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

Note 4 – Goodwill and Other Intangible Assets

The Company has two reporting units, Wholesale and Retail. Changes in the carrying amount of goodwill were as follows:

(In thousands)

Wholesale

 

 

Retail

 

 

Total

 

Balance at January 2, 2021 and January 1, 2022

$

 

181,035

 

 

$

 

 

 

$

 

181,035

 

Acquisitions

 

 

 

 

 

 

1,125

 

 

 

 

1,125

 

Balance at December 31, 2022

$

 

181,035

 

 

$

 

1,125

 

 

$

 

182,160

 

The Company acquired goodwill within the Retail reporting unit of $1.1 million related to an immaterial acquisition during the second quarter of 2022.

The Company reviews goodwill and other intangible assets for impairment annually, during the fourth quarter of each year, and more frequently if circumstances indicate impairment is more likely than not to have occurred. Following the change in the reportable segments in the third quarter of 2022, as disclosed in Note 1, the Company evaluated the reporting units within the Wholesale segment in accordance with ASC 350 Intangibles - Goodwill and Other. As a result of the evaluation, the Company concluded that there was a single reporting unit within the Wholesale segment. Due to the change in reporting units, the Company performed a test for impairment as of the beginning of the third quarter immediately before and after the change. Testing goodwill and other intangible assets for impairment requires management to make significant estimates about the Company’s future performance, cash flows, and other assumptions that can be affected by potential changes in economic, industry or market conditions, business operations, competition, or the Company’s stock price and market capitalization.

During the Company's third quarter impairment review, projected cash flows were discounted based on a weighted average cost of capital ("WACC") of 9.6%. This WACC was developed from adjusted market-based and company specific factors, current interest rates, equity risk premiums, and other market-based expectations regarding expected investment returns. The development of the WACC requires estimates of an equity rate of return and a debt rate of return, which are specific to the industry in which the Wholesale reporting unit operates. The Company concluded that the fair values of both the previous Food Distribution reporting unit, as well as the current Wholesale reporting unit, were substantially in excess of their carrying values.

As the Company performed a quantitative assessment in the third quarter of the current year, the Company also performed a qualitative assessment in the fourth quarter of the current year. The Company assessed the qualitative factors during the fourth quarter assessment and concluded that the fair value of the Wholesale reporting unit was more likely than not in excess of its carrying value.

The following table reflects the components of amortized intangible assets, included in “Intangible assets, net” on the consolidated balance sheets:

 

 

 

December 31, 2022

 

 

January 1, 2022

 

 

 

 

Gross

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Accumulated

 

(In thousands)

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amortization

 

Non-compete agreements

 

 

 

$

 

3,545

 

 

$

 

2,621

 

 

$

 

4,287

 

 

$

 

2,792

 

Pharmacy customer prescription lists

 

 

 

 

 

4,168

 

 

 

 

2,598

 

 

 

 

4,233

 

 

 

 

2,095

 

Customer relationships

 

 

 

 

 

57,937

 

 

 

 

22,484

 

 

 

 

57,937

 

 

 

 

18,822

 

Trade names

 

 

 

 

 

 

 

 

 

 

 

 

 

1,068

 

 

 

 

987

 

Franchise fees

 

 

 

 

 

1,165

 

 

 

 

598

 

 

 

 

1,110

 

 

 

 

605

 

Total

 

 

 

$

 

66,815

 

 

$

 

28,301

 

 

$

 

68,635

 

 

$

 

25,301

 

 

 

The weighted average amortization periods for amortizable intangible assets as of December 31, 2022 are as follows:

Non-compete agreements

 

 

 

 

 

 

 

 

 

 

 

 

 

6.4 years

Pharmacy customer prescription lists

 

 

 

 

 

 

 

 

 

 

 

 

 

8.0 years

Customer relationships

 

 

 

 

 

 

 

 

 

 

 

 

 

16.4 years

Franchise fees

 

 

 

 

 

 

 

 

 

 

 

 

 

10.0 years

Amortization expense for intangible assets was $5.0 million, $5.2 million and $5.7 million for 2022, 2021 and 2020, respectively.

Estimated amortization expense for each of the five succeeding fiscal years is as follows:

(In thousands)

2023

 

 

2024

 

 

2025

 

 

2026

 

 

2027

 

Amortization expense

$

 

4,828

 

 

$

 

4,576

 

 

$

 

4,180

 

 

$

 

3,665

 

 

$

 

3,660

 

The Company has indefinite-lived intangible assets that are not amortized, consisting primarily of indefinite-lived trade names and liquor licenses, totaling $67.8 million and $67.6 million as of December 31, 2022 and January 1, 2022, respectively. During the third quarter of 2020, the Company made the decision to abandon a tradename within the Wholesale segment to better integrate with the Company’s overall transportation operations, resulting in a $7.0 million impairment of the associated indefinite-lived tradename asset. During the fourth quarter of 2020, the Company recognized an impairment charge of $1.7 million, related to a tradename, based on a change in the assumptions supporting fair value.