by $6.2 million.

All acquisitions in the years presented were accounted for using the acquisition method pursuant to ASC 805, with goodwill being recorded as a result of the purchase price exceeding the fair value of identifiable tangible and intangible assets and liabilities.