Cover
Cover - shares | 9 Months Ended | |
Sep. 27, 2024 | Oct. 24, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 27, 2024 | |
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 $0.001 per share | |
Trading Symbol | FOXF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 41,683,396 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001424929 | |
Current Fiscal Year End Date | --01-03 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 27, 2024 | Dec. 29, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 89,241 | $ 83,642 |
Accounts receivable (net of allowances of $1,901 and $1,158, respectively) | 192,539 | 171,060 |
Inventory | 401,363 | 371,841 |
Prepaids and other current assets | 128,026 | 141,512 |
Total current assets | 811,169 | 768,055 |
Property, plant and equipment, net | 243,215 | 237,192 |
Lease right-of-use assets | 108,054 | 84,317 |
Deferred tax assets | 21,554 | 21,297 |
Goodwill | 635,991 | 636,565 |
Other assets | 12,721 | 11,525 |
Total assets | 2,288,259 | 2,242,298 |
Current liabilities: | ||
Accounts payable | 134,554 | 104,150 |
Accrued expenses | 93,874 | 103,400 |
Current portion of long-term debt | 24,286 | 14,286 |
Total current liabilities | 252,714 | 221,836 |
Revolver | 210,000 | 370,000 |
Other liabilities | 94,343 | 69,459 |
Long-term debt less current portion | 534,144 | 359,242 |
Total liabilities | 1,091,201 | 1,020,537 |
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 September 27, 2024 and December 29, 2023 | 0 | 0 |
Common stock, $0.001 par value — $90,000 authorized; $42,573 shares issued and $41,683 outstanding as of September 27, 2024; $42,844 shares issued and $41,954 outstanding as of December 29, 2023 | 42 | 42 |
Additional paid-in capital | 336,231 | 348,346 |
Treasury stock, at cost; $890 common shares as of September 27, 2024 and December 29, 2023 | (13,754) | (13,754) |
Accumulated other comprehensive (loss) income | (1,055) | 9,041 |
Retained earnings | 875,594 | 878,086 |
Total stockholders’ equity | 1,197,058 | 1,221,761 |
Total liabilities and stockholders’ equity | 2,288,259 | 2,242,298 |
Trademarks and brands | ||
Current assets: | ||
Trademarks and brands, net | 265,876 | 273,293 |
Customer and distributor relationships | ||
Current assets: | ||
Trademarks and brands, net | 165,775 | 184,269 |
Core technologies | ||
Current assets: | ||
Trademarks and brands, net | $ 23,904 | $ 25,785 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 27, 2024 | Dec. 29, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,901 | $ 1,158 |
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) | 42,573,000 | 42,844,000 |
Common stock, shares outstanding (in shares) | 41,683,000 | 41,954,000 |
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 | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Income Statement [Abstract] | ||||
Net sales | $ 359,121 | $ 331,117 | $ 1,041,084 | $ 1,131,683 |
Cost of sales | 251,642 | 223,890 | 719,484 | 759,132 |
Gross profit | 107,479 | 107,227 | 321,600 | 372,551 |
Operating expenses: | ||||
Sales and marketing | 29,103 | 24,439 | 89,828 | 74,664 |
Research and development | 16,103 | 8,904 | 45,331 | 39,374 |
General and administrative | 32,436 | 25,710 | 106,819 | 89,692 |
Amortization of purchased intangibles | 11,035 | 6,809 | 33,355 | 19,982 |
Total operating expenses | 88,677 | 65,862 | 275,333 | 223,712 |
Income from operations | 18,802 | 41,365 | 46,267 | 148,839 |
Interest expense | 14,228 | 3,466 | 41,422 | 11,405 |
Other income, net | (456) | (878) | (458) | (318) |
Income before income taxes | 5,030 | 38,777 | 5,303 | 137,752 |
Provision (benefit) for income taxes | 250 | 3,484 | (1,388) | 20,957 |
Net income | $ 4,780 | $ 35,293 | $ 6,691 | $ 116,795 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.11 | $ 0.83 | $ 0.16 | $ 2.76 |
Diluted (in dollars per share) | $ 0.11 | $ 0.83 | $ 0.16 | $ 2.75 |
Weighted-average shares used to compute earnings per share: | ||||
Basic (in shares) | 41,699 | 42,395 | 41,674 | 42,350 |
Diluted (in shares) | 41,724 | 42,510 | 41,719 | 42,497 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 4,780 | $ 35,293 | $ 6,691 | $ 116,795 |
Other comprehensive income (loss) | ||||
Change in net unrealized gains, net of tax effects of $(1,339) and $(1,659) for the three and nine months ended September 27, 2024, respectively, and $(79) and $(440) for the three and nine months ended September 29, 2023, respectively | (5,161) | 782 | (3,363) | 970 |
Reclassification of net gains on interest rate swap to net earnings | (1,779) | (1,063) | (5,339) | (3,189) |
Net change, net of tax effects | (6,940) | (281) | (8,702) | (2,219) |
Foreign currency translation adjustments | 2,487 | (2,423) | (1,394) | (2,538) |
Other comprehensive (loss) income | (4,453) | (2,704) | (10,096) | (4,757) |
Comprehensive income (loss) | $ 327 | $ 32,589 | $ (3,405) | $ 112,038 |
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. 30, 2022 | 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 (loss) income | (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 | 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 (loss) income | (4,757) | |||||
Net income | 116,795 | |||||
Ending Balance (in shares) at Sep. 29, 2023 | 43,270 | 890 | ||||
Ending balance at Sep. 29, 2023 | 1,241,303 | $ 42 | $ (13,754) | 364,118 | 10,025 | 880,872 |
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 (loss) income | 399 | 399 | ||||
Net income | 39,735 | 39,735 | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 43,244 | 890 | ||||
Ending balance at Jun. 30, 2023 | 1,205,801 | $ 42 | $ (13,754) | 361,205 | 12,729 | 845,579 |
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) | 26 | |||||
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding | (945) | (945) | ||||
Stock-based compensation expense | 3,858 | 3,858 | ||||
Other comprehensive (loss) income | (2,704) | (2,704) | ||||
Net income | 35,293 | 35,293 | ||||
Ending Balance (in shares) at Sep. 29, 2023 | 43,270 | 890 | ||||
Ending balance at Sep. 29, 2023 | $ 1,241,303 | $ 42 | $ (13,754) | 364,118 | 10,025 | 880,872 |
Beginning Balance (in shares) at Dec. 29, 2023 | 41,954 | 42,844 | 890 | |||
Beginning balance at Dec. 29, 2023 | $ 1,221,761 | $ 42 | $ (13,754) | 348,346 | 9,041 | 878,086 |
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) | 40 | |||||
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding | (1,315) | (1,315) | ||||
Purchase and retirement of common stock (in shares) | (378) | |||||
Purchase and retirement of common stock | (25,159) | (16,077) | (9,082) | |||
Stock-based compensation expense | 3,906 | 3,906 | ||||
Other comprehensive (loss) income | (3,208) | (3,208) | ||||
Net income | (3,496) | (3,496) | ||||
Ending Balance (in shares) at Mar. 29, 2024 | 42,506 | 890 | ||||
Ending balance at Mar. 29, 2024 | $ 1,192,489 | $ 42 | $ (13,754) | 334,860 | 5,833 | 865,508 |
Beginning Balance (in shares) at Dec. 29, 2023 | 41,954 | 42,844 | 890 | |||
Beginning balance at Dec. 29, 2023 | $ 1,221,761 | $ 42 | $ (13,754) | 348,346 | 9,041 | 878,086 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive (loss) income | (10,096) | |||||
Net income | $ 6,691 | |||||
Ending Balance (in shares) at Sep. 27, 2024 | 41,683 | 42,574 | 890 | |||
Ending balance at Sep. 27, 2024 | $ 1,197,058 | $ 42 | $ (13,754) | 336,231 | (1,055) | 875,594 |
Beginning Balance (in shares) at Mar. 29, 2024 | 42,506 | 890 | ||||
Beginning balance at Mar. 29, 2024 | 1,192,489 | $ 42 | $ (13,754) | 334,860 | 5,833 | 865,508 |
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) | 67 | |||||
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding | (1,229) | (1,229) | ||||
Purchase and retirement of common stock (in shares) | 0 | |||||
Purchase and retirement of common stock | (52) | 0 | (52) | |||
Stock-based compensation expense | 2,203 | 2,203 | ||||
Other comprehensive (loss) income | (2,435) | (2,435) | ||||
Net income | 5,407 | 5,407 | ||||
Ending Balance (in shares) at Jun. 28, 2024 | 42,573 | 890 | ||||
Ending balance at Jun. 28, 2024 | 1,196,383 | $ 42 | $ (13,754) | 335,834 | 3,398 | 870,863 |
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) | 1 | |||||
Issuance of common stock under equity compensation plans, net of shares repurchased for income tax withholding | (68) | (68) | ||||
Purchase and retirement of common stock (in shares) | 0 | |||||
Purchase and retirement of common stock | (49) | 0 | (49) | |||
Stock-based compensation expense | 465 | 465 | ||||
Other comprehensive (loss) income | (4,453) | (4,453) | ||||
Net income | $ 4,780 | 4,780 | ||||
Ending Balance (in shares) at Sep. 27, 2024 | 41,683 | 42,574 | 890 | |||
Ending balance at Sep. 27, 2024 | $ 1,197,058 | $ 42 | $ (13,754) | $ 336,231 | $ (1,055) | $ 875,594 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2024 | Sep. 29, 2023 | |
OPERATING ACTIVITIES: | ||
Net income | $ 6,691 | $ 116,795 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 61,699 | 43,519 |
Provision for inventory reserve | 2,685 | 3,906 |
Stock-based compensation | 6,574 | 14,042 |
Amortization of inventory fair value step-up | 4,485 | 9,903 |
Amortization of loan fees | 2,572 | 679 |
Amortization of deferred gains on prior swap settlements | (3,189) | (3,189) |
Loss on disposal of property and equipment | 55 | 372 |
Deferred taxes | (752) | (512) |
Increase (Decrease) in Operating Capital [Abstract] | ||
Accounts receivable | (21,825) | 53,299 |
Inventory | (28,997) | 20,411 |
Income taxes | (25,270) | (20,384) |
Prepaids and other assets | 9,911 | (53,502) |
Accounts payable | 24,154 | (51,389) |
Accrued expenses and other liabilities | 11,318 | (7,265) |
Net cash provided by operating activities | 50,111 | 126,685 |
INVESTING ACTIVITIES: | ||
Acquisitions of businesses, net of cash acquired | (5,041) | (130,918) |
Acquisition of other assets, net of cash acquired | (5,344) | (2,432) |
Purchases of property and equipment | (32,087) | (32,048) |
Net cash used in investing activities | (42,472) | (165,398) |
FINANCING ACTIVITIES: | ||
Proceeds from revolver | 169,000 | 210,000 |
Payments on revolver | (329,000) | (220,000) |
Proceeds from issuance of debt | 200,000 | 0 |
Repayment of term debt | (13,214) | 0 |
Purchase and retirement of common stock | (25,000) | 0 |
Repurchases from stock compensation program, net | (2,613) | (6,163) |
Deferred debt issuance/modification costs | (855) | 0 |
Net cash used in financing activities | (1,682) | (16,163) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (358) | 257 |
CHANGE IN CASH AND CASH EQUIVALENTS | 5,599 | (54,619) |
CASH AND CASH EQUIVALENTS—Beginning of period | 83,642 | 145,250 |
CASH AND CASH EQUIVALENTS—End of period | 89,241 | 90,631 |
Interest and Income Taxes Paid [Abstract] | ||
Income tax payment | 24,641 | 42,017 |
Interest | 43,389 | 14,608 |
Amounts included in the measurement of lease liabilities | 13,961 | 10,026 |
Cash Flow, Noncash Operating Activities Disclosure [Abstract] | ||
Right-of-use assets obtained in exchange for lease obligations | 38,719 | 28,812 |
Capital expenditures included in accounts payable | $ 947 | $ 756 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax effects | $ (1,339) | $ (79) | $ (1,659) | $ (440) |
Description of the Business, Ba
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 27, 2024 | |
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. In addition, we also offer premium baseball and softball gear and equipment. Certain 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 and through direct-to-customer channels. 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 consolidated 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 29, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 23, 2024. 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 2024 and 2023, the Company’s fiscal year will end or has ended on January 3, 2025 and December 29, 2023, respectively. The 12-month periods ended January 3, 2025 and December 29, 2023, will include or have included 53 and 52 weeks, respectively. The three and nine-month periods ended September 27, 2024 and September 29, 2023 each included 13 weeks and 39 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 29, 2023, as filed with the SEC on February 23, 2024 that 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, bikes, and baseball and softball gear and equipment. 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 all Stellantis chassis, however that deposit is refunded when the chassis is sold through to the end customer. For other chassis, the Company entered into floorplan financing agreements, in which the Company pays interest expense based on the duration of time the chassis stay on the Company's premises. Revenues generated from custom upfit packages from the Outside Van subsidiary generally include the vehicle chassis, of which the Company has the risks and rewards of ownership and are recognized over-time as work is performed based on actual costs incurred. We elected as a practical expedient to not capitalize the incremental costs to obtain contracts with customers since the amortization period would have been one year or less. 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 determined that, as of the end of the first quarter of fiscal year 2024, due to the manner in which we began to operate the business to further drive long term value to our stockholders and customers, we have three operating and reportable segments. 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 (“CODM”) in deciding how to allocate resources and in assessing performance. The CODM for the Company is the Chief Executive Officer. Starting in March 2024, the Chief Executive Officer reviews additional financial information by operating and reportable segment 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 reclassified certain prior period amounts within our condensed consolidated balance sheets, condensed consolidated statements of other comprehensive income, and condensed consolidated statements of cash flows. The reclassifications did not have any impact on net income. As of December 29, 2023, the Company classified all of its outstanding balance of the Incremental Term A Loan as non-current based on prepaying our required quarterly amortizing principal amounts for all of fiscal 2024. The prepayment was applied pro-rata to all future quarterly amounts instead. The Company analyzed the materiality of this accidental misclassification of current and non-current debt using Staff Accounting Bulletin No. 99 and concluded that in light of surrounding circumstances, this item would not have altered the judgement of a reasonable person relying on the Annual Report on Form 10-K. The current and non-current debt balances as of December 29, 2023 within our condensed consolidated balance sheets in this Quarterly Report on Form 10-Q are recast to reflect the correct classification. The recast did not have any impact on net income. Certain Significant Risks and Uncertainties - As of September 27, 2024, 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. Impacts from international geopolitical conflicts, including continuing tensions between Taiwan and China, the Russian invasion of Ukraine, and the Israel-Palestine conflict, on the global economy, energy supplies and raw materials may prove to negatively impact the Company’s business and operations. 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 current portion of long-term debt approximate their fair values due to their short-term nature. The carrying amounts of the Company’s revolver and long-term debt, excluding current portion, approximate their fair values because the interest rates vary with the market. Non-GAAP Financial Measures - Total adjusted EBITDA presents the sum of the results of our three operating segments and unallocated corporate expenses on a consolidated basis. We believe that total adjusted EBITDA is an operating performance measure that measures operating results unaffected by differences in capital structures, capital investment cycles, and ages of related assets among otherwise comparable companies. In reviewing our corporate operating results, we also believe it is important to review the aggregate consolidated performance of all of our segments on the same basis we review the performance of each of our segments and draw comparisons between periods based on the same measure of consolidated performance. Management believes investors’ understanding of our performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations from one period to the next and would ordinarily add back items that are not part of normal day-to-day operations of our business. By providing total adjusted EBITDA, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. However, total adjusted EBITDA is not a measurement of financial performance under U.S. GAAP, and our total adjusted EBITDA may not be comparable to similarly titled measures of other companies. Total adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. For example, total adjusted EBITDA: • does not reflect the Company’s cash expenditures or requirements for capital expenditures or capital commitments; • does not reflect changes in, or cash requirements for, the Company's working capital needs; and • does not reflect any costs related to the current or future replacement of assets being depreciated or amortized. We also use total adjusted EBITDA: • as a measure of operating performance to assist us in comparing our operating performance on a consistent basis because it removes the impact of items not directly resulting from our core operations; • for planning purposes, including the preparation of our internal annual operating budgets and financial projections; • to evaluate the performance and effectiveness of our operational strategies; and • as a basis to calculate incentive compensation payments for our key employees. Please see Note 16 – Segment Information for our definition of adjusted EBITDA. Under ASC 280, adjusted EBITDA is our measure of segment profitability and financial performance of our operating segments, and when used in this context, the term adjusted EBITDA is a financial measure prepared in accordance with U.S. GAAP. Adjusted EBITDA reported for the Company on a consolidated basis is a non-U.S. GAAP financial measure. Recent Accounting Pronouncements 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 adopted the annual disclosure requirements, except for the annual rollforward, in the Company’s 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. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 require disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. These amendments do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis. The Company plans to adopt ASU 2023-07 in the Annual Report on Form 10-K for fiscal year 2024 ending January 3, 2025 and subsequent interim periods. The adoption is not expected to have a material impact on the Company’s financial conditions and results of operations. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures. |
Revenues
Revenues | 9 Months Ended |
Sep. 27, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The following table summarizes total net sales by segment: For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Powered Vehicles Group $ 109,336 $ 123,076 $ 345,244 $ 405,519 Aftermarket Applications Group 100,283 136,039 309,264 430,391 Specialty Sports Group 149,502 72,002 386,576 295,773 Total net sales $ 359,121 $ 331,117 $ 1,041,084 $ 1,131,683 The following table summarizes total net sales by sales channel: For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 OEM $ 161,270 $ 155,632 $ 450,378 $ 570,550 Aftermarket/Non-OEM (1) 197,851 175,485 590,706 561,133 Total net sales $ 359,121 $ 331,117 $ 1,041,084 $ 1,131,683 (1) Aftermarket/non-OEM sales include sales to dealers and dealerships, distributors, sales through our websites, retail sales and various others, including Marucci’s sales within each of these. The following table summarizes total net sales generated by geographic location of the customer: For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 North America $ 264,808 $ 268,703 $ 827,623 $ 864,612 Europe 53,789 31,958 118,563 147,082 Asia 34,581 25,540 79,066 104,399 Rest of the world 5,943 4,916 15,832 15,590 Total net sales $ 359,121 $ 331,117 $ 1,041,084 $ 1,131,683 |
Inventory
Inventory | 9 Months Ended |
Sep. 27, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following: September 27, 2024 December 29, 2023 Raw materials $ 250,696 $ 217,888 Work-in-process 11,012 8,813 Finished goods 139,655 145,140 Total inventory $ 401,363 $ 371,841 |
Prepaids and Other Assets
Prepaids and Other Assets | 9 Months Ended |
Sep. 27, 2024 | |
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: September 27, 2024 December 29, 2023 Prepaid chassis deposits $ 89,017 $ 108,866 Advanced payments and prepaid contracts 20,526 14,025 Other current assets 18,483 18,621 Total $ 128,026 $ 141,512 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 9 Months Ended |
Sep. 27, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment, net consisted of the following: September 27, 2024 December 29, 2023 Machinery and manufacturing equipment $ 162,925 $ 149,502 Building and building improvements 82,874 77,998 Leasehold improvements 41,798 38,115 Internal-use computer software 38,853 35,518 Information systems, office equipment and furniture 30,184 26,972 Transportation equipment 20,896 15,505 Land and land improvements 15,028 14,692 Total property, plant and equipment 392,558 358,302 Less: accumulated depreciation and amortization (149,343) (121,110) Total property, plant and equipment, net $ 243,215 $ 237,192 The Company’s long-lived assets by geographic location are as follows: September 27, 2024 December 29, 2023 United States $ 202,944 $ 198,033 International 40,271 39,159 Total long-lived assets $ 243,215 $ 237,192 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 27, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: September 27, 2024 December 29, 2023 Payroll and related expenses $ 28,743 $ 17,988 Income tax payable — 21,743 Warranty 22,498 20,001 Current portion of lease liabilities 16,637 14,115 Accrued sales rebate 11,121 11,885 Other accrued expenses 14,875 17,668 Total $ 93,874 $ 103,400 The Company generally provides a limited warranty for products for a one, two or three-year period beginning on: (i) in the case of OEM sales, the date the bike or powered vehicle is purchased from an authorized OEM where the product is incorporated as original equipment on the purchased bike or powered vehicle; (ii) in the case of aftermarket/non-OEM sales, the date the product is originally purchased from an authorized dealer; or (iii) in the case of upfitting sales, the date of the retail sale to an end customer. Activity related to warranties is as follows: For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Beginning warranty liability $ 20,693 $ 19,751 $ 20,001 $ 17,071 Charge to cost of sales 5,623 4,152 15,112 12,763 Fair value of warranty assumed in acquisition — — — 100 Costs incurred (3,818) (3,862) (12,615) (9,893) Ending warranty liability $ 22,498 $ 20,041 $ 22,498 $ 20,041 *All changes to warranty liability were within normal course of business. |
Debt
Debt | 9 Months Ended |
Sep. 27, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt 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”). 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 revolver 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%. On November 14, 2023, in connection and concurrently with the closing of the Marucci acquisition (as discussed in Note 15 - Acquisit ions ), the Company entered into the First Incremental Facility Amendment (the “Amendment”) amending the 2022 Credit Facility. The Amendment provided the Company with a term loan in an amount of $400,000 (the “Incremental Term A Loan”) and a delayed draw term loan in an amount of $200,000 (the “Delayed Draw Term Loan” and, together with the Incremental Term A Loan, the “Incremental Term Loans”), each of which are permitted under the 2022 Credit Facility, subject to satisfaction of certain conditions. The Incremental Term A Loan was fully funded on November 14, 2023 and used to fund a portion of the consideration owed under the Marucci acquisition. The Delayed Draw Term Loan was available to the Company from and including December 6, 2023, until the earlier of (a) May 14, 2024 and (b) the date on which the Delayed Draw Term commitments have been terminated. Each Incremental Term Loan is subject to quarterly amortization payments of principal at a rate of 5.00% per annum. The Incremental Term Loans are in the form of term SOFR loans and base rate loans, at the option of the Company, and have an applicable margin ranging from 0.50% to 1.50% for base rate loans and 1.50% to 2.50% for term SOFR loans, subject to adjustment provisions. Each Incremental Term Loan has a maturity date of April 5, 2027, consistent with the 2022 Credit Facility. The Company paid $10,063 in debt issuance costs, of which $6,709 were allocated to the Term A Loan and $3,354 were allocated to the Delayed Draw Term Loan. Loan fees allocated to the Term A Loan are amortized using the interest method over the term of the Credit Facility. Loan fees allocated to the Delayed Draw Term Loan were deferred as an asset until the debt was drawn. On May 13, 2024, the Company borrowed the full amount of $200,000 of the Delayed Draw Term Loan. The fees were reclassified to a contra-liability account and amortized over the term of the drawn debt using the interest method. On July 31, 2024, the Company entered into the Third Amendment to the Credit Facility to secure an improved covenant profile on its capital structure to provide more flexibility given the uncertain macro environment. At September 27, 2024, the one-month SOFR and three-month SOFR rates were 5.21% and 5.33%, respectively. At September 27, 2024, our weighted-average interest rate on outstanding borrowing was 6.30%. 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 September 27, 2024. The following table summarizes the revolver under the 2022 Credit Facility: September 27, 2024 December 29, 2023 Amount outstanding $ 210,000 $ 370,000 Standby letters of credit 171 — Available borrowing capacity 439,829 280,000 Total borrowing capacity $ 650,000 $ 650,000 As of September 27, 2024, future principal payments for term loan debt, including the current portion, are summarized as follows: For fiscal year September 27, 2024 2024 (remaining 3 months) $ 6,071 2025 24,286 2026 24,286 2027 512,143 Total $ 566,786 Debt issuance cost (8,356) Long-term debt, net of issuance cost 558,430 Less: current portion (24,286) Long-term debt less current portion $ 534,144 On April 5, 2022, the Company executed an interest rate swap agreement and, subsequently, on August 26, 2024, the Company entered into three additional interest rate swap agreements. Through the swap agreements, the Company hedges the variability of cash flows in interest payments associated with the first $500,000 of its variable rate debt. Refer to Note 9 - Derivatives and Hedging for further details. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 27, 2024 | |
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 - On February 20, 2024, a complaint alleging violations of federal securities laws and seeking certification as a class action was filed against the Company and certain of its current and former officers in the United States District Court for the Northern District of Georgia in Atlanta. On August 16, 2024, the plaintiff filed an amended complaint that purports to seek damages on behalf of a putative class of persons who purchased the Company’s common stock between May 6, 2021 and November 2, 2023. The amended complaint asserts claims under Sections 10(b) and 20 of the Securities Exchange Act and alleges that the Company and certain current and former officers made material misstatements and omissions to investors regarding demand for the Company’s products and its inventory levels. The amended complaint generally seeks money damages, interest, attorneys’ fees, and other costs. The defendants deny all allegations of wrongdoing, believe the plaintiff’s positions are without merit, and intend to vigorously defend themselves. On October 15, 2024, the defendants filed a motion to dismiss the amended complaint. Per the Court’s scheduling order, the plaintiff will file his opposition by December 13, 2024, and defendants will reply by January 13, 2025. On October 9, 2024, and October 29, 2024, two stockholder derivative complaints were filed in the United States District Court for the Northern District of Georgia against certain of the Company’s officers and its directors, with the Company named as a nominal defendant. The cases are assigned to the same judge presiding over the securities fraud class action. The complaints are premised on substantially the same factual allegations as the securities fraud class action, but in these complaints, the plaintiff claims that the Company’s officers and directors breached their fiduciary duties or otherwise engaged in wrongdoing by allowing the underlying securities fraud to occur. The defendants deny all allegations of wrongdoing, believe the plaintiffs’ claims are without merit, and intend to vigorously defend themselves. Bailment Pool Arrangements - The Company has relationships with several OEM partners, including General Motors (“GM”), Ford Motor Company (“Ford”), and Stellantis to obtain truck chassis. For Stellantis 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 are transferred to the dealer customer’s floor plan, at which time the cash deposit is returned to the Company. For GM and Ford, the Company has entered into floor plan financing agreements with the OEM. The Company receives an allocation of chassis and pays interest expense on the allocated value of chassis 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 September 27, 2024 and December 29, 2023, the Company utilized $37,398 and $9,036, out of a maximum of $51,100 and $49,400 of Ford allocation of chassis, respectively, and $9,453 and $11,362, respectively, out of a maximum of $49,500 and $100,000 GM allocation of chassis. The Company incurred interest expense related to chassis on hand of $374 and $450 during the three months ended September 27, 2024 and December 29, 2023, respectively, and $789 and $3,359 during the nine months ended September 27, 2024 and December 29, 2023, respectively. |
Derivatives and Hedging
Derivatives and Hedging | 9 Months Ended |
Sep. 27, 2024 | |
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. The Company hedges the variability of cash flows in interest payments associated with the first $500,000 of its variable rate debt through the interest rate swaps. As of September 27, 2024 and December 29, 2023, the Company had the following interest rate swap contracts: September 27, 2024 December 29, 2023 Effective Date Termination Date Notional Amount Unrealized Gain (Loss) in AOCI Unrealized Gain in AOCI September 2, 2020 June 11, 2021 $200,000 $ 39 $ 104 July 2, 2021 April 5, 2022 $200,000 1,889 5,013 April 5, 2022 April 5, 2027 $100,000 1,411 3,394 September 20, 2024 December 26, 2025 $100,000 (318) — September 20, 2024 December 25, 2026 $200,000 (928) — September 20, 2024 September 21, 2029 $100,000 (626) — Total $ 1,467 $ 8,511 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, or AOCI, and amortized into earnings over the term of the associated debt instrument. On August 26, 2024, the Company entered into new interest rate swap agreements with an aggregate notional amount of $400,000. The interest rate swaps are indexed to a three-month Term SOFR as defined in the agreements. The interest rate swaps met the criteria as cash flow hedges under ASC 815, Derivatives and Hedging (“ASC 815”), and are 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 unrealized gains and losses net of tax, deferred to accumulated other comprehensive income resulting from the derivative instruments designated as cash flow hedges for the three and nine months ended September 27, 2024 were net losses of $5,161 and $3,363, respectively; and for the three and nine months ended September 29, 2023 were gains of $782 and $970, respectively. The reclassifications of unrealized gains from accumulated other comprehensive income into earnings related to the derivative instruments designated as cash flow hedges during the three and nine months ended September 27, 2024 were $1,779 and $5,339, respectively; and during the three and nine months ended September 29, 2023 were $1,063 and $3,189, respectively. Over the next 12 months, the Company estimates that $9,032 will be reclassified as a decrease to interest expense related to the interest rate swap contracts. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 9 Months Ended |
Sep. 27, 2024 | |
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: September 27, 2024 December 29, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Deferred Compensation Plan Investments $ 4,410 — — $ 4,410 $ 3,794 — — 3,794 Interest Rate Swaps — 1,411 — 1,411 — 3,394 — 3,394 Total assets measured at fair value $ 4,410 $ 1,411 $ — $ 5,821 $ 3,794 $ 3,394 $ — $ 7,188 Liabilities: Incremental Term Loans $ — $ 558,430 $ — $ 558,430 $ — $ 373,528 $ — $ 373,528 Revolver — 210,000 — 210,000 — 370,000 — 370,000 Interest Rate Swaps — 1,872 — 1,872 — — — — Total liabilities measured at fair value $ — $ 770,302 $ — $ 770,302 $ — $ 743,528 $ — $ 743,528 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 nine months ended September 27, 2024. As of September 27, 2024, the carrying amount of the principal under the Company’s 2022 Credit Facility - Incremental Term Loans and Revolver approximated fair value because they had variable interest rates that reflected market changes in interest rates and changes in the Company’s net leverage ratio. The Company mitigate the cash flow risk associated with changes in interest rates on its variable rate debt through interest rate swap agreements. Refer to Note 9 - Derivatives and Hedging for additional details of the agreement. In accordance with ASC 815, interest rate swap contracts are recognized as assets or liabilities on the condensed consolidated balance sheets and are measured at fair values. The fair values were estimated based on expected cash flows over the life of the swaps. These expected cash flows were determined using a pricing model that incorporated reasonable assumptions and available market data. The Company invests in marketable securities to mitigate the risk associated with the investment return on the non-qualified deferred compensation plan provided to executives and non-employee directors. The investments are recorded as cash and cash equivalents at their quoted market price. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 27, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Share Repurchase Plan On November 1, 2023, the Company’s Board of Directors authorized a share repurchase plan for up to $300,000 in shares of the Company’s common stock, par value $0.001 per share. The share repurchase program is scheduled to expire on November 1, 2028. Repurchases of shares of common stock under the stock repurchase plan will be made in accordance with applicable securities laws and may be made under a variety of methods, which may include open market purchases. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion. There were no repurchases of common stock during the three months ended September 27, 2024. During the nine months ended September 27, 2024, the Company repurchased approximately 378 shares for $25,000, at an average price of $66.03. All repurchased shares were immediately retired. The aggregate cost of share repurchases and average price paid per share exclude 1% excise tax on share repurchases imposed as part of the Inflation Reduction Act of 2022. Common stock was reduced by the number of shares retired at $0.001 par value per share. The excess purchase price over par value was allocated between additional paid-in capital and retained earnings. As of September 27, 2024, authorized repurchases of $250,000 remain available to the Company. 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 nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Cost of sales $ 324 $ 330 $ 880 $ 903 Sales and marketing 244 418 912 1,096 Research and development 266 331 892 834 General and administrative (369) 2,779 3,890 11,209 Total $ 465 $ 3,858 $ 6,574 $ 14,042 The Company grants both time-based and performance-based stock awards, which also include a time-based vesting feature. Compensation expense for time-based stock awards is measured at the grant date based on the closing market price of the Company’s common stock and recognized ratably over the vesting period. For performance-based stock awards, compensation expense is measured based on estimates of the number of shares ultimately expected to vest at each reporting date based on management’s expectations regarding the relevant performance criteria. The recognition of compensation expense associated with performance-based stock awards requires defined criteria for assessing achievement and judgment in assessing the probability of meeting the performance goals. The following table summarizes the activity for the Company’s unvested restricted stock units (“RSUs”) for the nine months ended September 27, 2024: Unvested RSUs Number of shares outstanding Weighted-average grant date fair value Unvested at December 29, 2023 248 $ 100.09 Granted 331 $ 45.92 Canceled (27) $ 80.15 Vested (137) $ 94.75 Unvested at September 27, 2024 415 $ 59.99 As of September 27, 2024, the Company had approximately $19,175 of unrecognized stock-based compensation expense related to RSUs, which will be recognized over the remaining weighted-average vesting period of approximately 2.04 years. During the nine months ended September 27, 2024, the Company issued performance-based restricted stock units (“PSUs”) to certain executives that represent shares potentially issuable in the future. Issuance is based upon the Company’s performance, over a three-year performance period, against an adjusted EBITDA margin target. 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 Company also issued PSUs to certain executives and non-executives based upon the Company’s performance, over a four-year performance period, against a trailing 12-month revenue target. These revenue-growth 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 either 0% or 100% 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 nine months ended September 27, 2024: Unvested PSUs Number of shares outstanding Weighted-average grant date fair value Unvested at December 29, 2023 70 $ 116.54 Granted 225 $ 46.78 Canceled (17) $ 52.89 Unvested at September 27, 2024 278 $ 64.01 |
Net (loss) Earnings Per Share
Net (loss) Earnings Per Share | 9 Months Ended |
Sep. 27, 2024 | |
Earnings Per Share [Abstract] | |
Net (loss) Earnings Per Share | Earnings Per Share Basic earnings per share amounts are computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share amounts are computed by dividing net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. Potentially dilutive common shares include shares issuable upon the exercise of outstanding stock options and vesting of RSUs and PSUs, which are reflected in diluted earnings per share by application of the treasury stock method. The Company excluded 198 and 134 shares from the calculation of diluted earnings per share for the three and nine months ended September 27, 2024, and 3 shares for the nine months ended September 29, 2023, respectively, as these shares would have been antidilutive. No potentially antidilutive shares were excluded from the calculation of diluted earnings per share for the three months ended September 29, 2023. The following table presents the calculation of basic and diluted earnings per share: For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Net income $ 4,780 $ 35,293 $ 6,691 $ 116,795 Weighted average shares used to compute basic earnings per share 41,699 42,395 41,674 42,350 Dilutive effect of employee stock plans 25 115 45 147 Weighted average shares used to compute diluted earnings per share 41,724 42,510 41,719 42,497 Earnings per share: Basic $ 0.11 $ 0.83 $ 0.16 $ 2.76 Diluted $ 0.11 $ 0.83 $ 0.16 $ 2.75 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 27, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Provision (benefit) for income taxes $ 250 $ 3,484 $ (1,388) $ 20,957 Effective tax rates 5.0 % 9.0 % (26.2) % 15.2 % For the three months ended September 27, 2024, the difference between the Company’s effective tax rate of 5.0% and the 21% federal statutory rate was due to a benefit from the U.S. research and development tax credit, offset by the impact of discrete items on lower levels of pre-tax income, including a modification of the tax treatment of certain research and development expenditures recognized in prior years. For the nine months ended September 27, 2024, the difference between the Company’s effective tax rate of (26.2)% and the 21% federal statutory rate was due to a benefit from the U.S. research and development tax credit, offset by the impact of discrete items on lower levels of pre-tax income, including a modification of the tax treatment of certain research and development expenditures recognized in prior years. For the three months ended September 29, 2023, the difference between the Company’s effective tax rate of 9.0% and the 21% federal statutory rate was due to a benefit from the U.S. research and development tax credit related to multiple periods and lower tax rate on foreign derived intangible income. These benefits were partially offset by other non-deductible expenses and state taxes. For the nine months ended September 29, 2023, the difference between the Company’s effective tax rate of 15.2% and the 21% federal statutory rate resulted primarily from a lower tax rate on foreign derived intangible income and benefit from the U.S. research and development tax credit related to multiple periods. These benefits were partially offset by other non-deductible expenses 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 | 9 Months Ended |
Sep. 27, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | Related Party Transactions On March 3, 2023, the Company acquired all of the outstanding equity interest of Custom Wheel House, LLC (“Custom Wheel House”). Custom Wheel House has building leases for its office facilities in California. The buildings are owned by the former owner of Custom Wheel House, who was an employee of the Company until May 2024. Related-party rent expenses under these leases were $0 and $371 for the three and nine months ended September 27, 2024, and $180 and $360 for the three and nine months ended September 29, 2023. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 27, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of Marucci Sports LLC On November 14, 2023, the Company, through Fox Factory, Inc., acquired 100% of the issued and outstanding stock of Wheelhouse Holdings Inc. (“Wheelhouse”) from Compass Group Diversified Holdings LLC for $567,236, net of cash acquired. Wheelhouse is the parent company of Marucci Sports, LLC (“Marucci”), which is an industry-leading designer, manufacturer, and distributor of premium performance baseball, softball, and other sports-related products. Marucci also develops and licenses franchises for sports training facilities, and its customer base is primarily located in the United States and certain international markets. The Company believes the acquisition advances FOX’s position as a diversified provider of market-leading branded products with a proven ability to win over both professional athletes and passionate consumer bases, while positioning the combined company for future profitable growth. This transaction was accounted for as a business combination. The purchase price of Marucci was preliminarily allocated to the assets acquired and liabilities assumed based on their estimated respective fair values as of November 14, 2023 with the excess purchase price allocated to goodwill. During the nine months ended September 27, 2024, the Company updated the purchase price allocation and recorded adjustments to net assets of $892 and goodwill of $850. The following table summarizes the provisional fair values of the identifiable assets acquired and liabilities assumed at the date of the acquisition: Acquisition consideration Cash consideration, net of cash acquired $ 567,092 Due to sellers 144 Total consideration at closing $ 567,236 Fair market values Accounts receivable $ 31,268 Inventory 52,672 Prepaid and other current assets 1,256 Property, plant and equipment 19,257 Lease right-of-use assets 9,423 Trademarks and brands 174,700 Customer and distributor relationships 83,800 Core technologies 20,600 Goodwill 243,940 Other assets 583 Total assets acquired $ 637,499 Accounts payable $ 13,626 Accrued expenses 10,512 Other current liabilities 1,854 Deferred Taxes 37,282 Other liabilities 6,989 Total liabilities assumed $ 70,263 Purchase price allocation $ 567,236 The gross contractual accounts receivable acquired in the acquisition was $32,455, of which $1,187 was not expected to be collected. The amounts above represent the Company’s provisional fair value estimates related to the acquisition as of November 14, 2023. The Company’s valuation is preliminary and subject to the Company’s validation of deferred taxes. The Company incurred $3,798 of acquisition costs in conjunction with the Marucci acquisition, of which $672 were incurred during the nine months ended September 27, 2024, respectively. These costs are classified as general and administrative expenses in the accompanying consolidated statements of income. Additional debt issuance costs of $6,709 were incurred in association with financing the transaction and are amortized over the term of the Incremental Term Loan A. Refer to Note 7 - Debt for further details. The values assigned to the identifiable intangible assets were determined by discounting the estimated future cash flows associated with these assets to their present value. The goodwill of $243,940 reflects the strategic fit of Marucci with the Company’s operations. The weighted average amortization period of the total acquired intangible assets was 16 years. The weighted average amortization periods of the customer and distributor relationship, trade name and trademark, and developed technology assets were 18, 15, and 13 years, respectively. Goodwill is expected to have an indefinite life and will be subject to impairment testing. The goodwill is not deductible for income tax purposes. Marucci previously purchased intangibles in asset acquisitions with a remaining net tax basis approximating $57,735, which the Company may deduct for income tax purposes. The results of operations for Marucci have been included in the Company's consolidated statements of income since the closing date of the acquisition on November 14, 2023. The total revenue for Marucci for the three and nine months ended September 27, 2024 amounted to $49,631 and $150,848, respectively. The total pre-tax income for Marucci for the three and nine months ended September 27, 2024 amounted to $4,354 and $11,226, respectively. |
Segments
Segments | 9 Months Ended |
Sep. 27, 2024 | |
Segment Reporting [Abstract] | |
Segments | Segment Information Due in part to how we operate our business and to best serve our customers, we manage our activities based on three operating segments: Powered Vehicles Group, Aftermarket Applications Group, and Specialty Sports Group. All of our segments design, engineer and manufacture performance-defining products and systems for customers worldwide. The following is a description of our operating segments. Powered Vehicles Group: This segment operates 2 plants in the United States. Our premium products sold under the FOX brand are for off-road vehicles and trucks, side-by-sides, on-road vehicles with and without off-road capabilities, ATVs, snowmobiles, specialty vehicles and applications, motorcycles, and commercial trucks. These products are sold through both OEM and aftermarket channels. Aftermarket Applications Group: This segment operates 15 plants across the United States. Our range of aftermarket applications products includes premium products under the BDS Suspension, Zone Offroad, JKS Manufacturing, RT Pro UTV, 4x4 Posi-Lok, Ridetech, Tuscany, Outside Van, SCA, and Custom Wheel House brands designed for off-road vehicles and trucks, side-by-sides, on-road vehicles with or without off-road capabilities, specialty vehicles and applications, and commercial trucks. Specialty Sports Group: This segment operates 9 plants and 13 distribution facilities (11 in the United States, 4 in Taiwan, and one facility each in Australia, Canada, Germany, Japan, Sweden, Switzerland, and United Kingdom). Our bike product offerings are used on a wide range of performance mountain bikes, e-bikes and gravel bikes under the FOX, Race Face, Easton Cycling and Marzocchi brands. These products are sold through both OEM and aftermarket channels. Our products for diamond sports include premium baseball and softball equipment under the Marucci, Victus, Lizard Skins, and Baum Bat brands and are sold through dealers and distributors and through direct-to-customer channels. Net sales and expenses are measured in accordance with the policies and procedures described in Note 1 – Business and Summary of Significant Accounting Policies within our 2023 Form 10-K. We measure the profitability and financial performance of our operating segments based on adjusted EBITDA. Adjusted EBITDA provides a measure of our underlying segment results that is in line with our approach to risk management. We define adjusted EBITDA as net income adjusted for (a) interest expense, (b) income tax or tax benefits, (c) amortization including amortization of purchased intangibles, (d) depreciation, (e) stock-based compensation, (f) litigation and settlement related expenses, (g) organizational restructuring expenses, (h) acquisition and integration-related expenses, and (i) strategic transformation costs. Adjusted EBITDA Margin is defined as adjusted EBITDA divided by net sales. Segment asset information is not presented because it is not evaluated by the CODM at the segment level. The tables that follow show selected segment financial information including information for prior comparative periods. Unallocated corporate expenses are corporate overhead expenses that are not directly attributable to one of our business segments and include unallocated occupancy costs for our corporate headquarters, acquisition costs, other benefit and compensation programs, including performance-based compensation, and administrative expenses such as accounting, finance, legal, human resources, and information technology expenses. For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Net sales Powered Vehicles Group $ 109,336 $ 123,076 $ 345,244 $ 405,519 Aftermarket Applications Group 100,283 136,039 309,264 430,391 Specialty Sports Group 149,502 72,002 386,576 295,773 Net sales $ 359,121 $ 331,117 $ 1,041,084 $ 1,131,683 Net income 4,780 35,293 6,691 116,795 Provision (benefit) for income taxes 250 3,484 (1,388) 20,957 Depreciation and amortization 20,845 14,807 61,699 43,519 Non-cash stock-based compensation 465 3,858 6,574 14,042 Litigation and settlement-related expenses 466 654 3,226 2,291 Other acquisition and integration-related expenses (1) 459 1,121 6,092 11,720 Organizational restructuring expenses 723 1,849 1,199 1,849 Strategic transformation costs 266 — 1,520 — Interest and other expense, net 13,772 2,588 40,964 11,087 Adjusted EBITDA $ 42,026 $ 63,654 $ 126,577 $ 222,260 Powered Vehicles Group 8,948 26,385 40,719 67,925 Aftermarket Applications Group 9,394 31,877 38,420 105,986 Specialty Sports Group 36,521 19,727 89,792 95,666 Unallocated corporate expenses (12,837) (14,335) (42,354) (47,317) Adjusted EBITDA $ 42,026 $ 63,654 $ 126,577 $ 222,260 (1) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations and the impact of the finished goods inventory valuation adjustment recorded in connection with the purchase of acquired assets, per period as follows: For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Acquisition related costs and expenses $ 459 $ 113 $ 1,607 $ 1,817 Purchase accounting inventory fair value adjustment amortization — 1,008 4,485 9,903 Other acquisition and integration-related expenses $ 459 $ 1,121 $ 6,092 $ 11,720 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 27, 2024 | Jun. 28, 2024 | Mar. 29, 2024 | Sep. 29, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Pay vs Performance Disclosure | ||||||||
Net income | $ 4,780 | $ 5,407 | $ (3,496) | $ 35,293 | $ 39,735 | $ 41,767 | $ 6,691 | $ 116,795 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 27, 2024 | |
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 | 9 Months Ended |
Sep. 27, 2024 | Sep. 27, 2024 | |
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 consolidated 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 29, 2023 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 23, 2024. 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 2024 and 2023, the Company’s fiscal year will end or has ended on January 3, 2025 and December 29, 2023, respectively. The 12-month periods ended January 3, 2025 and December 29, 2023, will include or have included 53 and 52 weeks, respectively. The three and nine-month periods ended September 27, 2024 and September 29, 2023 each included 13 weeks and 39 weeks, respectively. | |
Principles of Consolidation | Principles of 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, bikes, and baseball and softball gear and equipment. 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 all Stellantis chassis, however that deposit is refunded when the chassis is sold through to the end customer. For other chassis, the Company entered into floorplan financing agreements, in which the Company pays interest expense based on the duration of time the chassis stay on the Company's premises. Revenues generated from custom upfit packages from the Outside Van subsidiary generally include the vehicle chassis, of which the Company has the risks and rewards of ownership and are recognized over-time as work is performed based on actual costs incurred. We elected as a practical expedient to not capitalize the incremental costs to obtain contracts with customers since the amortization period would have been one year or less. 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 determined that, as of the end of the first quarter of fiscal year 2024, due to the manner in which we began to operate the business to further drive long term value to our stockholders and customers, we have three operating and reportable segments. 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 (“CODM”) in deciding how to allocate resources and in assessing performance. The CODM for the Company is the Chief Executive Officer. Starting in March 2024, the Chief Executive Officer reviews additional financial information by operating and reportable segment 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 reclassified certain prior period amounts within our condensed consolidated balance sheets, condensed consolidated statements of other comprehensive income, and condensed consolidated statements of cash flows. The reclassifications did not have any impact on net income. As of December 29, 2023, the Company classified all of its outstanding balance of the Incremental Term A Loan as non-current based on prepaying our required quarterly amortizing principal amounts for all of fiscal 2024. The prepayment was applied pro-rata to all future quarterly amounts instead. The Company analyzed the materiality of this accidental misclassification of current and non-current debt using Staff Accounting Bulletin No. 99 and concluded that in light of surrounding circumstances, this item would not have altered the judgement of a reasonable person relying on the Annual Report on Form 10-K. The current and non-current debt balances as of December 29, 2023 within our condensed consolidated balance sheets in this Quarterly Report on Form 10-Q are recast to reflect the correct classification. The recast did not have any impact on net income. | |
Certain Significant Risks and Uncertainties | Certain Significant Risks and Uncertainties - As of September 27, 2024, 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. Impacts from international geopolitical conflicts, including continuing tensions between Taiwan and China, the Russian invasion of Ukraine, and the Israel-Palestine conflict, on the global economy, energy supplies and raw materials may prove to negatively impact the Company’s business and operations. | |
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 current portion of long-term debt approximate their fair values due to their short-term nature. The carrying amounts of the Company’s revolver and long-term debt, excluding current portion, approximate their fair values because the interest rates vary with the market. Non-GAAP Financial Measures - Total adjusted EBITDA presents the sum of the results of our three operating segments and unallocated corporate expenses on a consolidated basis. We believe that total adjusted EBITDA is an operating performance measure that measures operating results unaffected by differences in capital structures, capital investment cycles, and ages of related assets among otherwise comparable companies. In reviewing our corporate operating results, we also believe it is important to review the aggregate consolidated performance of all of our segments on the same basis we review the performance of each of our segments and draw comparisons between periods based on the same measure of consolidated performance. Management believes investors’ understanding of our performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing our ongoing results of operations. Many investors are interested in understanding the performance of our business by comparing our results from ongoing operations from one period to the next and would ordinarily add back items that are not part of normal day-to-day operations of our business. By providing total adjusted EBITDA, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. However, total adjusted EBITDA is not a measurement of financial performance under U.S. GAAP, and our total adjusted EBITDA may not be comparable to similarly titled measures of other companies. Total adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. For example, total adjusted EBITDA: • does not reflect the Company’s cash expenditures or requirements for capital expenditures or capital commitments; • does not reflect changes in, or cash requirements for, the Company's working capital needs; and • does not reflect any costs related to the current or future replacement of assets being depreciated or amortized. We also use total adjusted EBITDA: • as a measure of operating performance to assist us in comparing our operating performance on a consistent basis because it removes the impact of items not directly resulting from our core operations; • for planning purposes, including the preparation of our internal annual operating budgets and financial projections; • to evaluate the performance and effectiveness of our operational strategies; and • as a basis to calculate incentive compensation payments for our key employees. Please see Note 16 – Segment Information for our definition of adjusted EBITDA. Under ASC 280, adjusted EBITDA is our measure of segment profitability and financial performance of our operating segments, and when used in this context, the term adjusted EBITDA is a financial measure prepared in accordance with U.S. GAAP. Adjusted EBITDA reported for the Company on a consolidated basis is a non-U.S. GAAP financial measure. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 adopted the annual disclosure requirements, except for the annual rollforward, in the Company’s 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. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 require disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. These amendments do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis. The Company plans to adopt ASU 2023-07 in the Annual Report on Form 10-K for fiscal year 2024 ending January 3, 2025 and subsequent interim periods. The adoption is not expected to have a material impact on the Company’s financial conditions and results of operations. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenues | The following table summarizes total net sales by segment: For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Powered Vehicles Group $ 109,336 $ 123,076 $ 345,244 $ 405,519 Aftermarket Applications Group 100,283 136,039 309,264 430,391 Specialty Sports Group 149,502 72,002 386,576 295,773 Total net sales $ 359,121 $ 331,117 $ 1,041,084 $ 1,131,683 The following table summarizes total net sales by sales channel: For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 OEM $ 161,270 $ 155,632 $ 450,378 $ 570,550 Aftermarket/Non-OEM (1) 197,851 175,485 590,706 561,133 Total net sales $ 359,121 $ 331,117 $ 1,041,084 $ 1,131,683 (1) Aftermarket/non-OEM sales include sales to dealers and dealerships, distributors, sales through our websites, retail sales and various others, including Marucci’s sales within each of these. The following table summarizes total net sales generated by geographic location of the customer: For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 North America $ 264,808 $ 268,703 $ 827,623 $ 864,612 Europe 53,789 31,958 118,563 147,082 Asia 34,581 25,540 79,066 104,399 Rest of the world 5,943 4,916 15,832 15,590 Total net sales $ 359,121 $ 331,117 $ 1,041,084 $ 1,131,683 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory consisted of the following: September 27, 2024 December 29, 2023 Raw materials $ 250,696 $ 217,888 Work-in-process 11,012 8,813 Finished goods 139,655 145,140 Total inventory $ 401,363 $ 371,841 |
Prepaids and Other Current Asse
Prepaids and Other Current Assets (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaids and other current assets consisted of the following: September 27, 2024 December 29, 2023 Prepaid chassis deposits $ 89,017 $ 108,866 Advanced payments and prepaid contracts 20,526 14,025 Other current assets 18,483 18,621 Total $ 128,026 $ 141,512 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, plant and equipment, net consisted of the following: September 27, 2024 December 29, 2023 Machinery and manufacturing equipment $ 162,925 $ 149,502 Building and building improvements 82,874 77,998 Leasehold improvements 41,798 38,115 Internal-use computer software 38,853 35,518 Information systems, office equipment and furniture 30,184 26,972 Transportation equipment 20,896 15,505 Land and land improvements 15,028 14,692 Total property, plant and equipment 392,558 358,302 Less: accumulated depreciation and amortization (149,343) (121,110) Total property, plant and equipment, net $ 243,215 $ 237,192 |
Long-lived Assets by Geographic Location | The Company’s long-lived assets by geographic location are as follows: September 27, 2024 December 29, 2023 United States $ 202,944 $ 198,033 International 40,271 39,159 Total long-lived assets $ 243,215 $ 237,192 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following: September 27, 2024 December 29, 2023 Payroll and related expenses $ 28,743 $ 17,988 Income tax payable — 21,743 Warranty 22,498 20,001 Current portion of lease liabilities 16,637 14,115 Accrued sales rebate 11,121 11,885 Other accrued expenses 14,875 17,668 Total $ 93,874 $ 103,400 |
Activity Related to Warranties | Activity related to warranties is as follows: For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Beginning warranty liability $ 20,693 $ 19,751 $ 20,001 $ 17,071 Charge to cost of sales 5,623 4,152 15,112 12,763 Fair value of warranty assumed in acquisition — — — 100 Costs incurred (3,818) (3,862) (12,615) (9,893) Ending warranty liability $ 22,498 $ 20,041 $ 22,498 $ 20,041 *All changes to warranty liability were within normal course of business. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Debt Disclosure [Abstract] | |
Summary of line of credit under 2022 Credit Facility | The following table summarizes the revolver under the 2022 Credit Facility: September 27, 2024 December 29, 2023 Amount outstanding $ 210,000 $ 370,000 Standby letters of credit 171 — Available borrowing capacity 439,829 280,000 Total borrowing capacity $ 650,000 $ 650,000 As of September 27, 2024, future principal payments for term loan debt, including the current portion, are summarized as follows: For fiscal year September 27, 2024 2024 (remaining 3 months) $ 6,071 2025 24,286 2026 24,286 2027 512,143 Total $ 566,786 Debt issuance cost (8,356) Long-term debt, net of issuance cost 558,430 Less: current portion (24,286) Long-term debt less current portion $ 534,144 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | As of September 27, 2024 and December 29, 2023, the Company had the following interest rate swap contracts: September 27, 2024 December 29, 2023 Effective Date Termination Date Notional Amount Unrealized Gain (Loss) in AOCI Unrealized Gain in AOCI September 2, 2020 June 11, 2021 $200,000 $ 39 $ 104 July 2, 2021 April 5, 2022 $200,000 1,889 5,013 April 5, 2022 April 5, 2027 $100,000 1,411 3,394 September 20, 2024 December 26, 2025 $100,000 (318) — September 20, 2024 December 25, 2026 $200,000 (928) — September 20, 2024 September 21, 2029 $100,000 (626) — Total $ 1,467 $ 8,511 |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Instruments (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
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: September 27, 2024 December 29, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Deferred Compensation Plan Investments $ 4,410 — — $ 4,410 $ 3,794 — — 3,794 Interest Rate Swaps — 1,411 — 1,411 — 3,394 — 3,394 Total assets measured at fair value $ 4,410 $ 1,411 $ — $ 5,821 $ 3,794 $ 3,394 $ — $ 7,188 Liabilities: Incremental Term Loans $ — $ 558,430 $ — $ 558,430 $ — $ 373,528 $ — $ 373,528 Revolver — 210,000 — 210,000 — 370,000 — 370,000 Interest Rate Swaps — 1,872 — 1,872 — — — — Total liabilities measured at fair value $ — $ 770,302 $ — $ 770,302 $ — $ 743,528 $ — $ 743,528 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
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 nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Cost of sales $ 324 $ 330 $ 880 $ 903 Sales and marketing 244 418 912 1,096 Research and development 266 331 892 834 General and administrative (369) 2,779 3,890 11,209 Total $ 465 $ 3,858 $ 6,574 $ 14,042 |
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 nine months ended September 27, 2024: Unvested RSUs Number of shares outstanding Weighted-average grant date fair value Unvested at December 29, 2023 248 $ 100.09 Granted 331 $ 45.92 Canceled (27) $ 80.15 Vested (137) $ 94.75 Unvested at September 27, 2024 415 $ 59.99 |
Summary of Unvested PSUs Activity | The following table summarizes the activity for the Company’s unvested PSUs for the nine months ended September 27, 2024: Unvested PSUs Number of shares outstanding Weighted-average grant date fair value Unvested at December 29, 2023 70 $ 116.54 Granted 225 $ 46.78 Canceled (17) $ 52.89 Unvested at September 27, 2024 278 $ 64.01 |
Net (loss) Earnings Per Share (
Net (loss) Earnings Per Share (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings Per Share | The following table presents the calculation of basic and diluted earnings per share: For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Net income $ 4,780 $ 35,293 $ 6,691 $ 116,795 Weighted average shares used to compute basic earnings per share 41,699 42,395 41,674 42,350 Dilutive effect of employee stock plans 25 115 45 147 Weighted average shares used to compute diluted earnings per share 41,724 42,510 41,719 42,497 Earnings per share: Basic $ 0.11 $ 0.83 $ 0.16 $ 2.76 Diluted $ 0.11 $ 0.83 $ 0.16 $ 2.75 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Provision (benefit) for income taxes $ 250 $ 3,484 $ (1,388) $ 20,957 Effective tax rates 5.0 % 9.0 % (26.2) % 15.2 % |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Allocation of Purchase Price | The following table summarizes the provisional fair values of the identifiable assets acquired and liabilities assumed at the date of the acquisition: Acquisition consideration Cash consideration, net of cash acquired $ 567,092 Due to sellers 144 Total consideration at closing $ 567,236 Fair market values Accounts receivable $ 31,268 Inventory 52,672 Prepaid and other current assets 1,256 Property, plant and equipment 19,257 Lease right-of-use assets 9,423 Trademarks and brands 174,700 Customer and distributor relationships 83,800 Core technologies 20,600 Goodwill 243,940 Other assets 583 Total assets acquired $ 637,499 Accounts payable $ 13,626 Accrued expenses 10,512 Other current liabilities 1,854 Deferred Taxes 37,282 Other liabilities 6,989 Total liabilities assumed $ 70,263 Purchase price allocation $ 567,236 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 27, 2024 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The tables that follow show selected segment financial information including information for prior comparative periods. Unallocated corporate expenses are corporate overhead expenses that are not directly attributable to one of our business segments and include unallocated occupancy costs for our corporate headquarters, acquisition costs, other benefit and compensation programs, including performance-based compensation, and administrative expenses such as accounting, finance, legal, human resources, and information technology expenses. For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Net sales Powered Vehicles Group $ 109,336 $ 123,076 $ 345,244 $ 405,519 Aftermarket Applications Group 100,283 136,039 309,264 430,391 Specialty Sports Group 149,502 72,002 386,576 295,773 Net sales $ 359,121 $ 331,117 $ 1,041,084 $ 1,131,683 Net income 4,780 35,293 6,691 116,795 Provision (benefit) for income taxes 250 3,484 (1,388) 20,957 Depreciation and amortization 20,845 14,807 61,699 43,519 Non-cash stock-based compensation 465 3,858 6,574 14,042 Litigation and settlement-related expenses 466 654 3,226 2,291 Other acquisition and integration-related expenses (1) 459 1,121 6,092 11,720 Organizational restructuring expenses 723 1,849 1,199 1,849 Strategic transformation costs 266 — 1,520 — Interest and other expense, net 13,772 2,588 40,964 11,087 Adjusted EBITDA $ 42,026 $ 63,654 $ 126,577 $ 222,260 Powered Vehicles Group 8,948 26,385 40,719 67,925 Aftermarket Applications Group 9,394 31,877 38,420 105,986 Specialty Sports Group 36,521 19,727 89,792 95,666 Unallocated corporate expenses (12,837) (14,335) (42,354) (47,317) Adjusted EBITDA $ 42,026 $ 63,654 $ 126,577 $ 222,260 (1) Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations and the impact of the finished goods inventory valuation adjustment recorded in connection with the purchase of acquired assets, per period as follows: For the three months ended For the nine months ended September 27, 2024 September 29, 2023 September 27, 2024 September 29, 2023 Acquisition related costs and expenses $ 459 $ 113 $ 1,607 $ 1,817 Purchase accounting inventory fair value adjustment amortization — 1,008 4,485 9,903 Other acquisition and integration-related expenses $ 459 $ 1,121 $ 6,092 $ 11,720 |
Revenues - Sales by Product Cat
Revenues - Sales by Product Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 359,121 | $ 331,117 | $ 1,041,084 | $ 1,131,683 |
Powered Vehicles Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 109,336 | 123,076 | 345,244 | 405,519 |
Specialty Sports Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 149,502 | 72,002 | 386,576 | 295,773 |
Aftermarket Applications Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 100,283 | $ 136,039 | $ 309,264 | $ 430,391 |
Revenues - Sales by Sales Chann
Revenues - Sales by Sales Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 359,121 | $ 331,117 | $ 1,041,084 | $ 1,131,683 |
OEM | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 161,270 | 155,632 | 450,378 | 570,550 |
Aftermarket/Non-OEM(1) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 197,851 | $ 175,485 | $ 590,706 | $ 561,133 |
Revenues - Sales by Geographic
Revenues - Sales by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 359,121 | $ 331,117 | $ 1,041,084 | $ 1,131,683 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 264,808 | 268,703 | 827,623 | 864,612 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 53,789 | 31,958 | 118,563 | 147,082 |
Asia | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 34,581 | 25,540 | 79,066 | 104,399 |
Rest of the world | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 5,943 | $ 4,916 | $ 15,832 | $ 15,590 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 27, 2024 | Dec. 29, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 250,696 | $ 217,888 |
Work-in-process | 11,012 | 8,813 |
Finished goods | 139,655 | 145,140 |
Total inventory | $ 401,363 | $ 371,841 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 27, 2024 | Dec. 29, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid chassis deposits | $ 89,017 | $ 108,866 |
Advanced payments and prepaid contracts | 20,526 | 14,025 |
Other current assets | 18,483 | 18,621 |
Total | $ 128,026 | $ 141,512 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 27, 2024 | Dec. 29, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 392,558 | $ 358,302 |
Less: accumulated depreciation and amortization | (149,343) | (121,110) |
Total property, plant and equipment, net | 243,215 | 237,192 |
Building and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 82,874 | 77,998 |
Information systems, office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 30,184 | 26,972 |
Internal-use computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 38,853 | 35,518 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 15,028 | 14,692 |
Total property, plant and equipment, net | 243,215 | 237,192 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 41,798 | 38,115 |
Machinery and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 162,925 | 149,502 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 20,896 | $ 15,505 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Long-lived Assets by Geographic Location (Details) - USD ($) $ in Thousands | Sep. 27, 2024 | Dec. 29, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total long-lived assets | $ 243,215 | $ 237,192 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Total long-lived assets | 202,944 | 198,033 |
International | ||
Property, Plant and Equipment [Line Items] | ||
Total long-lived assets | $ 40,271 | $ 39,159 |
Accrued Expenses - Accrued Expe
Accrued Expenses - Accrued Expense Components (Details) - USD ($) $ in Thousands | Sep. 27, 2024 | Jun. 28, 2024 | Dec. 29, 2023 | Sep. 29, 2023 | Jun. 30, 2023 | Dec. 30, 2022 |
Payables and Accruals [Abstract] | ||||||
Payroll and related expenses | $ 28,743 | $ 17,988 | ||||
Current portion of lease liabilities | 16,637 | 14,115 | ||||
Warranty | 22,498 | $ 20,693 | 20,001 | $ 20,041 | $ 19,751 | $ 17,071 |
Current portion of lease liabilities | 0 | 21,743 | ||||
Accrued sales rebate | 11,121 | 11,885 | ||||
Other accrued expenses | 14,875 | 17,668 | ||||
Accrued expenses | $ 93,874 | $ 103,400 |
Accrued Expenses - Activity Rel
Accrued Expenses - Activity Related to Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Beginning warranty liability | $ 20,693 | $ 19,751 | $ 20,001 | $ 17,071 |
Charge to cost of sales | 5,623 | 4,152 | 15,112 | 12,763 |
Fair value of warranty assumed in acquisition | 0 | 0 | 0 | 100 |
Costs incurred | (3,818) | (3,862) | (12,615) | (9,893) |
Ending warranty liability | $ 22,498 | $ 20,041 | $ 22,498 | $ 20,041 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 9 Months Ended | ||||||
Nov. 14, 2023 | Apr. 05, 2022 | Sep. 27, 2024 | Sep. 29, 2023 | Aug. 26, 2024 | Dec. 29, 2023 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | |||||||
Proceeds from revolver | $ 169,000,000 | $ 210,000,000 | |||||
Debt issuance costs | $ 10,063,000 | $ 1,980,000 | |||||
Unamortized debt issuance costs | 1,927,000 | $ 4,473,000 | |||||
Weighted average interest rate on outstanding borrowings | 6.30% | ||||||
Interest rate swap | |||||||
Debt Instrument [Line Items] | |||||||
Amount of interest rate swap | $ 100,000,000 | $ 500,000,000 | $ 400,000 | ||||
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) | 5.33% | ||||||
London Interbank Offered Rate (LIBOR) 1 | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 5.21% | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Term loan amount | $ 400,000,000 | ||||||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from revolver | $ 475,000,000 | ||||||
Unamortized debt issuance costs | $ 2,546,000 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility | $ 650,000,000 | $ 650,000,000 | |||||
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 | $ 650,000,000 | ||||||
Delayed Draw Term Loan Facility | Line of Credit | Amendment to the 2022 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility | 200,000,000 | ||||||
Debt issuance costs | $ 3,354,000 | ||||||
Interest rate | 5% | ||||||
Delayed Draw Term Loan Facility | Line of Credit | Base Rate | Minimum | Amendment to the 2022 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 0.50% | ||||||
Delayed Draw Term Loan Facility | Line of Credit | Base Rate | Maximum | Amendment to the 2022 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.50% | ||||||
Delayed Draw Term Loan Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Minimum | Amendment to the 2022 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.50% | ||||||
Delayed Draw Term Loan Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Maximum | Amendment to the 2022 Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 2.50% |
Debt - Summary of Amended and R
Debt - Summary of Amended and Restated Credit Facility (Details) - USD ($) $ in Thousands | Sep. 27, 2024 | Dec. 29, 2023 |
Debt Instrument [Line Items] | ||
Amount outstanding | $ 210,000 | $ 370,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Amount outstanding | 210,000 | 370,000 |
Standby letters of credit | 171 | 0 |
Available borrowing capacity | 439,829 | 280,000 |
Total borrowing capacity | $ 650,000 | $ 650,000 |
Debt - Future Payments for Long
Debt - Future Payments for Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 27, 2024 | Dec. 29, 2023 |
Debt Disclosure [Abstract] | ||
2024 (remaining 3 months) | $ 6,071 | |
2025 | 24,286 | |
2026 | 24,286 | |
2027 | 512,143 | |
Total | 566,786 | |
Debt issuance cost | (8,356) | |
Long-term debt, net of issuance cost | 558,430 | |
Current portion of long-term debt | (24,286) | $ (14,286) |
Long-term debt less current portion | $ 534,144 | $ 359,242 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | Sep. 27, 2024 | Dec. 29, 2023 |
Ford | ||
Gain Contingencies [Line Items] | ||
Bailment pool arrangement, allocation | $ 37,398 | $ 9,036 |
Bailment pool arrangement, maximum allocation | 51,100 | 49,400 |
Bailment pool arrangement, interest expense | 374 | 450 |
General Motors | ||
Gain Contingencies [Line Items] | ||
Bailment pool arrangement, allocation | 9,453 | 11,362 |
Bailment pool arrangement, maximum allocation | 49,500 | 100,000 |
Bailment pool arrangement, interest expense | $ 789 | $ 3,359 |
Derivatives and Hedging - Sched
Derivatives and Hedging - Schedule of Interest Rate Derivatives (Details) - USD ($) $ in Thousands | Sep. 27, 2024 | Dec. 29, 2023 | Jun. 11, 2021 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Unrealized Gain (Loss) in AOCI | $ 1,467 | $ 8,511 | |
Interest Rate Swap September 2020 To June 2021 | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | 200,000 | ||
Unrealized Gain (Loss) in AOCI | 39 | 104 | $ 324 |
Interest Rate Swap July 2021 To March 2025 | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | 200,000 | ||
Unrealized Gain (Loss) in AOCI | 1,889 | 5,013 | $ 12,270 |
Interest Rate Swap April 2022 to April 2027 | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | 100,000 | ||
Unrealized Gain (Loss) in AOCI | 1,411 | 3,394 | |
Interest Rate Swap September 2024 to December 2025 | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | 100,000 | ||
Unrealized Gain (Loss) in AOCI | (318) | 0 | |
Interest Rate Swap September 2024 to December 2026 | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | 200,000 | ||
Unrealized Gain (Loss) in AOCI | (928) | 0 | |
Interest Rate Swap September 2024 to December 2029 | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | 100,000 | ||
Unrealized Gain (Loss) in AOCI | $ (626) | $ 0 |
Derivatives and Hedging (Detail
Derivatives and Hedging (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | Aug. 26, 2024 | Dec. 29, 2023 | Apr. 05, 2022 | Jun. 11, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Unrealized gain in AOCI on terminated swap | $ 1,467 | $ 1,467 | $ 8,511 | |||||
Other comprehensive income (loss), derivatives gain (loss) | 6,940 | $ 281 | 8,702 | $ 2,219 | ||||
Reclassification of net gains on interest rate swap to net earnings | 1,779 | $ 1,063 | 5,339 | $ 3,189 | ||||
Interest rate swap | ||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||
Amount of interest rate swap | 500,000 | 500,000 | $ 400 | $ 100,000 | ||||
Losses to be reclassified over the next twelve months | 9,032 | 9,032 | ||||||
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 | 1,889 | 1,889 | 5,013 | 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 | $ 39 | $ 39 | $ 104 | $ 324 |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Instruments - Liabilities at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 27, 2024 | Dec. 29, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deferred Compensation Plan Investments | $ 4,410 | $ 3,794 |
Total assets measured at fair value | 5,821 | 7,188 |
Incremental Term Loans | 558,430 | 373,528 |
Total liabilities measured at fair value | 770,302 | 743,528 |
Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Incremental Term Loans | 210,000 | 370,000 |
Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest Rate Swaps | 1,411 | 3,394 |
Interest Rate Swaps | 1,872 | 0 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deferred Compensation Plan Investments | 4,410 | 3,794 |
Total assets measured at fair value | 4,410 | 3,794 |
Incremental Term Loans | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 1 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Incremental Term Loans | 0 | 0 |
Level 1 | Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest Rate Swaps | 0 | 0 |
Interest Rate Swaps | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deferred Compensation Plan Investments | 0 | 0 |
Total assets measured at fair value | 1,411 | 3,394 |
Incremental Term Loans | 558,430 | 373,528 |
Total liabilities measured at fair value | 770,302 | 743,528 |
Level 2 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Incremental Term Loans | 210,000 | 370,000 |
Level 2 | Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest Rate Swaps | 1,411 | 3,394 |
Interest Rate Swaps | 1,872 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deferred Compensation Plan Investments | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Incremental Term Loans | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 3 | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Incremental Term Loans | 0 | 0 |
Level 3 | Interest rate swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest Rate Swaps | 0 | 0 |
Interest Rate Swaps | $ 0 | $ 0 |
Stockholders' Equity - Narrtive
Stockholders' Equity - Narrtive (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | Nov. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share repurchase program, authorized amount | $ 300,000 | ||||
Stock repurchase program, par value | $ 0.001 | ||||
Shares repurchased (in shares) | 378 | ||||
Shares repurchased, value | $ 25,000 | ||||
Average price per share (in dollars per share) | $ 66.03 | ||||
Remaining authorized repurchase amount | $ 250,000 | $ 250,000 | |||
Allocated share-based compensation expense | 465 | $ 3,858 | 6,574 | $ 14,042 | |
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense related to RSUs | 19,175 | $ 19,175 | |||
Period for recognition of unrecognized stock-based compensation expense | 2 years 14 days | ||||
PSU | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense related to RSUs | $ 27,716 | $ 27,716 | |||
Period for recognition of unrecognized stock-based compensation expense | 2 years 1 month 6 days | ||||
PSU | Minimum | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance goal, percentage | 0% | ||||
PSU | Minimum | Executives and Non-Executives | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance goal, percentage | 0% | ||||
PSU | Maximum | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance period | three | ||||
Performance goal, percentage | 200% | ||||
PSU | Maximum | Executives and Non-Executives | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance goal, percentage | 100% |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share-based compensation expense | $ 465 | $ 3,858 | $ 6,574 | $ 14,042 |
Cost of sales | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share-based compensation expense | 324 | 330 | 880 | 903 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share-based compensation expense | 244 | 418 | 912 | 1,096 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share-based compensation expense | 266 | 331 | 892 | 834 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated share-based compensation expense | $ (369) | $ 2,779 | $ 3,890 | $ 11,209 |
Stockholders' Equity - Unvested
Stockholders' Equity - Unvested RSU Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 27, 2024 $ / shares shares | |
Number of shares outstanding | |
Unvested at beginning of period (in shares) | shares | 248 |
Weighted-average grant date fair value | |
Unvested at beginning of period (in usd per share) | $ / shares | $ 100.09 |
RSUs | |
Number of shares outstanding | |
Granted (in shares) | shares | 331 |
Vested (in shares) | shares | (137) |
Unvested at end of period (in shares) | shares | 415 |
Weighted-average grant date fair value | |
Granted (in usd per share) | $ / shares | $ 45.92 |
Cancelled (in usd per share) | $ / shares | 80.15 |
Vested (in usd per share) | $ / shares | 94.75 |
Unvested at end of period (in usd per share) | $ / shares | $ 59.99 |
Canceled (in shares) | shares | (27) |
Stockholders' Equity - Unvest_2
Stockholders' Equity - Unvested PSU Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 27, 2024 $ / shares shares | |
Number of shares outstanding | |
Unvested at beginning of period (in shares) | shares | 248 |
Weighted-average grant date fair value | |
Unvested at beginning of period (in usd per share) | $ / shares | $ 100.09 |
PSU | |
Number of shares outstanding | |
Unvested at beginning of period (in shares) | shares | 70 |
Granted (in shares) | shares | 225 |
Canceled (in shares) | shares | (17) |
Unvested at end of period (in shares) | shares | 278 |
Weighted-average grant date fair value | |
Unvested at beginning of period (in usd per share) | $ / shares | $ 116.54 |
Granted (in usd per share) | $ / shares | 46.78 |
Cancelled (in usd per share) | $ / shares | 52.89 |
Unvested at end of period (in usd per share) | $ / shares | $ 64.01 |
Net (loss) Earnings Per Share -
Net (loss) Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive shares excluded from calculation of diluted earnings per share (in shares) | 198,000 | 0 | 134 | 3,000 |
Net (loss) Earnings Per Share_2
Net (loss) Earnings Per Share - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 27, 2024 | Jun. 28, 2024 | Mar. 29, 2024 | Sep. 29, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Earnings Per Share [Abstract] | ||||||||
Net income | $ 4,780 | $ 5,407 | $ (3,496) | $ 35,293 | $ 39,735 | $ 41,767 | $ 6,691 | $ 116,795 |
Weighted average shares used to compute basic earnings per share (in shares) | 41,699,000 | 42,395,000 | 41,674,000 | 42,350,000 | ||||
Dilutive effect of employee stock plans (in shares) | 25,000 | 115,000 | 45,000 | 147,000 | ||||
Weighted average shares used to compute diluted earnings per share (in shares) | 41,724,000 | 42,510,000 | 41,719,000 | 42,497,000 | ||||
Basic (in dollars per share) | $ 0.11 | $ 0.83 | $ 0.16 | $ 2.76 | ||||
Diluted (in dollars per share) | $ 0.11 | $ 0.83 | $ 0.16 | $ 2.75 | ||||
Anti-dilutive shares excluded from calculation of diluted earnings per share (in shares) | 198,000 | 0 | 134 | 3,000 |
Income Taxes - Components (Deta
Income Taxes - Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ 250 | $ 3,484 | $ (1,388) | $ 20,957 |
Effective tax rates | 5% | 9% | (26.20%) | 15.20% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rates | 5% | 9% | (26.20%) | 15.20% |
Federal statutory rate | 21% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Payments made under lease | $ 0 | $ 180 | $ 371 | $ 360 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Nov. 14, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | Dec. 29, 2023 | Mar. 03, 2023 | Apr. 05, 2022 | |
Business Acquisition [Line Items] | ||||||||
Acquisition related costs and expenses | $ 459 | $ 113 | $ 1,607 | $ 1,817 | ||||
Debt issuance costs | $ 10,063 | $ 1,980 | ||||||
Goodwill | 635,991 | 635,991 | $ 636,565 | |||||
Marucci | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership interest acquired | 100% | |||||||
Business Combination, Consideration Transferred | $ 567,236 | |||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | $ 32,455 | |||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | $ 1,187 | |||||||
Acquisition related costs and expenses | 3,798 | 672 | ||||||
Goodwill | $ 243,940 | (850) | (850) | |||||
Useful life | 16 years | |||||||
Intangible assets acquired, useful life | $ 57,735 | |||||||
Net assets | 892 | 892 | ||||||
Revenue | 49,631 | 150,848 | ||||||
Net loss | $ 4,354 | $ 11,226 | ||||||
Marucci | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 15 years | |||||||
Marucci | Minimum | Customer and distributor relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 18 years | |||||||
Marucci | Minimum | Developed Technology Rights | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 13 years | |||||||
Marucci | Term Loan | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt issuance costs | $ 6,709 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Nov. 14, 2023 | Sep. 27, 2024 | Dec. 29, 2023 |
Fair market values | |||
Goodwill | $ 635,991 | $ 636,565 | |
Marucci | |||
Acquisition consideration | |||
Cash consideration, net of cash acquired | $ 567,092 | ||
Due to sellers | 144 | ||
Total consideration at closing | 567,236 | ||
Fair market values | |||
Accounts receivable | 31,268 | ||
Inventory | 52,672 | ||
Prepaid and other current assets | 1,256 | ||
Property, plant and equipment | 19,257 | ||
Lease right-of-use assets | 9,423 | ||
Goodwill | 243,940 | $ (850) | |
Other assets | 583 | ||
Total assets acquired | 637,499 | ||
Accounts payable | 13,626 | ||
Accrued expenses | 10,512 | ||
Other current liabilities | 1,854 | ||
Deferred Taxes | 37,282 | ||
Other liabilities | 6,989 | ||
Total liabilities assumed | 70,263 | ||
Purchase price allocation | 567,236 | ||
Marucci | Trademarks and brands | |||
Fair market values | |||
Finite-lived intangible assets | 174,700 | ||
Marucci | Customer and distributor relationships | |||
Fair market values | |||
Finite-lived intangible assets | 83,800 | ||
Marucci | Core technologies | |||
Fair market values | |||
Finite-lived intangible assets | $ 20,600 |
Segments- Narrative (Details)
Segments- Narrative (Details) | 9 Months Ended |
Sep. 27, 2024 segment distribution_facility plant | |
Segment Reporting Information [Line Items] | |
Number of operating segments | segment | 3 |
Powered Vehicles Group | |
Segment Reporting Information [Line Items] | |
Number of plants | 2 |
Aftermarket Applications Group | |
Segment Reporting Information [Line Items] | |
Number of plants | 15 |
Specialty Sports Group | |
Segment Reporting Information [Line Items] | |
Number of plants | 9 |
Number of distribution facilities | distribution_facility | 13 |
Segments - Summary of Segment I
Segments - Summary of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2024 | Sep. 29, 2023 | Sep. 27, 2024 | Sep. 29, 2023 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 359,121 | $ 331,117 | $ 1,041,084 | $ 1,131,683 |
Net income | 4,780 | 35,293 | 6,691 | 116,795 |
Provision (benefit) for income taxes | 250 | 3,484 | (1,388) | 20,957 |
Depreciation and amortization | 20,845 | 14,807 | 61,699 | 43,519 |
Stock-based compensation | 465 | 3,858 | 6,574 | 14,042 |
Litigation and settlement-related expenses | 466 | 654 | 3,226 | 2,291 |
Other acquisition and integration-related expenses (1) | 459 | 1,121 | 6,092 | 11,720 |
Organizational restructuring expenses | 723 | 1,849 | 1,199 | 1,849 |
Strategic transformation costs | 266 | 0 | 1,520 | 0 |
Interest and other expense, net | 13,772 | 2,588 | 40,964 | 11,087 |
Adjusted EBITDA | 42,026 | 63,654 | 126,577 | 222,260 |
Acquisition related costs and expenses | 459 | 113 | 1,607 | 1,817 |
Purchase accounting inventory fair value adjustment amortization | 0 | 1,008 | 4,485 | 9,903 |
Other acquisition and integration-related expenses | 459 | 1,121 | 6,092 | 11,720 |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | (12,837) | (14,335) | (42,354) | (47,317) |
Powered Vehicles Group | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 109,336 | 123,076 | 345,244 | 405,519 |
Powered Vehicles Group | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 8,948 | 26,385 | 40,719 | 67,925 |
Aftermarket Applications Group | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 100,283 | 136,039 | 309,264 | 430,391 |
Aftermarket Applications Group | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 9,394 | 31,877 | 38,420 | 105,986 |
Specialty Sports Group | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 149,502 | 72,002 | 386,576 | 295,773 |
Specialty Sports Group | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 36,521 | $ 19,727 | $ 89,792 | $ 95,666 |