Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36040 | |
Entity Registrant Name | Fox Factory Holding Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-1647258 | |
Entity Address, Address Line One | 2055 Sugarloaf Circle, Suite 300 | |
Entity Address, City or Town | Duluth | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30097 | |
City Area Code | 831 | |
Local Phone Number | 274-6500 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | FOXF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 42,367,596 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001424929 | |
Current Fiscal Year End Date | --12-29 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 105,440 | $ 145,250 |
Accounts receivable (net of allowances of $962 and $443 at June 30, 2023 and December 30, 2022, respectively) | 171,303 | 200,440 |
Inventory | 355,218 | 350,620 |
Prepaids and other current assets | 214,761 | 101,364 |
Total current assets | 846,722 | 797,674 |
Property, plant and equipment, net | 211,578 | 202,215 |
Lease right-of-use assets | 67,777 | 48,096 |
Deferred tax assets | 57,071 | 57,339 |
Goodwill | 385,999 | 323,978 |
Intangibles, net | 214,469 | 178,980 |
Other assets | 10,147 | 10,054 |
Total assets | 1,793,763 | 1,618,336 |
Current liabilities: | ||
Accounts payable | 99,296 | 131,160 |
Accrued expenses | 108,266 | 127,729 |
Total current liabilities | 207,562 | 258,889 |
Line of credit | 325,000 | 200,000 |
Other liabilities | 55,400 | 38,061 |
Total liabilities | 587,962 | 496,950 |
Commitments and contingencies (Refer to Note 8 - Commitments and Contingencies) | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value — 10,000 authorized and no shares issued or outstanding as of June 30, 2023 and December 30, 2022 | 0 | 0 |
Common stock, $0.001 par value — 90,000 authorized; 43,244 shares issued and 42,354 outstanding as of June 30, 2023; 43,160 shares issued and 42,270 outstanding as of December 30, 2022 | 42 | 42 |
Additional paid-in capital | 361,205 | 356,239 |
Treasury stock, at cost; 890 common shares as of June 30, 2023 and December 30, 2022 | (13,754) | (13,754) |
Accumulated other comprehensive income | 12,729 | 14,782 |
Retained earnings | 845,579 | 764,077 |
Total stockholders’ equity | 1,205,801 | 1,121,386 |
Total liabilities and stockholders’ equity | $ 1,793,763 | $ 1,618,336 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 962 | $ 443 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 90,000,000 | 90,000,000 |
Common stock, shares issued (in shares) | 43,244,000 | 43,160,000 |
Common stock, shares outstanding (in shares) | 42,354,000 | 42,270,000 |
Treasury stock, common (in shares) | 890,000 | 890,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 400,715 | $ 406,705 | $ 800,566 | $ 784,682 |
Cost of sales | 268,689 | 263,761 | 535,242 | 521,478 |
Gross profit | 132,026 | 142,944 | 265,324 | 263,204 |
Operating expenses: | ||||
Sales and marketing | 26,556 | 24,175 | 50,225 | 46,764 |
Research and development | 15,188 | 14,214 | 30,470 | 26,856 |
General and administrative | 30,221 | 28,444 | 63,982 | 54,011 |
Amortization of purchased intangibles | 7,277 | 5,636 | 13,173 | 10,943 |
Total operating expenses | 79,242 | 72,469 | 157,850 | 138,574 |
Income from operations | 52,784 | 70,475 | 107,474 | 124,630 |
Interest expense | 4,418 | 1,697 | 7,939 | 3,674 |
Other expense, net | 536 | 2,816 | 560 | 4,508 |
Income before income taxes | 47,830 | 65,962 | 98,975 | 116,448 |
Provision for income taxes | 8,095 | 12,464 | 17,473 | 14,900 |
Net income | $ 39,735 | $ 53,498 | $ 81,502 | $ 101,548 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.94 | $ 1.27 | $ 1.93 | $ 2.41 |
Diluted (in dollars per share) | $ 0.94 | $ 1.26 | $ 1.92 | $ 2.40 |
Weighted-average shares used to compute earnings per share: | ||||
Basic (in shares) | 42,359 | 42,218 | 42,329 | 42,181 |
Diluted (in shares) | 42,480 | 42,352 | 42,492 | 42,367 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 39,735 | $ 53,498 | $ 81,502 | $ 101,548 |
Other comprehensive income (loss) | ||||
Interest rate swap, net of tax effects | 1,125 | 922 | (1,938) | 6,733 |
Foreign currency translation adjustments | (726) | (2,688) | (115) | (3,756) |
Other comprehensive income (loss) | 399 | (1,766) | (2,053) | 2,977 |
Comprehensive income | $ 40,134 | $ 51,732 | $ 79,449 | $ 104,525 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity and Redeemable Non-controlling Interest - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury | Additional paid-in capital | Accumulated other comprehensive income (loss) | Retained earnings |
Beginning Balance (in shares) at Dec. 31, 2021 | 43,010 | 890 | ||||
Beginning balance at Dec. 31, 2021 | $ 894,082 | $ 42 | $ (13,754) | $ 344,119 | $ 4,876 | $ 558,799 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding (in shares) | 29 | |||||
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding | (820) | (820) | ||||
Stock-based compensation expense | 3,029 | 3,029 | ||||
Other comprehensive income (loss) | 4,743 | 4,743 | ||||
Net income | 48,050 | 48,050 | ||||
Ending Balance (in shares) at Apr. 01, 2022 | 43,039 | 890 | ||||
Ending balance at Apr. 01, 2022 | 949,084 | $ 42 | $ (13,754) | 346,328 | 9,619 | 606,849 |
Beginning Balance (in shares) at Dec. 31, 2021 | 43,010 | 890 | ||||
Beginning balance at Dec. 31, 2021 | 894,082 | $ 42 | $ (13,754) | 344,119 | 4,876 | 558,799 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive income (loss) | 2,977 | |||||
Ending Balance (in shares) at Jul. 01, 2022 | 43,153 | 890 | ||||
Ending balance at Jul. 01, 2022 | 1,001,927 | $ 42 | $ (13,754) | 347,439 | 7,853 | 660,347 |
Beginning Balance (in shares) at Apr. 01, 2022 | 43,039 | 890 | ||||
Beginning balance at Apr. 01, 2022 | 949,084 | $ 42 | $ (13,754) | 346,328 | 9,619 | 606,849 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding (in shares) | 114 | |||||
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding | (2,950) | (2,950) | ||||
Stock-based compensation expense | 4,061 | 4,061 | ||||
Other comprehensive income (loss) | (1,766) | (1,766) | ||||
Net income | 53,498 | 53,498 | ||||
Ending Balance (in shares) at Jul. 01, 2022 | 43,153 | 890 | ||||
Ending balance at Jul. 01, 2022 | $ 1,001,927 | $ 42 | $ (13,754) | 347,439 | 7,853 | 660,347 |
Beginning Balance (in shares) at Dec. 30, 2022 | 42,270 | 43,160 | 890 | |||
Beginning balance at Dec. 30, 2022 | $ 1,121,386 | $ 42 | $ (13,754) | 356,239 | 14,782 | 764,077 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding (in shares) | 33 | |||||
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding | (2,155) | (2,155) | ||||
Stock-based compensation expense | 5,701 | 5,701 | ||||
Other comprehensive income (loss) | (2,452) | (2,452) | ||||
Net income | 41,767 | 41,767 | ||||
Ending Balance (in shares) at Mar. 31, 2023 | 43,193 | 890 | ||||
Ending balance at Mar. 31, 2023 | $ 1,164,247 | $ 42 | $ (13,754) | 359,785 | 12,330 | 805,844 |
Beginning Balance (in shares) at Dec. 30, 2022 | 42,270 | 43,160 | 890 | |||
Beginning balance at Dec. 30, 2022 | $ 1,121,386 | $ 42 | $ (13,754) | 356,239 | 14,782 | 764,077 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive income (loss) | $ (2,053) | |||||
Ending Balance (in shares) at Jun. 30, 2023 | 42,354 | 43,244 | 890 | |||
Ending balance at Jun. 30, 2023 | $ 1,205,801 | $ 42 | $ (13,754) | 361,205 | 12,729 | 845,579 |
Beginning Balance (in shares) at Mar. 31, 2023 | 43,193 | 890 | ||||
Beginning balance at Mar. 31, 2023 | 1,164,247 | $ 42 | $ (13,754) | 359,785 | 12,330 | 805,844 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding (in shares) | 51 | |||||
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding | (3,063) | (3,063) | ||||
Stock-based compensation expense | 4,483 | 4,483 | ||||
Other comprehensive income (loss) | 399 | 399 | ||||
Net income | $ 39,735 | 39,735 | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 42,354 | 43,244 | 890 | |||
Ending balance at Jun. 30, 2023 | $ 1,205,801 | $ 42 | $ (13,754) | $ 361,205 | $ 12,729 | $ 845,579 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | ||
OPERATING ACTIVITIES: | |||
Net income | $ 81,502 | $ 101,548 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Depreciation and amortization | 28,712 | 24,449 | |
Stock-based compensation | 10,184 | 7,090 | |
Amortization of loan fees | 453 | 634 | |
Write off of unamortized loan origination fees | 0 | 1,927 | |
Amortization of deferred gains on prior swap settlements | (2,126) | (1,050) | |
Amortization of inventory fair value step-up | 8,895 | 0 | |
Deferred taxes | (139) | (11,284) | |
Increase (Decrease) in Operating Capital [Abstract] | |||
Accounts receivable | 32,744 | (57,444) | |
Inventory | 13,123 | (74,753) | |
Income taxes | (16,381) | (5,072) | |
Prepaids and other assets | (112,175) | (146,236) | |
Accounts payable | (41,565) | 68,708 | |
Accrued expenses and other liabilities | (6,535) | 6,083 | |
Net cash used in operating activities | (3,308) | (85,400) | |
INVESTING ACTIVITIES: | |||
Acquisitions of businesses | (130,918) | 0 | |
Acquisition of other assets | (2,364) | 0 | |
Purchases of property and equipment | (23,227) | (19,912) | |
Net cash used in investing activities | (156,509) | (19,912) | |
FINANCING ACTIVITIES: | |||
Proceeds from issuance of debt, net of origination fees | 210,000 | 582,356 | |
Repayment of term debt | (85,000) | (174,336) | |
Repayment of term debt | 0 | (382,500) | |
Repurchases from stock compensation program, net | 0 | (1,800) | |
Proceeds from termination of swap agreement | (5,218) | (3,770) | |
Net cash provided by financing activities | 119,782 | 32,220 | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 225 | 2,043 | |
CHANGE IN CASH AND CASH EQUIVALENTS | (39,810) | (71,049) | |
CASH AND CASH EQUIVALENTS—Beginning of period | 145,250 | 179,686 | |
CASH AND CASH EQUIVALENTS—End of period | 105,440 | 108,637 | |
Interest and Income Taxes Paid [Abstract] | |||
Income taxes | 47,701 | 31,230 | |
Interest, net of capitalized interest | 9,661 | 3,228 | |
Amounts included in the measurement of lease liabilities | 6,307 | 5,290 | |
Cash Flow, Noncash Operating Activities Disclosure [Abstract] | |||
Right-of-use assets obtained in exchange for lease obligations | 24,954 | [1] | 9,626 |
Capital expenditures included in accounts payable | 846 | 1,975 | |
Repurchase of common stock | $ 0 | $ 12,270 | |
[1](1) New leases executed in the U.S. |
Description of the Business, Ba
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies | Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies - Fox Factory Holding Corp. (the “Company”) designs, engineers, manufactures, and markets performance-defining products and systems for customers worldwide. Our premium brand, performance-defining products and systems are used primarily on bicycles (“bikes”), side-by-side vehicles (“side-by-sides”), on-road vehicles with and without off-road capabilities, off-road vehicles and trucks, all-terrain vehicles (“ATVs”), snowmobiles, and specialty vehicles and applications. Some of our products are specifically designed and marketed to some of the leading cycling and powered vehicle original equipment manufacturers (“OEMs”), while others are distributed to consumers through a global network of dealers and distributors. Throughout this Form 10-Q, unless stated otherwise or as the context otherwise requires, the “Company,” “FOX,” “Fox Factory,” “we,” “us,” “our,” and “ours” refer to Fox Factory Holding Corp. and its operating subsidiaries on a consolidated basis. Basis of Presentation - The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.” or “United States”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 30, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 23, 2023. In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative of the results for the full fiscal year. Fiscal Year Calendar - The Company operates on a 52-53 week fiscal year calendar. For 2023 and 2022, the Company’s fiscal year will end or has ended on December 29, 2023 and December 30, 2022, respectively. The twelve month periods ended December 29, 2023 and December 30, 2022, will include or have included 52 weeks. The three and six month periods ended June 30, 2023 and July 1, 2022 each included 13 weeks and 26 weeks, respectively. Principles of Consolidation - These condensed consolidated financial statements include the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Summary of Significant Accounting Policies - There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 30, 2022, as filed with the SEC on February 23, 2023 that have had a material impact on our condensed consolidated financial statements and related notes. Revenue Recognition - Revenues are generated from the sale of performance-defining products and systems to customers worldwide. The Company’s performance-defining products and systems are solutions that improve performance of powered vehicles and bikes. Powered vehicles include side-by-sides, on-road vehicles with off-road capabilities, off-road vehicles and trucks, ATVs, snowmobiles, specialty vehicles and applications, and motorcycles. Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer, generally at the time of shipment. Contracts are generally in the form of purchase orders and are governed by standard terms and conditions. For larger OEMs, the Company may also enter into master agreements. Sales tax and other similar taxes are excluded from revenues. Revenues generated from upfit packages generally do not include the vehicle chassis, as the Company is not the principal in this arrangement and the automotive dealer purchases the chassis directly from the OEM. The Company is required to place a deposit on some vehicle chassis that the dealer purchases directly from the OEM, however that deposit is refunded when the chassis is sold through to the end customer. Provisions for discounts, rebates, sales incentives, returns, and other adjustments are generally provided for in the period the related sales are recorded, based on management’s assessment of historical trends and projection of future results. Segments - The Company has determined that it has a single operating and reportable segment: manufacturing, sale and service of performance-defining products. The Company considers operating segments to be components of the Company in which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Use of Estimates - The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from management’s estimates. Reclassifications - We have reclassified certain prior period amounts within our condensed consolidated statement of cash flows for the six months ended July 1, 2022 to conform to our current year presentation. The reclassifications did not have any impact on net income or other major financial statement line items. Certain Significant Risks and Uncertainties - The Company is subject to those risks common in manufacturing-driven markets, including, but not limited to, competitive forces, dependence on key personnel, customer demand for its products, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. Fair Value Measurements and Financial Instruments - The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, that requires the valuation of assets and liabilities required or permitted to be either recorded or disclosed at fair value based on hierarchy of available inputs as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The carrying amounts of the Company’s financial instruments, including cash, receivables, accounts payable, accrued liabilities and line of credit approximate their fair values due to their short-term nature. Recent Accounting Pronouncements - In October 2021, the FASB issued accounting standards update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Under ASU 2021-08, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance in the first quarter of 2022. This adoption did not have a material impact on our financial statements. In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405): Disclosure of Supplier Finance Program Obligations. Under ASU 2022-04, the buyer in a supplier finance program is required to disclose sufficient information to allow a user of the financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. These amendments will be applied retrospectively to each period in which a balance sheet is presented, except for the disclosure of rollforward information, which will be applied prospectively. The Company adopted the interim disclosure requirements, as applicable, during the first quarter of 2023 and will adopt the annual disclosure requirements, except for the annual rollforward, in our 2023 Annual Report on Form 10-K. The Company expects to adopt the annual rollforward requirement in our 2024 Annual Report on Form 10-K. Refer to the “Bailment Pool Arrangements” section within Note 8 - Commitments and Contingencies for further details of this adoption. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues In the second quarter of fiscal year 2023, the Company realigned Powered Vehicles Group into Powered Vehicles Group and Aftermarket Applications Group to be more aligned with the Company’s end customers and drive additional focus on product development . All prior-period amounts have been recast to conform with current period presentation. The following table summarizes total net sales by product group: For the three months ended For the six months ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Powered Vehicles Group $ 140,196 $ 105,734 $ 282,443 $ 190,364 Aftermarket Applications Group 155,635 123,298 294,352 246,775 Specialty Sports Group 104,884 177,673 223,771 347,543 Total net sales $ 400,715 $ 406,705 $ 800,566 $ 784,682 The following table summarizes total net sales by sales channel: For the three months ended For the six months ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 OEM $ 197,257 $ 223,110 $ 414,918 $ 424,375 Aftermarket 203,458 183,595 385,648 360,307 Total net sales $ 400,715 $ 406,705 $ 800,566 $ 784,682 The following table summarizes total net sales generated by geographic location of the customer: For the three months ended For the six months ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 North America $ 303,999 $ 257,183 $ 595,909 $ 491,142 Europe 53,927 81,540 115,124 160,074 Asia 36,731 61,812 78,859 121,829 Rest of the world 6,058 6,170 10,674 11,637 Total net sales $ 400,715 $ 406,705 $ 800,566 $ 784,682 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following: June 30, 2023 December 30, 2022 Raw materials $ 243,054 $ 247,441 Work-in-process 10,782 9,959 Finished goods 101,382 93,220 Total inventory $ 355,218 $ 350,620 |
Prepaids and Other Assets
Prepaids and Other Assets | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaids and Other Current Assets | Prepaids and Other Current Assets Prepaids and other current assets consisted of the following: June 30, 2023 December 30, 2022 Prepaid chassis deposits $ 180,807 $ 74,013 Advanced payments and prepaid contracts 22,860 13,598 Other current assets 11,094 13,753 Total $ 214,761 $ 101,364 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment, net consisted of the following: June 30, 2023 December 30, 2022 Building and building improvements $ 75,302 $ 73,594 Information systems, office equipment and furniture 24,399 21,655 Internal-use computer software 32,501 30,290 Land and land improvements 14,542 14,493 Leasehold improvements 24,649 20,078 Machinery and manufacturing equipment 133,648 122,748 Transportation equipment 14,230 12,450 Total property, plant and equipment 319,271 295,308 Less: accumulated depreciation and amortization (107,693) (93,093) Total property, plant and equipment, net $ 211,578 $ 202,215 The Company’s long-lived assets by geographic location are as follows: June 30, 2023 December 30, 2022 United States $ 174,827 $ 166,544 International 36,751 35,671 Total long-lived assets $ 211,578 $ 202,215 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: June 30, 2023 December 30, 2022 Payroll and related expenses $ 26,152 $ 38,193 Income tax payable 24,326 40,701 Warranty 19,751 17,071 Current portion of lease liabilities 13,179 10,314 Accrued sales rebate 12,485 8,693 Other accrued expenses 12,373 12,757 Total $ 108,266 $ 127,729 Activity related to warranties is as follows: For the three months ended For the six months ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Beginning warranty liability $ 18,224 $ 15,993 $ 17,071 $ 15,510 Charge to cost of sales 4,985 2,322 8,611 5,449 Fair value of warranty assumed in acquisition — — 100 — Costs incurred (3,458) (2,227) (6,031) (4,871) Ending warranty liability $ 19,751 $ 16,088 $ 19,751 $ 16,088 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Prior Credit Facility In June 2019, the Company entered into a credit facility with Bank of America and other named lenders, which was periodically amended and restated and/or amended. The credit facility was amended and restated on March 11, 2020, and further amended on June 19, 2020, and June 11, 2021 (as amended, the “Prior Credit Facility”). The Prior Credit Facility (which was terminated on April 5, 2022 and replaced with the 2022 Credit Facility (as discussed below)), would have matured on March 11, 2025, and provided a senior secured revolving line of credit with a borrowing capacity of $250,000 and a term loan of $400,000. The term loan was subject to quarterly amortization payments. 2022 Credit Facility On April 5, 2022, the Company entered into a new credit agreement with Wells Fargo Bank, National Association, and other named lenders (the “2022 Credit Facility”), and concurrently repaid in full and terminated the Prior Credit Facility. The 2022 Credit Facility, which matures on April 5, 2027, provides for revolving loans, swingline loans and letters of credit up to an aggregate amount of $650,000. On April 5, 2022, the Company borrowed $475,000 under the 2022 Credit Facility, which was used to repay all outstanding amounts owed under the Prior Credit Facility and for general corporate purposes. Future advances under the 2022 Credit Facility will be used to finance working capital, capital expenditures and other general corporate purposes of the Company. To the extent not previously paid, all then-outstanding amounts under the 2022 Credit Facility are due and payable on the maturity date. The Company paid $1,980 in debt issuance costs in connection with the 2022 Credit Facility, which were allocated to the line of credit and amortized on a straight-line basis over the term of the facility. Additionally, the Company had $4,473 of remaining unamortized debt issuance costs related to the Prior Credit Facility. The Company expensed $1,927 of the remaining unamortized debt issuance costs and allocated $2,546 to the 2022 Credit Facility. The Company may borrow, prepay and re-borrow principal under the 2022 Credit Facility during its term. Advances under the 2022 Credit Facility can be either Adjusted Term Secured Overnight Financing Rate (“SOFR”) loans or base rate loans. SOFR rate revolving loans bear interest on the outstanding principal amount thereof for each interest period at a rate per annum equal to Term SOFR for such calculation plus 0.10% plus a margin ranging from 1.00% to 2.00%. Base rate revolving loans bear interest on the outstanding principal amount thereof at a rate per annum equal to the highest of (i) Federal Funds Rate plus 0.50%, (ii) the rate of interest in effect for such day as publicly announced from time to time by the lender as its “prime rate”, and (iii) Adjusted Term SOFR rate for a one-month tenor plus 1.00%, subject to the interest rate floors set forth therein, plus a margin ranging from 0.00% to 1.00%. At June 30, 2023, the one-month SOFR and three-month SOFR rates were 5.07% and 4.99%, respectively. At June 30, 2023, our weighted-average interest rate on outstanding borrowing was 5.56%. The 2022 Credit Facility is secured by substantially all of the Company’s assets, restricts the Company’s ability to make certain payments and engage in certain transactions, and requires that the Company satisfy customary financial ratios. The Company was in compliance with the covenants as of June 30, 2023. The following table summarizes the line of credit under the 2022 Credit Facility: June 30, 2023 December 30, 2022 Amount outstanding $ 325,000 $ 200,000 Available borrowing capacity 325,000 450,000 Total borrowing capacity $ 650,000 $ 650,000 On June 11, 2021, the Company entered into a swap agreement (the “2021 Swap Agreement”) to obtain a more favorable interest rate and to manage interest rate risk exposure. On April 5, 2022, the Company terminated its 2021 Swap Agreement and entered into a new interest rate swap agreement (the “2022 Swap Agreement”). Through the 2022 Swap Agreement, the Company hedges the variability of cash flows in interest payments associated with $100,000 of its variable rate debt. Refer to Note 9 - Derivatives and Hedging for further details of the 2022 Swap Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indemnification Agreements - In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. While the outcome of these matters cannot be predicted with certainty, the Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on the Company’s results of operations, financial position or liquidity. Legal Proceedings - From time to time, the Company is involved in legal proceedings that arise in the ordinary course of business. Although the Company cannot assure the outcome of any such legal proceedings, based on information currently available, management does not believe that the ultimate resolution of any pending matters, either individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Bailment Pool Arrangements - The Company has relationships with several OEM partners, including General Motors (“GM”), Ford Motor Company (“Ford”), and Chrysler to obtain truck chassis. For Chrysler chassis, the Company pays a cash deposit upon transfer of the chassis to the Company’s premises, and records the chassis within prepaids and other current assets on the condensed consolidated balance sheets until the chassis is transferred to the dealer customer’s floorplan, at which time the cash deposit is returned to the Company. For GM and Ford, the Company has entered into floorplan financing agreements with the OEM. The Company receives an allocation of chassis and pays interest expense on the allocated value of trucks based on the duration of time they are on the Company’s premises. Bailment, which is the non-ownership transfer of the chassis from GM and Ford to the Company, ends when the vehicle is sold to an authorized dealer, or upon authorized return of the vehicle to the manufacturer. The Company does not pay a cash deposit to obtain GM and Ford chassis, and accordingly it does not recognize an asset or a liability related to these chassis. Interest payments made to manufacturer-affiliated finance companies are classified as operating activities in the condensed consolidated statements of cash flows. At June 30, 2023 and December 30, 2022, the Company had utilized $4,907 and $2,634, respectively, out of a maximum of $26,200 of Ford allocation of chassis and $53,468 and $67,149, respectively, out of a maximum of $100,000 GM allocation of chassis. The company paid $2,169 and $3,570 of interest expense related to chassis on hand during the three and six months ended June 30, 2023, respectively. Other Commitments - On November 30, 2017, the Company through FF US Holding Corp., acquired the assets of Flagship, Inc. d/b/a Tuscany and issued a 20% interest in FF US Holding Corp. to Flagship, Inc. A stockholders’ agreement with Flagship, Inc. provided the Company with a call option (the “Call Option”) to acquire the remaining 20% of FF US Holding Corp. at any time from November 30, 2019 through November 30, 2024 at a value that approximates fair market value. On July 22, 2020, the Company exercised the Call Option and, pursuant to a stock purchase agreement with Flagship, Inc., the Company purchased the remaining 20% interest for $24,975 payable in a combination of stock and cash. The cash portion was settled in quarterly installment payments beginning in July 2020 through July 2022, which amounted to $6,556, $4,550 and $2,700 in 2020, 2021 and 2022, respectively. The Company paid $900 and $1,800 during the three and six months ended July 1, 2022, respectively. The Company had no remaining liability as of June 30, 2023. The stock portion of 136 shares were released from escrow on a quarterly basis starting January 2021 through July 2022. The Company released 19 and 39 shares of stock during the three and six months ended July 1, 2022, respectively. The Company had no remaining shares to be released as of June 30, 2023. The exercise of the Call Option effectively canceled the put option held by Flagship, Inc. |
Derivatives and Hedging
Derivatives and Hedging | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | Derivatives and Hedging The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. The Company utilizes interest rate swaps to limit its exposure to interest rate risk by converting a portion of its floating-rate debt to a fixed-rate basis, thus reducing the impact of interest rate changes on future interest expense. Interest rate swaps involve the receipt of floating-rate amounts in exchange for fixed-rate interest payments based on the SOFR over the lives of the agreements without an exchange of the underlying principal amounts. As of June 30, 2023 and December 30, 2022, the Company had the following interest rate swap contracts: June 30, 2023 December 30, 2022 Effective Date Termination Date Notional Amount Unrealized Gain in AOCI Unrealized Gain in AOCI September 2, 2020 June 11, 2021 $200,000 $ 147 $ 189 July 2, 2021 April 5, 2022 $200,000 7,096 9,180 April 5, 2022 April 5, 2027 $100,000 5,636 5,087 Total $ 12,879 $ 14,456 On June 11, 2021, the Company terminated its existing swap agreement (the “2020 Swap Agreement”) and entered into an interest rate swap agreement (the “2021 Swap Agreement”) with a notional amount of $200,000. On April 5, 2022, the Company terminated its 2021 Swap Agreement and entered into a new interest rate swap agreement (the “2022 Swap Agreement”) with a notional amount of $100,000. The terminated 2020 and 2021 Swap Agreements resulted in unrealized gains of $324 and $12,270, respectively, at the termination dates that will continue to be accounted for in accumulated other comprehensive income and amortized into earnings over the term of the associated debt instrument. The 2022 Swap Agreement has a maturity date of April 5, 2027 and is indexed to a three-month Term SOFR (as defined in the 2022 Swap Agreement). The 2022 Swap Agreement met the criteria as a cash flow hedge under ASC 815, Derivatives and Hedging (“ASC 815”), and is recorded to other assets or other liabilities on the condensed consolidated balance sheets. Refer to Note 10 - Fair Value Measurements and Financial Instruments for additional information on determining the fair value. The unrealized gains or losses, after tax, will be recorded in accumulated other comprehensive income, a component of equity, and are expected to be reclassified into interest expense on the condensed consolidated statements of income when the forecasted transactions affect earnings. As required under ASC 815, the interest rate swap contracts’ effectiveness will be assessed on a quarterly basis using a quantitative regression analysis. The gains and losses, net of tax, related to the effective portion of derivative instruments designated as cash flow hedges recognized in other comprehensive income for the three and six months ended June 30, 2023 were a gain of $1,125 and a loss of $1,938, respectively; and for the three and six months ended July 1, 2022 were a gain of $922 and $6,733, respectively. Over the next twelve months, the Company expects to recognize $6,645 of the $12,879 of unrealized gains included in accumulated other comprehensive income related to the interest rate swap contracts. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the following periods: June 30, 2023 December 30, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Interest Rate Swap $ — $ 5,636 $ — $ 5,636 $ — $ 5,087 $ — $ 5,087 Total assets measured at fair value $ — $ 5,636 $ — $ 5,636 $ — $ 5,087 $ — $ 5,087 There were no transfers of assets or liabilities between Level 1, Level 2, and Level 3 categories of the fair value hierarchy during the three and six month periods ended June 30, 2023. On June 11, 2021, the Company entered into the 2021 Swap Agreement to mitigate the cash flow risk associated with changes in interest rates on its variable rate debt. On April 5, 2022, the Company terminated its 2021 Swap Agreement and entered into the 2022 Swap Agreement. Refer to Note 9 - Derivatives and Hedging for additional details of the agreement. In accordance with ASC 815, an interest rate swap contract is recognized as an asset or liability on the condensed consolidated balance sheets and is measured at fair value. The fair value was calculated utilizing Level 2 inputs. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Equity Incentive Plans The following table summarizes the allocation of stock-based compensation in the accompanying condensed consolidated statements of income: For the three months ended For the six months ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Cost of sales $ 331 $ 231 $ 573 $ 409 Sales and marketing 391 227 678 453 Research and development 263 262 503 490 General and administrative 3,498 3,341 8,430 5,738 Total $ 4,483 $ 4,061 $ 10,184 $ 7,090 The following table summarizes the activity for the Company’s unvested restricted stock units (“RSUs”) for the six months ended June 30, 2023: Unvested RSUs Number of shares outstanding Weighted-average grant date fair value Unvested at December 30, 2022 297 $ 87.05 Granted 129 $ 111.11 Canceled (15) $ 85.94 Vested (115) $ 84.10 Unvested at June 30, 2023 296 $ 98.75 As of June 30, 2023, the Company had approximately $24,148 of unrecognized stock-based compensation expense related to RSUs, which will be recognized over the remaining weighted-average vesting period of approximately 2.15 years. During the six months ended June 30, 2023, the Company issued performance share units (“PSUs”) to certain executives that represent shares potentially issuable in the future. Issuance is based upon the Company’s performance, over a 3 year performance period, on certain measures including return on invested capital and free cash flow. The PSUs vest only upon the achievement of the applicable performance goals for the performance period, and, depending on the actual achievement on the performance goals, the grantee may earn between 0% and 200% of the target PSUs. The fair value of PSUs is calculated based on the stock price on the date of grant assuming the performance goals will be achieved. The following table summarizes the activity for the Company’s unvested PSUs for the six months ended June 30, 2023: Unvested PSUs Number of shares outstanding Weighted-average grant date fair value Unvested at December 30, 2022 48 $ 126.69 Granted 44 $ 115.70 Unvested at June 30, 2023 92 $ 121.41 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended For the six months ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Provision for income taxes $ 8,095 $ 12,464 $ 17,473 $ 14,900 Effective tax rates 16.9 % 18.9 % 17.7 % 12.8 % For the three months ended June 30, 2023, the difference between the Company’s effective tax rate of 16.9% and the 21% federal statutory rate was due to a lower tax rate on foreign derived intangible income and excess benefit related to stock-based compensation. This benefit was partially offset by state and foreign withholding taxes. For the six months ended June 30, 2023, the difference between the Company’s effective tax rate and the 21% federal statutory rate resulted primarily from a lower tax rate on foreign derived intangible income. This benefit was partially offset by state and foreign withholding taxes. For the three months ended July 1, 2022, the difference between the Company’s effective tax rate of 18.9% and the 21% federal statutory rate resulted primarily from a lower tax rate on foreign derived intangible income and excess benefits related to stock-based compensation. The benefits were partially offset by withholding and state taxes. For the six months ended July 1, 2022, the difference between the Company’s effective tax rate and the 21% federal statutory rate resulted primarily from the impact of the recently finalized U.S. tax regulations published by the U.S. Treasury and Internal Revenue Service on January 4, 2022 and from a lower tax rate on foreign derived intangible income. These regulations limit the amount of newly generated foreign taxes that are creditable against U.S. income taxes, which resulted in a release of the Company’s valuation allowance against foreign tax credits due to the Company’s ability to use foreign tax credit carryforwards that had previously been reserved against. These benefits were partially offset by withholding and state taxes. We do not expect the results from any ongoing income tax audits to have a material impact on our consolidated financial condition, results of operations, or cash flows. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | Related Party Transactions On July 22, 2020, the Company, pursuant to a stock purchase agreement with Flagship, Inc., purchased the remaining 20% interest of FF US Holding Corp. for $24,975 payable in a combination of stock and cash. The cash portion was settled in quarterly installment payments through July 2022. Refer to Note 8 - Commitments and Contingencies for additional details of this agreement. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On February 17, 2023 the Company entered into a Securities Purchase Agreement with CWH Holdco, LLC (“CWH”), CWH Blocker Corp., (“Blocker”), Thompson Street Capital Partners V, L.P., and each other member of CWH to purchase all of the outstanding equity of Blocker, and thereafter Blocker acquired all of the outstanding equity interest of CWH. CWH is the parent company of Custom Wheel House, LLC (“Custom Wheel House”). Custom Wheel House is a designer, marketer, and distributor of high-performance wheels, performance off-road tires, and accessories, including the premier flagship brand Method Race Wheels. The Company believes that this acquisition will be complementary to its upfitting businesses and will help to expand its product offerings. This acquisition was financed through the Company’s existing 2022 Credit Facility. The acquisition was closed on March 3, 2023 and accounted for as a business combination. The purchase price of Custom Wheel House has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated respective fair values as of March 3, 2023 with the excess purchase price allocated to goodwill. The Company’s valuation is preliminary and subject to the Company’s validation of the valuation of intangible assets, related deferred taxes and working capital. The Company expects to amortize the acquired trade name, customer relationship and core technology assets over their expected useful lives that range between two Acquisition consideration Cash consideration $ 130,918 Total consideration at closing $ 130,918 Fair market values Inventory $ 23,266 Other current and non-current assets 4,233 Property, plant and equipment 3,529 Lease right-of-use assets 4,718 Intangibles 48,663 Goodwill 62,010 Total assets acquired 146,419 Accounts payable and accrued expenses 10,783 Current portion of lease liabilities 1,694 Lease liabilities 3,024 Total liabilities assumed 15,501 Purchase price allocation $ 130,918 The Company incurred $38 and $925 of transaction costs related to the acquisition of Custom Wheel House during the three and six months ended June 30, 2023. These costs are classified as general and administrative expenses in the accompanying condensed consolidated statements of income. The results of operations for Custom Wheel House have been included in the Company's condensed consolidated statements of income since the closing date of the acquisition on March 3, 2023. The total revenue and net loss from operations for Custom Wheel House for the three months ended June 30, 2023 amounted to $19,748 and $4,509, respectively. The total revenue and net loss from operations for Custom Wheel House for the six months ended June 30, 2023 amounted to $26,685 and $6,548, respectively. Pro-forma financial information of the combined entities is not presented due to the immaterial impact of the financial results of the acquired entity on our consol1idated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jul. 01, 2022 | Apr. 01, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) Attributable to Parent | $ 39,735 | $ 41,767 | $ 53,498 | $ 48,050 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of the Business, _2
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation - The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.” or “United States”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 30, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 23, 2023. In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative of the results for the full fiscal year. | |
Fiscal Year | Fiscal Year Calendar - The Company operates on a 52-53 week fiscal year calendar. For 2023 and 2022, the Company’s fiscal year will end or has ended on December 29, 2023 and December 30, 2022, respectively. The twelve month periods ended December 29, 2023 and December 30, 2022, will include or have included 52 weeks. The three and six month periods ended June 30, 2023 and July 1, 2022 each included 13 weeks and 26 weeks, respectively. | |
Principles of Consolidation | Principles of Consolidation - These condensed consolidated financial statements include the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |
Revenue Recognition | Revenue Recognition - Revenues are generated from the sale of performance-defining products and systems to customers worldwide. The Company’s performance-defining products and systems are solutions that improve performance of powered vehicles and bikes. Powered vehicles include side-by-sides, on-road vehicles with off-road capabilities, off-road vehicles and trucks, ATVs, snowmobiles, specialty vehicles and applications, and motorcycles. Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer, generally at the time of shipment. Contracts are generally in the form of purchase orders and are governed by standard terms and conditions. For larger OEMs, the Company may also enter into master agreements. Sales tax and other similar taxes are excluded from revenues. Revenues generated from upfit packages generally do not include the vehicle chassis, as the Company is not the principal in this arrangement and the automotive dealer purchases the chassis directly from the OEM. The Company is required to place a deposit on some vehicle chassis that the dealer purchases directly from the OEM, however that deposit is refunded when the chassis is sold through to the end customer. Provisions for discounts, rebates, sales incentives, returns, and other adjustments are generally provided for in the period the related sales are recorded, based on management’s assessment of historical trends and projection of future results. | |
Segments | Segments - The Company has determined that it has a single operating and reportable segment: manufacturing, sale and service of performance-defining products. The Company considers operating segments to be components of the Company in which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. | |
Use of Estimates | Use of Estimates - The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from management’s estimates. | |
Reclassifications | Reclassifications - We have reclassified certain prior period amounts within our condensed consolidated statement of cash flows for the six months ended July 1, 2022 to conform to our current year presentation. The reclassifications did not have any impact on net income or other major financial statement line items. | |
Certain Significant Risks and Uncertainties | Certain Significant Risks and Uncertainties - The Company is subject to those risks common in manufacturing-driven markets, including, but not limited to, competitive forces, dependence on key personnel, customer demand for its products, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. | |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments - The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, that requires the valuation of assets and liabilities required or permitted to be either recorded or disclosed at fair value based on hierarchy of available inputs as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The carrying amounts of the Company’s financial instruments, including cash, receivables, accounts payable, accrued liabilities and line of credit approximate their fair values due to their short-term nature. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - In October 2021, the FASB issued accounting standards update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Under ASU 2021-08, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance in the first quarter of 2022. This adoption did not have a material impact on our financial statements. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenues | The following table summarizes total net sales by product group: For the three months ended For the six months ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Powered Vehicles Group $ 140,196 $ 105,734 $ 282,443 $ 190,364 Aftermarket Applications Group 155,635 123,298 294,352 246,775 Specialty Sports Group 104,884 177,673 223,771 347,543 Total net sales $ 400,715 $ 406,705 $ 800,566 $ 784,682 The following table summarizes total net sales by sales channel: For the three months ended For the six months ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 OEM $ 197,257 $ 223,110 $ 414,918 $ 424,375 Aftermarket 203,458 183,595 385,648 360,307 Total net sales $ 400,715 $ 406,705 $ 800,566 $ 784,682 The following table summarizes total net sales generated by geographic location of the customer: For the three months ended For the six months ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 North America $ 303,999 $ 257,183 $ 595,909 $ 491,142 Europe 53,927 81,540 115,124 160,074 Asia 36,731 61,812 78,859 121,829 Rest of the world 6,058 6,170 10,674 11,637 Total net sales $ 400,715 $ 406,705 $ 800,566 $ 784,682 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory consisted of the following: June 30, 2023 December 30, 2022 Raw materials $ 243,054 $ 247,441 Work-in-process 10,782 9,959 Finished goods 101,382 93,220 Total inventory $ 355,218 $ 350,620 |
Prepaids and Other Current Asse
Prepaids and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaids and other current assets consisted of the following: June 30, 2023 December 30, 2022 Prepaid chassis deposits $ 180,807 $ 74,013 Advanced payments and prepaid contracts 22,860 13,598 Other current assets 11,094 13,753 Total $ 214,761 $ 101,364 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, plant and equipment, net consisted of the following: June 30, 2023 December 30, 2022 Building and building improvements $ 75,302 $ 73,594 Information systems, office equipment and furniture 24,399 21,655 Internal-use computer software 32,501 30,290 Land and land improvements 14,542 14,493 Leasehold improvements 24,649 20,078 Machinery and manufacturing equipment 133,648 122,748 Transportation equipment 14,230 12,450 Total property, plant and equipment 319,271 295,308 Less: accumulated depreciation and amortization (107,693) (93,093) Total property, plant and equipment, net $ 211,578 $ 202,215 |
Long-lived Assets by Geographic Location | The Company’s long-lived assets by geographic location are as follows: June 30, 2023 December 30, 2022 United States $ 174,827 $ 166,544 International 36,751 35,671 Total long-lived assets $ 211,578 $ 202,215 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following: June 30, 2023 December 30, 2022 Payroll and related expenses $ 26,152 $ 38,193 Income tax payable 24,326 40,701 Warranty 19,751 17,071 Current portion of lease liabilities 13,179 10,314 Accrued sales rebate 12,485 8,693 Other accrued expenses 12,373 12,757 Total $ 108,266 $ 127,729 |
Activity Related to Warranties | Activity related to warranties is as follows: For the three months ended For the six months ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Beginning warranty liability $ 18,224 $ 15,993 $ 17,071 $ 15,510 Charge to cost of sales 4,985 2,322 8,611 5,449 Fair value of warranty assumed in acquisition — — 100 — Costs incurred (3,458) (2,227) (6,031) (4,871) Ending warranty liability $ 19,751 $ 16,088 $ 19,751 $ 16,088 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of line of credit under 2022 Credit Facility | The following table summarizes the line of credit under the 2022 Credit Facility: June 30, 2023 December 30, 2022 Amount outstanding $ 325,000 $ 200,000 Available borrowing capacity 325,000 450,000 Total borrowing capacity $ 650,000 $ 650,000 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | As of June 30, 2023 and December 30, 2022, the Company had the following interest rate swap contracts: June 30, 2023 December 30, 2022 Effective Date Termination Date Notional Amount Unrealized Gain in AOCI Unrealized Gain in AOCI September 2, 2020 June 11, 2021 $200,000 $ 147 $ 189 July 2, 2021 April 5, 2022 $200,000 7,096 9,180 April 5, 2022 April 5, 2027 $100,000 5,636 5,087 Total $ 12,879 $ 14,456 |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the following periods: June 30, 2023 December 30, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Interest Rate Swap $ — $ 5,636 $ — $ 5,636 $ — $ 5,087 $ — $ 5,087 Total assets measured at fair value $ — $ 5,636 $ — $ 5,636 $ — $ 5,087 $ — $ 5,087 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation Allocation | The following table summarizes the allocation of stock-based compensation in the accompanying condensed consolidated statements of income: For the three months ended For the six months ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Cost of sales $ 331 $ 231 $ 573 $ 409 Sales and marketing 391 227 678 453 Research and development 263 262 503 490 General and administrative 3,498 3,341 8,430 5,738 Total $ 4,483 $ 4,061 $ 10,184 $ 7,090 |
Summary of Unvested Restricted Stock Units (RSU) Activity | The following table summarizes the activity for the Company’s unvested restricted stock units (“RSUs”) for the six months ended June 30, 2023: Unvested RSUs Number of shares outstanding Weighted-average grant date fair value Unvested at December 30, 2022 297 $ 87.05 Granted 129 $ 111.11 Canceled (15) $ 85.94 Vested (115) $ 84.10 Unvested at June 30, 2023 296 $ 98.75 |
Summary of Unvested PSUs Activity | The following table summarizes the activity for the Company’s unvested PSUs for the six months ended June 30, 2023: Unvested PSUs Number of shares outstanding Weighted-average grant date fair value Unvested at December 30, 2022 48 $ 126.69 Granted 44 $ 115.70 Unvested at June 30, 2023 92 $ 121.41 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | For the three months ended For the six months ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Provision for income taxes $ 8,095 $ 12,464 $ 17,473 $ 14,900 Effective tax rates 16.9 % 18.9 % 17.7 % 12.8 % |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Allocation of Purchase Price | The Company’s allocation of the purchase price to the net tangible and intangible assets acquired and liabilities assumed is as follows: Acquisition consideration Cash consideration $ 130,918 Total consideration at closing $ 130,918 Fair market values Inventory $ 23,266 Other current and non-current assets 4,233 Property, plant and equipment 3,529 Lease right-of-use assets 4,718 Intangibles 48,663 Goodwill 62,010 Total assets acquired 146,419 Accounts payable and accrued expenses 10,783 Current portion of lease liabilities 1,694 Lease liabilities 3,024 Total liabilities assumed 15,501 Purchase price allocation $ 130,918 |
Revenues - Sales by Product Cat
Revenues - Sales by Product Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 400,715 | $ 406,705 | $ 800,566 | $ 784,682 |
Powered Vehicles Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 140,196 | 105,734 | 282,443 | 190,364 |
Specialty Sports Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 104,884 | $ 177,673 | $ 223,771 | $ 347,543 |
Revenues - Sales by Sales Chann
Revenues - Sales by Sales Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 400,715 | $ 406,705 | $ 800,566 | $ 784,682 |
OEM | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 197,257 | 223,110 | 414,918 | 424,375 |
Aftermarket | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 203,458 | $ 183,595 | $ 385,648 | $ 360,307 |
Revenues - Sales by Geographic
Revenues - Sales by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 400,715 | $ 406,705 | $ 800,566 | $ 784,682 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 303,999 | 257,183 | 595,909 | 491,142 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 53,927 | 81,540 | 115,124 | 160,074 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 36,731 | 61,812 | 78,859 | 121,829 |
Rest of the world | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 6,058 | $ 6,170 | $ 10,674 | $ 11,637 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 243,054 | $ 247,441 |
Work-in-process | 10,782 | 9,959 |
Finished goods | 101,382 | 93,220 |
Total inventory | $ 355,218 | $ 350,620 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 30, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid chassis deposits | $ 180,807 | $ 74,013 |
Advanced payments and prepaid contracts | 22,860 | 13,598 |
Other current assets | 11,094 | 13,753 |
Total | $ 214,761 | $ 101,364 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 319,271 | $ 295,308 |
Less: accumulated depreciation and amortization | (107,693) | (93,093) |
Total property, plant and equipment, net | 211,578 | 202,215 |
Building and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 75,302 | 73,594 |
Information systems, office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 24,399 | 21,655 |
Internal-use computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 32,501 | 30,290 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 14,542 | 14,493 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 24,649 | 20,078 |
Machinery and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 133,648 | 122,748 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 14,230 | $ 12,450 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Long-lived Assets by Geographic Location (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total long-lived assets | $ 211,578 | $ 202,215 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Total long-lived assets | 174,827 | 166,544 |
International | ||
Property, Plant and Equipment [Line Items] | ||
Total long-lived assets | $ 36,751 | $ 35,671 |
Accrued Expenses - Accrued Expe
Accrued Expenses - Accrued Expense Components (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 30, 2022 | Jul. 01, 2022 | Apr. 01, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||||||
Payroll and related expenses | $ 26,152 | $ 38,193 | ||||
Current portion of lease liabilities | 13,179 | 10,314 | ||||
Warranty | 19,751 | $ 18,224 | 17,071 | $ 16,088 | $ 15,993 | $ 15,510 |
Current portion of lease liabilities | 24,326 | 40,701 | ||||
Accrued sales rebate | 12,485 | 8,693 | ||||
Other accrued expenses | 12,373 | 12,757 | ||||
Accrued expenses | $ 108,266 | $ 127,729 |
Accrued Expenses - Activity Rel
Accrued Expenses - Activity Related to Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Beginning warranty liability | $ 18,224 | $ 15,993 | $ 17,071 | $ 15,510 |
Charge to cost of sales | 4,985 | 2,322 | 8,611 | 5,449 |
Fair value of warranty assumed in acquisition | 0 | 0 | 100 | 0 |
Costs incurred | (3,458) | (2,227) | (6,031) | (4,871) |
Ending warranty liability | $ 19,751 | $ 16,088 | $ 19,751 | $ 16,088 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Apr. 05, 2022 | Jun. 30, 2023 | Dec. 30, 2022 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Credit facility | $ 250,000 | |||
Debt issuance costs | $ 1,980 | |||
Unamortized debt issuance costs | 1,927 | $ 4,473 | ||
Weighted average interest rate on outstanding borrowings | 5.56% | |||
Interest rate swap | ||||
Debt Instrument [Line Items] | ||||
Amount of interest rate swap | $ 100,000 | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 0.10% | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 1% | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 2% | |||
Fed Funds Effective Rate Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 0.50% | |||
Secured Overnight Financing Rate (SOFR) | Three-Month Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 4.99% | |||
London Interbank Offered Rate (LIBOR) 1 | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 5.07% | |||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Term loan amount | $ 400,000 | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Lines of Credit | $ 475,000 | |||
Unamortized debt issuance costs | $ 2,546 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 650,000 | $ 650,000 | ||
Revolving Credit Facility | Line of Credit | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 1% | |||
Revolving Credit Facility | Line of Credit | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 0% | |||
Revolving Credit Facility | Line of Credit | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (as a percent) | 1% | |||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 650,000 |
Debt - Summary of Amended and R
Debt - Summary of Amended and Restated Credit Facility (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 30, 2022 | Jun. 30, 2019 |
Debt Instrument [Line Items] | |||
Amount outstanding | $ 325,000 | $ 200,000 | |
Total borrowing capacity | $ 250,000 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Amount outstanding | 325,000 | 200,000 | |
Available borrowing capacity | 325,000 | 450,000 | |
Total borrowing capacity | $ 650,000 | $ 650,000 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | Dec. 30, 2022 | Jul. 22, 2020 | Nov. 30, 2017 | |
Loss Contingencies [Line Items] | ||||||
Bailment pool arrangement, interest expense | $ 2,169 | |||||
Bailment pool arrangement, interest credit | 3,570 | |||||
Installment payment, 2020 | 6,556 | |||||
Installment payment, 2021 | 4,550 | |||||
Installment payment, 2022 | 2,700 | |||||
Payments for Repurchase of Redeemable Noncontrolling Interest | $ 900 | $ 0 | $ 1,800 | |||
Shares held in escrow (in shares) | 136,000 | |||||
Shares released (in shares) | 19 | 19 | ||||
Ford | ||||||
Loss Contingencies [Line Items] | ||||||
Bailment pool arrangement, allocation | $ 4,907 | $ 2,634 | ||||
Bailment pool arrangement, maximum allocation | 26,200 | |||||
General Motors | ||||||
Loss Contingencies [Line Items] | ||||||
Bailment pool arrangement, allocation | 53,468 | $ 67,149 | ||||
Bailment pool arrangement, maximum allocation | $ 100,000 | |||||
SCA | ||||||
Loss Contingencies [Line Items] | ||||||
Call option to acquire remaining interest | 20% | 20% |
Derivatives and Hedging - Sched
Derivatives and Hedging - Schedule of Interest Rate Derivatives (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 30, 2022 | Jun. 11, 2021 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Unrealized Gain in AOCI | $ 12,879 | $ 14,456 | |
Interest Rate Swap September 2020 To June 2021 | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | 200,000 | ||
Unrealized Gain in AOCI | 147 | 189 | $ 324 |
Interest Rate Swap July 2021 To March 2025 | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | 200,000 | ||
Unrealized Gain in AOCI | 7,096 | 9,180 | $ 12,270 |
Interest Rate Swap April 2022 to April 2027 | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | 100,000 | ||
Unrealized Gain in AOCI | $ 5,636 | $ 5,087 |
Derivatives and Hedging (Detail
Derivatives and Hedging (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | Dec. 30, 2022 | Apr. 05, 2022 | Jun. 11, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Unrealized gain in AOCI on terminated swap | $ 12,879 | $ 12,879 | $ 14,456 | ||||
Other comprehensive income (loss), derivatives gain (loss) | (1,125) | $ (922) | 1,938 | $ (6,733) | |||
Interest rate swap | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Other comprehensive income (loss), derivatives gain (loss) | $ (922) | $ (6,733) | |||||
Losses to be reclassified over the next twelve months | 6,645 | 6,645 | |||||
Amount of interest rate swap | $ 100,000 | ||||||
Interest Rate Swap July 2021 To March 2025 | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Notional amount terminated | $ 200,000 | ||||||
Unrealized gain in AOCI on terminated swap | 7,096 | 7,096 | 9,180 | 12,270 | |||
Interest Rate Swap September 2020 To June 2021 | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Unrealized gain in AOCI on terminated swap | $ 147 | $ 147 | $ 189 | $ 324 |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Instruments - Liabilities at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 30, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | $ 5,636 | $ 5,087 |
Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest Rate Swap, asset | 5,636 | 5,087 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 1 | Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest Rate Swap, asset | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | 5,636 | 5,087 |
Level 2 | Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest Rate Swap, asset | 5,636 | 5,087 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Level 3 | Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest Rate Swap, asset | $ 0 | $ 0 |
Stockholders' Equity - Narrtive
Stockholders' Equity - Narrtive (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 4,483 | $ 4,061 | $ 10,184 | $ 7,090 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense related to RSUs | 24,148 | $ 24,148 | ||
Period for recognition of unrecognized stock-based compensation expense | 2 years 1 month 24 days | |||
PSU | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense related to RSUs | $ 14,200 | $ 14,200 | ||
Period for recognition of unrecognized stock-based compensation expense | 1 year 10 months 2 days | |||
PSU | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance goal, percentage | 0% | |||
PSU | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance period | 3 | |||
Performance goal, percentage | 200% |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share-based compensation expense | $ 4,483 | $ 4,061 | $ 10,184 | $ 7,090 |
Cost of sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share-based compensation expense | 331 | 231 | 573 | 409 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share-based compensation expense | 391 | 227 | 678 | 453 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share-based compensation expense | 263 | 262 | 503 | 490 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share-based compensation expense | $ 3,498 | $ 3,341 | $ 8,430 | $ 5,738 |
Stockholders' Equity - Unvested
Stockholders' Equity - Unvested RSU Activity (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of shares outstanding | |
Granted (in shares) | shares | 129,000 |
Canceled (in shares) | shares | (15,000) |
Vested (in shares) | shares | (115,000) |
Unvested at end of period (in shares) | shares | 296,000 |
Weighted-average grant date fair value | |
Granted (in usd per share) | $ / shares | $ 111.11 |
Forfeited (in usd per share) | $ / shares | 85.94 |
Vested (in usd per share) | $ / shares | 84.10 |
Unvested at end of period (in usd per share) | $ / shares | $ 98.75 |
RSUs | |
Number of shares outstanding | |
Unvested at beginning of period (in shares) | shares | 297,000 |
Weighted-average grant date fair value | |
Unvested at beginning of period (in usd per share) | $ / shares | $ 87.05 |
Stockholders' Equity - Unvest_2
Stockholders' Equity - Unvested PSU Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of shares outstanding | |
Granted (in shares) | shares | 129 |
Unvested at end of period (in shares) | shares | 296 |
Weighted-average grant date fair value | |
Granted (in usd per share) | $ / shares | $ 111.11 |
Unvested at end of period (in usd per share) | $ / shares | $ 98.75 |
PSU | |
Number of shares outstanding | |
Unvested at beginning of period (in shares) | shares | 48 |
Granted (in shares) | shares | 44 |
Unvested at end of period (in shares) | shares | 92 |
Weighted-average grant date fair value | |
Unvested at beginning of period (in usd per share) | $ / shares | $ 126.69 |
Granted (in usd per share) | $ / shares | 115.70 |
Unvested at end of period (in usd per share) | $ / shares | $ 121.41 |
Income Taxes - Components (Deta
Income Taxes - Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 8,095 | $ 12,464 | $ 17,473 | $ 14,900 |
Effective tax rates | 16.90% | 18.90% | 17.70% | 12.80% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jul. 01, 2022 | Jun. 30, 2023 | Jul. 01, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rates | 16.90% | 18.90% | 17.70% | 12.80% |
Federal statutory rate | 21% |
Related Party Transactions (Det
Related Party Transactions (Details) - SCA $ in Thousands | Jul. 22, 2020 USD ($) |
Related Party Transaction [Line Items] | |
Call option to acquire remaining interest | 20% |
Cash consideration | $ 24,975 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Feb. 17, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Mar. 03, 2023 | Dec. 30, 2022 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 385,999 | $ 385,999 | $ 323,978 | ||
CWH Blocker Corp | |||||
Business Acquisition [Line Items] | |||||
Net assets | 756 | 756 | |||
Intangibles | 4,337 | 4,337 | $ 48,663 | ||
Goodwill | 5,093 | 5,093 | $ 62,010 | ||
Acquisition cost | 38 | 925 | |||
Revenue | 19,748 | 26,685 | |||
Net loss | $ (4,509) | $ (6,548) | |||
CWH Blocker Corp | Minimum | |||||
Business Acquisition [Line Items] | |||||
Useful life | 2 years | ||||
CWH Blocker Corp | Maximum | |||||
Business Acquisition [Line Items] | |||||
Useful life | 7 years |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Mar. 03, 2023 | Jun. 30, 2023 | Dec. 30, 2022 |
Fair market values | |||
Goodwill | $ 385,999 | $ 323,978 | |
CWH Blocker Corp | |||
Acquisition consideration | |||
Cash consideration | $ 130,918 | ||
Total consideration at closing | 130,918 | ||
Fair market values | |||
Inventory | 23,266 | ||
Other current and non-current assets | 4,233 | ||
Property, plant and equipment | 3,529 | ||
Lease right-of-use assets | 4,718 | ||
Intangibles | 48,663 | 4,337 | |
Goodwill | 62,010 | $ 5,093 | |
Total assets acquired | 146,419 | ||
Accounts payable and accrued expenses | 10,783 | ||
Current portion of lease liabilities | 1,694 | ||
Lease liabilities | 3,024 | ||
Total liabilities assumed | 15,501 | ||
Purchase price allocation | $ 130,918 |