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Goodwill and Intangible Assets
12 Months Ended
Dec. 27, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

5. GOODWILL AND INTANGIBLE ASSETS

The Company’s methodology for allocating the purchase price relating to an acquisition is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the cost of the acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed.

 

Goodwill and purchased intangible assets with indefinite useful lives are not amortized, but are reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. To test goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not proceed to perform a quantitative impairment test. If the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value. A quantitative impairment analysis, if necessary, considers the income approach, which requires estimates of the present value of expected future cash flows to determine a reporting unit’s fair value. Significant estimates include revenue growth rates and operating margins used to calculate projected future cash flows, discount rates, and future economic and market conditions. A goodwill impairment charge is recognized for the amount by which the reporting unit’s fair value is less than its carrying value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The process of evaluating the potential impairment of goodwill and intangible assets requires significant judgment. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results.

In the fourth quarters of 2019 and 2018, the Company conducted its annual impairment tests of goodwill and concluded that there was no goodwill impairment with respect to its reporting units.

Details of aggregate goodwill of the Company are as follows:

 

 

 

 

 

 

 

 

 

 

 

(In millions)

 

SPS

 

 

SSB

 

 

Total

 

Balance at December 29, 2017

 

$

85.2

 

 

$

 

 

$

85.2

 

Business combination

 

 

 

 

 

65.0

 

 

 

65.0

 

Balance at December 28, 2018

 

 

85.2

 

 

 

65.0

 

 

 

150.2

 

Business combination

 

 

12.4

 

 

 

8.5

 

 

 

20.9

 

Balance at December 27, 2019

 

$

97.6

 

 

$

73.5

 

 

$

171.1

 

 

Intangible Assets

Intangible assets are generally recorded in connection with a business acquisition. The Company evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, the Company reviews indefinite lived intangible assets for impairment when events or changes in circumstances indicate their carrying value may not be recoverable and tests definite lives intangible assets at least annually for impairment. Management considers such indicators as significant differences in product demand from the estimates, changes in the competitive and economic environment, technological advances, and changes in cost structure.

Details of intangible assets were as follows:

 

 

 

 

As of December 27, 2019

 

 

As of December 28, 2018

 

 

 

 

 

Gross

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

 

Useful Life

 

Carrying

Accumulated

 

 

Carrying

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

(Dollars in millions)

(in years)

 

Amount

Amortization

 

 

Value

 

 

Amount

 

 

Amortization

 

 

Value

 

 

Customer relationships

6 - 10

 

$

119.4

 

 

$

(39.8

)

 

$

79.6

 

 

$

112.5

 

 

$

(29.0

)

 

$

83.5

 

 

Tradename

4 - 6*

 

 

27.0

 

 

 

(8.1

)

 

 

18.9

 

 

 

27.0

 

 

 

(4.4

)

 

$

22.6

 

 

Intellectual property/know-how

7 - 12

 

 

13.9

 

 

 

(8.4

)

 

 

5.5

 

 

 

13.9

 

 

 

(6.9

)

 

$

7.0

 

 

Recipes

20

 

 

73.2

 

 

 

(4.9

)

 

 

68.3

 

 

 

73.2

 

 

 

(1.2

)

 

$

72.0

 

 

Standard operating procedures

20

 

 

8.6

 

 

 

(0.6

)

 

 

8.0

 

 

 

8.6

 

 

 

(0.2

)

 

$

8.4

 

 

Total

 

 

$

242.1

 

 

$

(61.8

)

 

$

180.3

 

 

$

235.2

 

 

$

(41.7

)

 

$

193.5

 

 

 

*

The Company concluded that the asset life of UCT tradename of $9.0 million is indefinite and is therefore not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

 

Amortization expense was approximately $20.1 million for the year ended December 27, 2019, $9.6 million for the year ended December 28, 2018, and $5.4 million for the year ended December 29, 2017.

 

 

 

Amortization

 

(In millions)

 

Expense

 

2020

 

$

19.8

 

2021

 

 

19.6

 

2022

 

 

19.3

 

2023

 

 

14.2

 

2024

 

 

14.0

 

Thereafter

 

 

84.4

 

Total

 

$

171.3