Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | DREW INDUSTRIES INC | |
Entity Central Index Key | 763,744 | |
Trading Symbol | dw | |
Entity Filer Category | Large Accelerated Filer | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 24,504,986 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 422,798 | $ 361,457 |
Cost of sales | 314,357 | 285,054 |
Gross profit | 108,441 | 76,403 |
Selling, general and administrative expenses | 52,713 | 44,565 |
Operating profit | 55,728 | 31,838 |
Interest expense, net | 476 | 189 |
Income before income taxes | 55,252 | 31,649 |
Provision for income taxes | 19,293 | 11,576 |
Net income | $ 35,959 | $ 20,073 |
Net income per common share: | ||
Basic (in usd per share) | $ 1.46 | $ 0.83 |
Diluted (in usd per share) | $ 1.45 | $ 0.82 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 24,567 | 24,215 |
Diluted (in shares) | 24,794 | 24,541 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Current assets | |||
Cash and cash equivalents | $ 27,917 | $ 12,305 | $ 27,927 |
Accounts receivable, net | 104,695 | 41,509 | 89,798 |
Inventories, net | 165,184 | 170,834 | 138,276 |
Prepaid expenses and other current assets | 23,408 | 21,178 | 19,897 |
Total current assets | 321,204 | 245,826 | 275,898 |
Fixed assets, net | 150,378 | 150,600 | 149,087 |
Goodwill | 86,112 | 83,619 | 66,521 |
Other intangible assets, net | 109,347 | 100,935 | 93,898 |
Deferred taxes | 29,391 | 29,391 | 30,453 |
Other assets | 12,610 | 12,485 | 13,272 |
Total assets | 709,042 | 622,856 | 629,129 |
Current liabilities | |||
Accounts payable, trade | 48,392 | 29,700 | 63,212 |
Dividend payable | 7,344 | 0 | 48,227 |
Accrued expenses and other current liabilities | 99,654 | 69,162 | 69,499 |
Total current liabilities | 155,390 | 98,862 | 180,938 |
Long-term indebtedness | 49,920 | 49,910 | 49,955 |
Other long-term liabilities | 36,334 | 35,509 | 28,230 |
Total liabilities | 241,644 | 184,281 | 259,123 |
Stockholders’ equity | |||
Common stock, par value $.01 per share | 272 | 270 | 268 |
Paid-in capital | 166,772 | 166,566 | 150,445 |
Retained earnings | 329,821 | 301,206 | 248,760 |
Stockholders’ equity before treasury stock | 496,865 | 468,042 | 399,473 |
Treasury stock, at cost | (29,467) | (29,467) | (29,467) |
Total stockholders’ equity | 467,398 | 438,575 | 370,006 |
Total liabilities and stockholders’ equity | $ 709,042 | $ 622,856 | $ 629,129 |
Condensed Consolidated Balance4
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 35,959 | $ 20,073 |
Adjustments to reconcile net income to cash flows provided by operating activities: | ||
Depreciation and amortization | 10,943 | 9,802 |
Stock-based compensation expense | 3,140 | 3,063 |
Other non-cash items | (166) | 153 |
Changes in assets and liabilities, net of acquisitions of businesses: | ||
Accounts receivable, net | (63,286) | (51,811) |
Inventories, net | 8,497 | (3,505) |
Prepaid expenses and other assets | (2,197) | (344) |
Accounts payable, trade | 18,692 | 13,678 |
Accrued expenses and other liabilities | 31,929 | 16,024 |
Net cash flows provided by operating activities | 43,511 | 7,133 |
Cash flows from investing activities: | ||
Capital expenditures | (6,271) | (8,593) |
Acquisitions of businesses | (18,100) | (2,723) |
Proceeds from sales of fixed assets | 234 | 68 |
Other investing activities | (151) | (177) |
Net cash flows used for investing activities | (24,288) | (11,425) |
Cash flows from financing activities: | ||
Exercise of stock-based awards, net of shares tendered for payment of taxes | (3,196) | (1,847) |
Proceeds from line of credit borrowings | 81,458 | 175,350 |
Repayments under line of credit borrowings | (81,458) | (191,000) |
Proceeds from shelf-loan borrowing | 0 | 50,000 |
Payment of contingent consideration related to acquisitions | (415) | (127) |
Other financing activities | 0 | (161) |
Net cash flows (used for) provided by financing activities | (3,611) | 32,215 |
Net increase in cash | 15,612 | 27,923 |
Cash and cash equivalents at beginning of period | 12,305 | 4 |
Cash and cash equivalents at end of period | 27,917 | 27,927 |
Cash paid during the period for: | ||
Interest | 521 | 173 |
Income taxes, net of refunds | $ 122 | $ 84 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement Of Stockholders' Equity - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Common Stock | Paid-in Capital | Retained Earnings | Treasury Stock |
Balance - December 31, 2015 at Dec. 31, 2015 | $ 438,575 | $ 270 | $ 166,566 | $ 301,206 | $ (29,467) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 35,959 | 35,959 | |||
Issuance of 150,466 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | (4,606) | 2 | (4,608) | ||
Income tax benefit relating to issuance of common stock pursuant to stock-based awards | 1,410 | 1,410 | |||
Stock-based compensation expense | 3,140 | 3,140 | |||
Issuance of 4,784 deferred stock units relating to prior year compensation | 264 | 264 | |||
Cash dividend ($0.30 per share) | (7,344) | (7,344) | |||
Balance - March 31, 2016 at Mar. 31, 2016 | $ 467,398 | $ 272 | $ 166,772 | $ 329,821 | $ (29,467) |
Condensed Consolidated Stateme7
Condensed Consolidated Statement Of Stockholders' Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of common stock (in shares) | 150,466 |
Issuance of deferred stock units (in shares) | 4,784 |
Special cash dividend (in usd per share) | $ / shares | $ 0.3 |
Basis Of Presentation
Basis Of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | BASIS OF PRESENTATION The Condensed Consolidated Financial Statements include the accounts of Drew Industries Incorporated and its wholly-owned subsidiaries (“Drew” and collectively with its subsidiaries, the “Company”). Drew has no unconsolidated subsidiaries. Drew, through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, “Lippert Components” or “LCI”), supplies a broad array of components in the United States and abroad for the leading manufacturers of recreational vehicles (“RVs”) and manufactured homes and for the related aftermarkets of those industries, and also supplies components for adjacent industries including buses; trailers used to haul boats, livestock, equipment and other cargo; pontoon boats; modular housing; and factory-built mobile office units. At March 31, 2016 , the Company operated 44 manufacturing and distribution facilities in the United States and Canada. The RV and manufactured housing industries, as well as other industries where the Company sells products or where its products are used, historically have been seasonal and are generally at the highest levels when the weather is moderate. Accordingly, the Company’s sales and profits have generally been the highest in the second quarter and lowest in the fourth quarter. However, because of fluctuations in dealer inventories, the impact of international, national and regional economic conditions and consumer confidence on retail sales of RVs and other products for which the Company sells its components, the timing of dealer orders, and the impact of severe weather conditions on the timing of industry-wide shipments from time to time, current and future seasonal industry trends may be different than in prior years. The Condensed Consolidated Financial Statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2015 Annual Report on Form 10-K and should be read in conjunction with the Notes to Consolidated Financial Statements which appear in that report. All significant intercompany balances and transactions have been eliminated. Certain prior year balances have been reclassified to conform to current year presentation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to product returns, sales and purchase rebates, accounts receivable, inventories, goodwill and other intangible assets, net assets of acquired businesses, income taxes, warranty and product recall obligations, self-insurance obligations, lease terminations, asset retirement obligations, long-lived assets, post-retirement benefits, stock-based compensation, segment allocations, contingent consideration, environmental liabilities, contingencies and litigation. The Company bases its estimates on historical experience, other available information and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other resources. Actual results and events could differ significantly from management estimates. In the opinion of management, the information furnished in this Form 10-Q reflects all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented. The Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q, and therefore do not include some information necessary to conform to annual reporting requirements. |
Acquisitions, Goodwill And Othe
Acquisitions, Goodwill And Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Acquisitions, Goodwill And Other Intangible Assets [Abstract] | |
Acquisitions, Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions During the Three Months Ended March 31, 2016 and Subsequent Project 2000 S.r.l. In May 2016 , the Company acquired 100% of the equity interest of Project 2000 S.r.l. (“Project 2000”), an Italy-based manufacturer of innovative, space-saving bed lifts and retractable steps. Net sales reported by Project 2000 for 2015 were approximately $12 million . The purchase price was $18.8 million paid at closing, plus contingent consideration based on future sales by this operation. Flair Interiors In February 2016 , the Company acquired the business and certain assets of Flair Interiors, Inc. (“Flair”), a manufacturer of RV furniture. Net sales reported by Flair for 2015 were approximately $25 million . The purchase price was $8.1 million paid at closing. The results of the acquired business have been included in the Company’s RV Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands) : Cash consideration $ 8,100 Customer relationships $ 4,000 Net other assets 2,200 Total fair value of net assets acquired $ 6,200 Goodwill (tax deductible) $ 1,900 The customer relationships intangible asset is being amortized over its preliminary estimated useful life of 15 years . The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Highwater Marine Furniture In January 2016 , the Company acquired the business and certain assets of the pontoon furniture manufacturing operation of Highwater Marine, LLC (“Highwater”), a leading manufacturer of pontoon and other recreational boats located in Elkhart, Indiana. Estimated 2015 net sales of the marine furniture business were approximately $20 million . The purchase price was $10.0 million paid at closing. The results of the acquired business have been included in the Company’s RV Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands) : Cash consideration $ 10,000 Customer relationships $ 8,100 Net tangible assets 1,307 Total fair value of net assets acquired $ 9,407 Goodwill (tax deductible) $ 593 The customer relationships intangible asset is being amortized over its preliminary estimated useful life of 15 years . The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates leveraging its existing experience and manufacturing capacity with respect to these product lines. Acquisitions During the Three Months Ended March 31, 2015 EA Technologies In January 2015 , the Company acquired the business and certain assets of EA Technologies, LLC (“EA Technologies”), a manufacturer of custom steel and aluminum parts and provider of electro-deposition (‘e-coat’) and powder coating services for RV, bus, medium-duty truck, automotive, recreational marine, specialty and utility trailer, and military applications. Net sales reported by EA Technologies for 2014 were $17 million . The purchase price was $9.2 million , of which $6.6 million was paid in the fourth quarter of 2014, with the balance paid at closing. The results of the acquired business have been included in the Company’s RV Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The acquisition of this business was recorded on the acquisition date as follows (in thousands) : Cash consideration $ 9,248 Customer relationships $ 400 Other identifiable intangible assets 80 Net tangible assets 8,868 Total fair value of net assets acquired $ 9,348 Gain on bargain purchase $ 100 Goodwill Goodwill by reportable segment was as follows: (In thousands) RV Segment MH Segment Total Accumulated cost – December 31, 2015 $ 124,121 $ 10,025 $ 134,146 Accumulated impairment – December 31, 2015 (41,276 ) (9,251 ) (50,527 ) Net balance – December 31, 2015 82,845 774 83,619 Acquisitions – 2016 2,493 — 2,493 Net balance – March 31, 2016 $ 85,338 $ 774 $ 86,112 Goodwill represents the excess of the total consideration given in an acquisition of a business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but instead is tested at the reporting unit level for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist. No impairment tests were required or performed during the three months ended March 31, 2016 . Other Intangible Assets Other intangible assets consisted of the following at March 31, 2016 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 99,890 $ 25,729 $ 74,161 6 to 16 Patents 53,890 29,257 24,633 3 to 19 Tradenames 8,655 4,618 4,037 3 to 15 Non-compete agreements 4,568 3,020 1,548 3 to 6 Other 668 387 281 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 172,358 $ 63,011 $ 109,347 Other intangible assets consisted of the following at December 31, 2015 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 94,560 $ 30,514 $ 64,046 6 to 16 Patents 54,293 28,255 26,038 3 to 19 Tradenames 8,935 4,751 4,184 3 to 15 Non-compete agreements 4,493 2,800 1,693 3 to 6 Other 594 307 287 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 167,562 $ 66,627 $ 100,935 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories, valued at the lower of cost (first-in, first-out (FIFO) method) or market, consisted of the following at: March 31, December 31, (In thousands) 2016 2015 2015 Raw materials $ 136,310 $ 119,213 $ 144,397 Work in process 7,859 4,395 4,932 Finished goods 21,015 14,668 21,505 Inventories, net $ 165,184 $ 138,276 $ 170,834 |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | FIXED ASSETS Fixed assets consisted of the following at: March 31, December 31, (In thousands) 2016 2015 2015 Fixed assets, at cost $ 298,355 $ 279,699 $ 291,776 Less accumulated depreciation and amortization 147,977 130,612 141,176 Fixed assets, net $ 150,378 $ 149,087 $ 150,600 |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Notes Receivable | NOTES RECEIVABLE In April 2014, the Company entered into a six -year aluminum extrusion supply agreement, and concurrently sold certain aluminum extrusion assets. In connection with the sale, the Company received $0.3 million at closing and a $7.2 million note receivable collectible over the next four years , recorded at its present value of $6.4 million on the date of closing. During 2015 and 2014, the Company received installments of $3.8 million under the note. At March 31, 2016 , the present value of the remaining amount due under the note receivable was $3.2 million . In July 2015, the Company agreed to terminate the supply agreement, and as consideration the Company received a $2.0 million note receivable collectible in 2019 and 2020. The Company recorded this note receivable at its present value of $1.6 million and a corresponding gain of $1.6 million in the 2015 third quarter. At March 31, 2016 , the present value of the remaining amount due under the note receivable was $1.7 million . |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses And Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following at: March 31, December 31, (In thousands) 2016 2015 2015 Employee compensation and benefits $ 30,900 $ 23,727 $ 25,147 Current portion of accrued warranty 18,185 15,284 17,020 Taxes payable 17,508 5,610 — Sales rebates 9,735 7,016 7,993 Other 23,326 17,862 19,002 Accrued expenses and other current liabilities $ 99,654 $ 69,499 $ 69,162 Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various factors, including the Company’s (i) historical warranty costs, (ii) current trends, (iii) product mix, and (iv) sales. The following table provides a reconciliation of the activity related to the Company’s accrued warranty, including both the current and long-term portions, for the three months ended March 31 : (In thousands) 2016 2015 Balance at beginning of period $ 26,204 $ 21,641 Provision for warranty expense 5,477 4,531 Warranty liability from acquired businesses 125 — Warranty costs paid (3,692 ) (2,666 ) Balance at end of period 28,114 23,506 Less long-term portion 9,929 8,222 Current portion of accrued warranty $ 18,185 $ 15,284 |
Long-Term Indebtedness
Long-Term Indebtedness | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Indebtedness | LONG-TERM INDEBTEDNESS At March 31, 2016 and 2015 , and December 31, 2015 , the Company had no outstanding borrowings on its line of credit. On February 24, 2014, the Company entered into a $75.0 million line of credit (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. On March 3, 2015, in accordance with the terms of the Credit Agreement, the Company increased its line of credit by $25.0 million to $100.0 million . Interest on borrowings under the line of credit is designated from time to time by the Company as either (i) the Prime Rate, minus a rate ranging from 0.75 to 1.0 percent (minus 1.0 percent at March 31, 2016 ), but not less than 1.5 percent , or (ii) LIBOR, plus additional interest ranging from 1.75 to 2.0 percent (plus 1.75 percent at March 31, 2016 ) depending on the Company’s performance and financial condition. At March 31, 2016 , the Company had $2.6 million in outstanding, but undrawn, standby letters of credit under the line of credit. Availability under the Company’s line of credit was $97.4 million at March 31, 2016 . On February 24, 2014, the Company also entered into a $150.0 million “shelf-loan” facility with Prudential Investment Management, Inc. and its affiliates (“Prudential”). The facility provides for Prudential to consider purchasing, at the Company’s request, in one or a series of transactions, Senior Promissory Notes of the Company in the aggregate principal amount of up to $150.0 million , to mature no more than twelve years after the date of original issue of each Senior Promissory Note. Prudential has no obligation to purchase the Senior Promissory Notes. Interest payable on the Senior Promissory Notes will be at rates determined by Prudential within five business days after the Company issues a request to Prudential. On March 20, 2015, the Company issued $50.0 million of Senior Promissory Notes to Prudential for a term of five years, at a fixed interest rate of 3.35 percent per annum, payable quarterly in arrears, of which the entire amount was outstanding at March 31, 2016 . Availability under the Company’s “shelf-loan” facility, subject to the approval of Prudential, was $100.0 million at March 31, 2016 . At March 31, 2016 , the fair value of the Company’s long-term debt approximates the carrying value, as estimated using quoted market prices and discounted future cash flows based on similar borrowing arrangements. Borrowings under both the line of credit and the “shelf-loan” facility are secured on a pari-passu basis by first priority liens on the capital stock or other equity interests of each of the Company’s direct and indirect subsidiaries. Pursuant to the Credit Agreement and “shelf-loan” facility, the Company is required to maintain minimum interest and fixed charge coverages, and to meet certain other financial requirements. At March 31, 2016 , the Company was in compliance with all such requirements, and expects to remain in compliance for the next twelve months. Availability under both the Credit Agreement and the “shelf-loan” facilities is subject to a maximum leverage ratio covenant which limits the amount of consolidated outstanding indebtedness to 2.5 times the trailing twelve-month EBITDA, as defined. This limitation did not impact the Company’s borrowing availability at March 31, 2016 . The remaining availability under these facilities was $197.4 million at March 31, 2016 . On April 27, 2016, the Company announced the successful refinancing of the Credit Agreement through an agreement with JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank. The agreement amends and restates the existing line of credit, which was scheduled to expire on January 1, 2019, and now expires on April 27, 2021 (the “Amended Credit Agreement”). In connection with this amendment and restatement, the line of credit was increased from $100.0 million million to $200.0 million , and contains a feature allowing the Company to draw up to $50.0 million in approved foreign currencies, including Australian dollars, Canadian dollars, pound sterling and euros. The maximum borrowings under the line of credit can be further increased by $125.0 million , subject to certain conditions. Interest on borrowings under the new line of credit is designated from time to time by the Company as either (i) the Alternate Base Rate (defined in the Amended Credit Agreement as the greatest of (a) the Prime Rate of JPMorgan Chase, (b) the federal funds effective rate plus 0.5 percent and (c) the Adjusted LIBO Rate (as defined in the Amended Credit Agreement) for a one month interest period plus 1.0 percent ), plus additional interest ranging from 0.0 percent to 0.625 percent depending on the Company’s performance and financial condition, or (ii) the Adjusted LIBO Rate for a period equal to one, two, three, six or twelve months as selected by the Company, plus additional interest ranging from 1.0 percent to 1.625 percent depending on the Company’s performance and financial condition. On April 27, 2016, the Company also amended and restated its “shelf-loan” facility with Prudential to conform certain covenants and other terms to the Amended Credit Agreement. The “shelf-loan” facility expires February 24, 2017. The Company believes the availability under the Amended Credit Agreement and “shelf-loan” facility is adequate to finance the Company’s anticipated cash requirements for the next twelve months. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES Contingent Consideration In connection with certain business acquisitions, if agreed upon sales targets for the acquired products are achieved, the Company would pay additional cash consideration. The Company has recorded a liability for the fair value of this contingent consideration at March 31, 2016 , based on the present value of the expected future cash flows using a market participant’s weighted average cost of capital of 13.9 percent . As required, the liability for this contingent consideration is measured at fair value quarterly, considering actual sales of the acquired products, updated sales projections, and the updated market participant weighted average cost of capital. Depending upon the weighted average costs of capital and future sales of the products which are subject to contingent consideration, the Company could record adjustments in future periods. The following table provides a reconciliation of the Company’s contingent consideration liability for the three months ended March 31 : (In thousands) 2016 2015 Balance at beginning of period $ 10,840 $ 8,129 Acquisitions — — Payments (415 ) (127 ) Accretion (a) 239 289 Fair value adjustments (a) (366 ) (232 ) Balance at end of the period (b) 10,298 8,059 Less current portion in accrued expenses and other current liabilities (5,073 ) (3,494 ) Total long-term portion in other long-term liabilities $ 5,225 $ 4,565 (a) Recorded in selling, general and administrative expense in the Condensed Consolidated Statements of Income. (b) Amounts represent the fair value of estimated remaining payments. The total estimated remaining payments as of March 31, 2016 are $13.3 million . The liability for contingent consideration expires at various dates through September 2029. Certain of the contingent consideration arrangements are subject to a maximum payment amount, while the remaining arrangements have no maximum contingent consideration. Furrion Distribution and Supply Agreement In July 2015, the Company entered into a six -year exclusive distribution and supply agreement with Furrion Limited (“Furrion”), a Hong Kong based firm that designs, engineers and supplies premium electronics. This agreement provides the Company with the rights to distribute Furrion’s complete line of products to OEMs and aftermarket customers in the RV, specialty vehicle, utility trailer, horse trailer, marine, transit bus and school bus industries throughout the United States and Canada. Furrion currently supplies a premium line of LED televisions, sound systems, navigation systems, wireless backup cameras, solar prep units, power solutions and kitchen appliances, primarily to the RV industry. In connection with this agreement, the Company entered into the following minimum purchase obligations (“MPOs”): July 2015 - June 2016 $ 60 million July 2016 - June 2017 $ 90 million July 2017 - June 2018 $127 million July 2018 - June 2019 $172 million If the Company misses an MPO in any given year by more than ten percent, after taking into account excess purchases from the previous year, Furrion has the right to either terminate the distribution agreement with six months’ notice or remove exclusivity from the Company. If exclusivity is withdrawn, the Company at its election can terminate the distribution agreement with six months’ notice. Upon termination of the agreement, Furrion has agreed to purchase from the Company any non-obsolete stocks of Furrion products at the cost paid by the Company. After the first year, Furrion and the Company have agreed to review these MPOs on an annual basis and adjust the MPOs as necessary based upon current economic and industry conditions, the development and customer acceptance of new Furrion products, competition and other factors which impact demand for Furrion products. The Company anticipates revisions to the MPOs from time to time. Product Recalls From time to time, the Company cooperates with and assists its customers on their product recalls and inquiries, and occasionally receives inquiries directly from the National Highway Traffic Safety Administration (“NHTSA”) regarding reported incidents involving the Company’s products. In February 2015, NHTSA opened a Preliminary Evaluation as a result of four Vehicle Owner Questionnaires (VOQs) alleging failure of the Company’s electrically powered step (“Coach Step”), which was primarily supplied for motorhome RVs between model years 2008 and 2014. The Coach Step was no longer manufactured after 2014. In March 2015, NHTSA sent a formal request for information, data and supporting documentation from the Company regarding the Coach Step, which the Company provided in April 2015. After a thorough review of the design and operation of the Coach Step, the Company initiated a voluntary safety recall in September 2015 of all double and triple Coach Steps. The Company recorded a reserve of $1.1 million for the contingent obligation in the third quarter of 2015. Environmental The Company’s operations are subject to certain Federal, state and local regulatory requirements relating to the use, storage, discharge and disposal of hazardous materials used during the manufacturing processes. Although the Company believes its operations have been consistent with prevailing industry standards, and are in substantial compliance with applicable environmental laws and regulations, one or more of the Company’s current or former operating sites, or adjacent sites owned by third-parties, have been affected by releases of hazardous materials. As a result, the Company may incur expenditures for future investigation and remediation of these sites. Litigation In the normal course of business, the Company is subject to proceedings, lawsuits, regulatory agency inquiries and other claims. All such matters are subject to uncertainties and outcomes that are not predictable with assurance. While these matters could materially affect operating results when resolved in future periods, it is management’s opinion that, after final disposition, including anticipated insurance recoveries in certain cases, any monetary liability or financial impact to the Company beyond that provided in the Condensed Consolidated Balance Sheet as of March 31, 2016 , would not be material to the Company’s financial position or annual results of operations. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY The following table summarizes information about shares of the Company’s common stock at: March 31, December 31, (In thousands) 2016 2015 2015 Common stock authorized 75,000 30,000 75,000 Common stock issued 27,189 26,817 27,039 Treasury stock 2,684 2,684 2,684 The following reconciliation details the denominator used in the computation of basic and diluted earnings per share: Three Months Ended (In thousands) 2016 2015 Weighted average shares outstanding for basic earnings per share 24,567 24,215 Common stock equivalents pertaining to stock options and deferred stock units 227 326 Weighted average shares outstanding for diluted earnings per share 24,794 24,541 The weighted average diluted shares outstanding for the three months ended March 31, 2016 and 2015 exclude the effect of 242,174 and 218,323 shares of common stock, respectively, subject to stock-based performance awards. Such shares were excluded from total diluted shares because they were anti-dilutive or the specified performance conditions that those shares were subject to were not yet achieved. On April 15, 2016 , a dividend of $0.30 per share of the Company’s common stock, representing an aggregate of $7.3 million , was paid to stockholders of record as of April 1, 2016 . On April 10, 2015 , a special dividend of $2.00 per share of the Company’s common stock, representing an aggregate of $48.2 million , was paid to stockholders of record as of March 27, 2015 . In connection with this special dividend, holders of deferred stock units, restricted stock and stock awards were credited with deferred stock units, restricted stock or stock equal to $2.00 for each deferred stock unit, share of restricted stock or stock award, representing $1.8 million in total for this special dividend. In connection with this special cash dividend, the exercise price of all outstanding stock options was reduced by $2.00 per share. The reductions in exercise price were made pursuant to the terms of the outstanding awards, resulting in no incremental stock-based compensation expense. In February 2016 , the Company issued 4,784 deferred stock units at the average price of $55.22 , or $0.3 million , to executive officers in lieu of cash for a portion of their 2015 incentive compensation. In February 2015 , the Company issued 36,579 deferred stock units at the average price of $55.95 , or $2.0 million , to executive officers in lieu of cash for a portion of their 2014 incentive compensation. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Recurring The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at: March 31, 2016 December 31, 2015 (In thousands) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets Deferred compensation $ 7,733 $ 7,733 $ — $ — $ 7,774 $ 7,774 $ — $ — Total assets $ 7,733 $ 7,733 $ — $ — $ 7,774 $ 7,774 $ — $ — Liabilities Contingent consideration $ 10,298 $ — $ — $ 10,298 $ 10,840 $ — $ — $ 10,840 Deferred compensation 14,146 14,146 — — 11,836 11,836 — — Total liabilities $ 24,444 $ 14,146 $ — $ 10,298 $ 22,676 $ 11,836 $ — $ 10,840 Deferred Compensation The Company has an Executive Non-Qualified Deferred Compensation Plan (the “Plan”). The amounts deferred under the Plan are credited with earnings or losses based upon changes in values of the notional investments elected by the Plan participants. The Company invests approximately 65 percent of the amounts deferred by the Plan participants in life insurance contracts, matching the investments elected by the Plan participants. Deferred compensation assets and liabilities were valued using a market approach based on the quoted market prices of identical instruments. Contingent Consideration Related to Acquisitions Liabilities for contingent consideration related to acquisitions were fair valued using management’s projections for long-term sales forecasts, including assumptions regarding market share gains, foreign currency rates and future industry-specific economic and market conditions, and a market participant’s weighted average cost of capital. Over the next six years , the Company’s long-term sales growth forecasts for products subject to contingent consideration arrangements average approximately 15 percent per year. For further information on the inputs used in determining the fair value, and a roll-forward of the contingent consideration liability, see Note 8 of the Notes to Condensed Consolidated Financial Statements. Changes in either of the inputs in isolation would result in a change in the fair value measurement. A change in the assumptions used for sales forecasts would result in a directionally similar change in the fair value liability, while a change in the weighted average cost of capital would result in a directionally opposite change in the fair value liability. If there is an increase in the fair value liability, the Company would record a charge to selling, general and administrative expenses, and if there is a decrease in the fair value liability, the Company would record a benefit in selling, general and administrative expenses. Non-recurring The following table presents the carrying value on the measurement date of any assets and liabilities which were measured at fair value and recorded at the lower of cost or fair value, on a non-recurring basis, using significant unobservable inputs (Level 3), and the corresponding non-recurring losses or (gains) recognized during the three months ended March 31 : 2016 2015 (In thousands) Carrying Non-Recurring Carrying Non-Recurring Vacant owned facilities $ 2,527 $ — $ 3,866 $ — Net assets of acquired businesses 15,607 — 2,723 — Total assets $ 18,134 $ — $ 6,589 $ — Vacant Owned Facilities During the first three months of 2016 , the Company reviewed the recoverability of the carrying value of one vacant owned facility. At March 31, 2016 , the Company had one vacant owned facility, with an estimated fair value of $5.3 million and a carrying value of $2.5 million , classified in fixed assets in the Condensed Consolidated Balance Sheets. During the first three months of 2015 , the Company reviewed the recoverability of the carrying value of three vacant owned facilities. At March 31, 2015 , the Company had three vacant owned facilities, with an estimated combined fair value of $ 4.1 million and a combined carrying value of $3.9 million , classified in fixed assets in the Condensed Consolidated Balance Sheets. The determination of fair value was based on the best information available, including internal cash flow estimates, market prices for similar assets, broker quotes and independent appraisals, as appropriate. Net Assets of Acquired Businesses The Company valued the assets and liabilities associated with the acquisitions of businesses on the respective acquisition dates. Depending upon the type of asset or liability acquired, the Company used different valuation techniques in determining the fair value. Those techniques included comparable market prices, long-term sales, profitability and cash flow forecasts, assumptions regarding future industry-specific economic and market conditions, a market participant’s weighted average cost of capital, as well as other techniques as circumstances required. For further information on acquired assets and liabilities, see Note 2 of the Notes to Condensed Consolidated Financial Statements. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING The Company has two reportable segments; the recreational vehicle products segment (the “RV Segment”) and the manufactured housing products segment (the “MH Segment”). Intersegment sales are insignificant. The RV Segment, which accounted for 93 percent of consolidated net sales for each of the three month periods ended March 31, 2016 and 2015 , respectively, manufactures or distributes a variety of products assembled in the production of RVs. The Company also supplies certain of these products to the RV aftermarket and to adjacent industries, including buses, trailers used to haul boats, livestock, equipment and other cargo, and pontoon boats. Approximately 72 percent of the Company’s RV Segment net sales for the twelve months ended March 31, 2016 were of products to original equipment manufacturers (“OEMs”) of travel trailer and fifth-wheel RVs. The MH Segment, which accounted for seven percent of consolidated net sales for each of the three month periods ended March 31, 2016 and 2015 , respectively, manufactures or distributes a variety of products assembled in the production of manufactured homes. The Company also supplies certain of these products to the manufactured housing aftermarket and to adjacent industries, including modular housing and mobile office units. Certain of the Company’s MH Segment customers manufacture both manufactured homes and modular homes, and certain of the products manufactured by the Company are suitable for both types of homes. As a result, the Company is not always able to determine in which type of home its products are installed. Decisions concerning the allocation of the Company’s resources are made by the Company’s key executives, with oversight by the Board of Directors. This group evaluates the performance of each segment based upon segment operating profit or loss, generally defined as income or loss before interest and income taxes. Decisions concerning the allocation of resources are also based on each segment’s utilization of assets. Management of debt is a corporate function. The accounting policies of the RV and MH Segments are the same as those described in Note 1 of the Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . Information relating to segments follows for the: Three Months Ended (In thousands) 2016 2015 Net sales: RV Segment: RV OEMs: Travel trailers and fifth-wheels $ 283,369 $ 259,695 Motorhomes 28,523 22,309 RV aftermarket 24,968 17,209 Adjacent industries 54,819 35,358 Total RV Segment net sales 391,679 334,571 MH Segment: Manufactured housing OEMs 21,229 17,823 Manufactured housing aftermarket 4,649 3,829 Adjacent industries 5,241 5,234 Total MH Segment net sales 31,119 26,886 Total net sales $ 422,798 $ 361,457 Operating profit: RV Segment $ 51,281 $ 29,133 MH Segment 4,447 2,705 Total operating profit $ 55,728 $ 31,838 In the third quarter of 2015, the Company refined its methodology for categorizing sales within the RV Segment. This change improves accuracy, but has no impact on total RV Segment net sales or trends. Prior periods have been reclassified to conform to this presentation. Future Changes to Reporting Segments Over the past several years, largely due to the growth the Company has experienced in its RV Segment, the MH Segment is now a smaller part of the Company. MH Segment net sales were seven percent of consolidated net sales for the first three months of 2016 . In addition, the Company has recently increased its focus on the significant opportunities in the RV aftermarket, which is currently included in the RV Segment. In response to the changes, subsequent to March 31, 2016, the Company made changes to its internal reporting structure, reflecting a change in how its Chief Operating Decision Maker will assess the performance of the Company’s operating results and make decisions about resource allocations. The Company is in the process of evaluating changes to its reportable operating segments as a result of this change. The revised segments are anticipated to be effective with the Company’s Quarterly Report on Form 10-Q for the second quarter of 2016. |
Accounting Pronouncements
Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | NEW ACCOUNTING PRONOUNCEMENTS In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting , which amended ASC 718, Compensation - Stock Compensation . This ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016 with early adoption permitted at the beginning of an interim or annual reporting period. The Company is evaluating the effect of adopting this new accounting guidance. In February 2016, the FASB issued ASU 2016-02, Leases . This ASU requires, in most instances, a lessee to recognize on its balance sheet a liability to make lease payments (the lease liability) and also a right-of-use asset representing its right to use the underlying asset for the lease term. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those periods, using a modified retrospective approach with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. This ASU requires entities with a classified balance sheet to present all deferred tax assets and liabilities as non-current. During the first quarter of 2016, the Company elected to retrospectively adopt ASU 2015-17, thus reclassifying current deferred tax assets to non-current on the accompanying Condensed Consolidated Balance Sheet. As a result, the Company reclassified $18,709 and $22,616 from current assets to long-term assets as of March 31, 2015 and December 31, 2015, respectively. The adoption of this guidance has no impact on the Company’s results of operations and cash flows. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs . This ASU requires debt issuance costs be presented on the balance sheet as a reduction from the carrying amount of the related debt liability. In August 2015, the FASB issued an ASU that allows the presentation of debt issuance costs related to line-of-credit arrangements to continue to be an asset on the balance sheet under the simplified guidance, regardless of whether there are any outstanding borrowings on the related arrangements. The amendments in these ASUs are to be applied retrospectively and are effective for interim and annual reporting periods beginning after December 15, 2015. The Company adopted these ASUs retrospectively effective January 1, 2016, and have reclassified all debt issuance costs, with the exception of those related to the revolving credit facility, as a reduction from the carrying amount of the related debt liability for both current and prior periods. The adoption of this guidance had no impact on the Company’s results of operations and cash flows. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This ASU provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is for annual periods, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted for years beginning after December 15, 2016, to be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the effect of adopting this new accounting guidance, but does not expect adoption will have a material impact on the Company’s results of operations, cash flows or financial position. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to product returns, sales and purchase rebates, accounts receivable, inventories, goodwill and other intangible assets, net assets of acquired businesses, income taxes, warranty and product recall obligations, self-insurance obligations, lease terminations, asset retirement obligations, long-lived assets, post-retirement benefits, stock-based compensation, segment allocations, contingent consideration, environmental liabilities, contingencies and litigation. The Company bases its estimates on historical experience, other available information and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other resources. Actual results and events could differ significantly from management estimates. |
New Accounting Pronouncements | In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting , which amended ASC 718, Compensation - Stock Compensation . This ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016 with early adoption permitted at the beginning of an interim or annual reporting period. The Company is evaluating the effect of adopting this new accounting guidance. In February 2016, the FASB issued ASU 2016-02, Leases . This ASU requires, in most instances, a lessee to recognize on its balance sheet a liability to make lease payments (the lease liability) and also a right-of-use asset representing its right to use the underlying asset for the lease term. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those periods, using a modified retrospective approach with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. This ASU requires entities with a classified balance sheet to present all deferred tax assets and liabilities as non-current. During the first quarter of 2016, the Company elected to retrospectively adopt ASU 2015-17, thus reclassifying current deferred tax assets to non-current on the accompanying Condensed Consolidated Balance Sheet. As a result, the Company reclassified $18,709 and $22,616 from current assets to long-term assets as of March 31, 2015 and December 31, 2015, respectively. The adoption of this guidance has no impact on the Company’s results of operations and cash flows. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs . This ASU requires debt issuance costs be presented on the balance sheet as a reduction from the carrying amount of the related debt liability. In August 2015, the FASB issued an ASU that allows the presentation of debt issuance costs related to line-of-credit arrangements to continue to be an asset on the balance sheet under the simplified guidance, regardless of whether there are any outstanding borrowings on the related arrangements. The amendments in these ASUs are to be applied retrospectively and are effective for interim and annual reporting periods beginning after December 15, 2015. The Company adopted these ASUs retrospectively effective January 1, 2016, and have reclassified all debt issuance costs, with the exception of those related to the revolving credit facility, as a reduction from the carrying amount of the related debt liability for both current and prior periods. The adoption of this guidance had no impact on the Company’s results of operations and cash flows. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This ASU provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is for annual periods, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted for years beginning after December 15, 2016, to be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the effect of adopting this new accounting guidance, but does not expect adoption will have a material impact on the Company’s results of operations, cash flows or financial position. |
Acquisitions, Goodwill And Ot21
Acquisitions, Goodwill And Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Goodwill | Goodwill by reportable segment was as follows: (In thousands) RV Segment MH Segment Total Accumulated cost – December 31, 2015 $ 124,121 $ 10,025 $ 134,146 Accumulated impairment – December 31, 2015 (41,276 ) (9,251 ) (50,527 ) Net balance – December 31, 2015 82,845 774 83,619 Acquisitions – 2016 2,493 — 2,493 Net balance – March 31, 2016 $ 85,338 $ 774 $ 86,112 |
Schedule of Other Intangible Assets | Other intangible assets consisted of the following at March 31, 2016 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 99,890 $ 25,729 $ 74,161 6 to 16 Patents 53,890 29,257 24,633 3 to 19 Tradenames 8,655 4,618 4,037 3 to 15 Non-compete agreements 4,568 3,020 1,548 3 to 6 Other 668 387 281 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 172,358 $ 63,011 $ 109,347 Other intangible assets consisted of the following at December 31, 2015 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 94,560 $ 30,514 $ 64,046 6 to 16 Patents 54,293 28,255 26,038 3 to 19 Tradenames 8,935 4,751 4,184 3 to 15 Non-compete agreements 4,493 2,800 1,693 3 to 6 Other 594 307 287 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 167,562 $ 66,627 $ 100,935 |
Flair Interiors | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | he acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands) : Cash consideration $ 8,100 Customer relationships $ 4,000 Net other assets 2,200 Total fair value of net assets acquired $ 6,200 Goodwill (tax deductible) $ 1,900 |
Highwater Marine Furniture | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands) : Cash consideration $ 10,000 Customer relationships $ 8,100 Net tangible assets 1,307 Total fair value of net assets acquired $ 9,407 Goodwill (tax deductible) $ 593 |
EA Technologies | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The acquisition of this business was recorded on the acquisition date as follows (in thousands) : Cash consideration $ 9,248 Customer relationships $ 400 Other identifiable intangible assets 80 Net tangible assets 8,868 Total fair value of net assets acquired $ 9,348 Gain on bargain purchase $ 100 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule Of Inventories | Inventories, valued at the lower of cost (first-in, first-out (FIFO) method) or market, consisted of the following at: March 31, December 31, (In thousands) 2016 2015 2015 Raw materials $ 136,310 $ 119,213 $ 144,397 Work in process 7,859 4,395 4,932 Finished goods 21,015 14,668 21,505 Inventories, net $ 165,184 $ 138,276 $ 170,834 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule Of Fixed Assets | Fixed assets consisted of the following at: March 31, December 31, (In thousands) 2016 2015 2015 Fixed assets, at cost $ 298,355 $ 279,699 $ 291,776 Less accumulated depreciation and amortization 147,977 130,612 141,176 Fixed assets, net $ 150,378 $ 149,087 $ 150,600 |
Accrued Expenses And Other Cu24
Accrued Expenses And Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule Of Accrued Expenses And Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at: March 31, December 31, (In thousands) 2016 2015 2015 Employee compensation and benefits $ 30,900 $ 23,727 $ 25,147 Current portion of accrued warranty 18,185 15,284 17,020 Taxes payable 17,508 5,610 — Sales rebates 9,735 7,016 7,993 Other 23,326 17,862 19,002 Accrued expenses and other current liabilities $ 99,654 $ 69,499 $ 69,162 |
Schedule Of Reconciliation Of The Activity Related To Accrued Warranty | The following table provides a reconciliation of the activity related to the Company’s accrued warranty, including both the current and long-term portions, for the three months ended March 31 : (In thousands) 2016 2015 Balance at beginning of period $ 26,204 $ 21,641 Provision for warranty expense 5,477 4,531 Warranty liability from acquired businesses 125 — Warranty costs paid (3,692 ) (2,666 ) Balance at end of period 28,114 23,506 Less long-term portion 9,929 8,222 Current portion of accrued warranty $ 18,185 $ 15,284 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Purchase Obligations | In connection with this agreement, the Company entered into the following minimum purchase obligations (“MPOs”): July 2015 - June 2016 $ 60 million July 2016 - June 2017 $ 90 million July 2017 - June 2018 $127 million July 2018 - June 2019 $172 million |
Reconciliation Of Contingent Consideration Liability | The following table provides a reconciliation of the Company’s contingent consideration liability for the three months ended March 31 : (In thousands) 2016 2015 Balance at beginning of period $ 10,840 $ 8,129 Acquisitions — — Payments (415 ) (127 ) Accretion (a) 239 289 Fair value adjustments (a) (366 ) (232 ) Balance at end of the period (b) 10,298 8,059 Less current portion in accrued expenses and other current liabilities (5,073 ) (3,494 ) Total long-term portion in other long-term liabilities $ 5,225 $ 4,565 (a) Recorded in selling, general and administrative expense in the Condensed Consolidated Statements of Income. (b) Amounts represent the fair value of estimated remaining payments. The total estimated remaining payments as of March 31, 2016 are $13.3 million . The liability for contingent consideration expires at various dates through September 2029. Certain of the contingent consideration arrangements are subject to a maximum payment amount, while the remaining arrangements have no maximum contingent consideration. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Summary Of Common Stock Information | The following table summarizes information about shares of the Company’s common stock at: March 31, December 31, (In thousands) 2016 2015 2015 Common stock authorized 75,000 30,000 75,000 Common stock issued 27,189 26,817 27,039 Treasury stock 2,684 2,684 2,684 |
Schedule Of Computation Of Basic And Diluted Earnings Per Share | The following reconciliation details the denominator used in the computation of basic and diluted earnings per share: Three Months Ended (In thousands) 2016 2015 Weighted average shares outstanding for basic earnings per share 24,567 24,215 Common stock equivalents pertaining to stock options and deferred stock units 227 326 Weighted average shares outstanding for diluted earnings per share 24,794 24,541 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets And Liabilities Measured At Fair Value On A Recurring Basis | The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at: March 31, 2016 December 31, 2015 (In thousands) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets Deferred compensation $ 7,733 $ 7,733 $ — $ — $ 7,774 $ 7,774 $ — $ — Total assets $ 7,733 $ 7,733 $ — $ — $ 7,774 $ 7,774 $ — $ — Liabilities Contingent consideration $ 10,298 $ — $ — $ 10,298 $ 10,840 $ — $ — $ 10,840 Deferred compensation 14,146 14,146 — — 11,836 11,836 — — Total liabilities $ 24,444 $ 14,146 $ — $ 10,298 $ 22,676 $ 11,836 $ — $ 10,840 |
Schedule Of Non-Recurring Losses Recognized Using Fair Value Measurements And The Carrying Value Of Any Assets And Liabilities Measured Using Fair Value Estimates | The following table presents the carrying value on the measurement date of any assets and liabilities which were measured at fair value and recorded at the lower of cost or fair value, on a non-recurring basis, using significant unobservable inputs (Level 3), and the corresponding non-recurring losses or (gains) recognized during the three months ended March 31 : 2016 2015 (In thousands) Carrying Non-Recurring Carrying Non-Recurring Vacant owned facilities $ 2,527 $ — $ 3,866 $ — Net assets of acquired businesses 15,607 — 2,723 — Total assets $ 18,134 $ — $ 6,589 $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule Of Information Relating To Segments | Information relating to segments follows for the: Three Months Ended (In thousands) 2016 2015 Net sales: RV Segment: RV OEMs: Travel trailers and fifth-wheels $ 283,369 $ 259,695 Motorhomes 28,523 22,309 RV aftermarket 24,968 17,209 Adjacent industries 54,819 35,358 Total RV Segment net sales 391,679 334,571 MH Segment: Manufactured housing OEMs 21,229 17,823 Manufactured housing aftermarket 4,649 3,829 Adjacent industries 5,241 5,234 Total MH Segment net sales 31,119 26,886 Total net sales $ 422,798 $ 361,457 Operating profit: RV Segment $ 51,281 $ 29,133 MH Segment 4,447 2,705 Total operating profit $ 55,728 $ 31,838 In the third quarter of 2015, the Company refined its methodology for categorizing sales within the RV Segment. This change improves accuracy, but has no impact on total RV Segment net sales or trends. Prior periods have been reclassified to conform to this presentation. |
Basis of Presentation (Details)
Basis of Presentation (Details) | Mar. 31, 2016 |
Manufacturing Facility | |
Property, Plant and Equipment | |
Manufacturing Facilities | 44 |
Acquisitions, Goodwill And Ot30
Acquisitions, Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | May. 01, 2016 | Feb. 29, 2016 | Jan. 31, 2016 | Jan. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 |
Project 2,000 | ||||||
Business Acquisition [Line Items] | ||||||
Annual sales of acquired entity | $ 12,000 | |||||
Flair Interiors | ||||||
Business Acquisition [Line Items] | ||||||
Annual sales of acquired entity | $ 25,000 | |||||
Cash consideration | $ 8,100 | |||||
Flair Interiors | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Acquired intangible assets useful life | 15 years | |||||
Highwater Marine Furniture | ||||||
Business Acquisition [Line Items] | ||||||
Annual sales of acquired entity | $ 20,000 | |||||
Cash consideration | $ 10,000 | |||||
Highwater Marine Furniture | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Acquired intangible assets useful life | 15 years | |||||
EA Technologies | ||||||
Business Acquisition [Line Items] | ||||||
Annual sales of acquired entity | $ 17,000 | |||||
Cash consideration | $ 9,248 | $ 6,600 | ||||
Subsequent Event | Project 2000 | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of interests acquired | 100.00% | |||||
Cash consideration | $ 18,800 |
Acquisitions, Goodwill And Ot31
Acquisitions, Goodwill And Other Intangible Assets (Schedule Of Business Acquisitions) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Feb. 29, 2016 | Jan. 31, 2016 | Jan. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | |
Business Acquisition [Line Items] | |||||||
Goodwill (tax deductible) | $ 86,112 | $ 83,619 | $ 66,521 | ||||
Highwater Marine Furniture | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 10,000 | ||||||
Net tangible assets | $ 1,307 | ||||||
Total fair value of net assets acquired | 9,407 | ||||||
Goodwill (tax deductible) | 593 | ||||||
Flair Interiors | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | 8,100 | ||||||
Net other assets | 2,200 | ||||||
Total fair value of net assets acquired | $ 6,200 | ||||||
Goodwill (tax deductible) | 1,900 | ||||||
EA Technologies | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | 9,248 | $ 6,600 | |||||
Net tangible assets | 8,868 | ||||||
Total fair value of net assets acquired | 9,348 | ||||||
Gain on bargain purchase | 100 | ||||||
Customer Relationships | Highwater Marine Furniture | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets, excluding goodwill | 8,100 | ||||||
Customer Relationships | Flair Interiors | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets, excluding goodwill | $ 4,000 | ||||||
Customer Relationships | EA Technologies | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets, excluding goodwill | 400 | ||||||
Other Intangible Assets | EA Technologies | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets, excluding goodwill | $ 80 |
Acquisitions, Goodwill And Ot32
Acquisitions, Goodwill And Other Intangible Assets (Schedule Of Goodwill By Reportable Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information | ||
Accumulated cost – December 31, 2015 | $ 134,146 | |
Accumulated impairment – December 31, 2015 | (50,527) | |
Net balance – December 31, 2015 | $ 83,619 | |
Acquisitions – 2016 | 2,493 | |
Net balance – March 31, 2016 | 86,112 | |
RV Segment | ||
Segment Reporting Information | ||
Accumulated cost – December 31, 2015 | 124,121 | |
Accumulated impairment – December 31, 2015 | (41,276) | |
Net balance – December 31, 2015 | 82,845 | |
Acquisitions – 2016 | 2,493 | |
Net balance – March 31, 2016 | 85,338 | |
MH Segment | ||
Segment Reporting Information | ||
Accumulated cost – December 31, 2015 | 10,025 | |
Accumulated impairment – December 31, 2015 | $ (9,251) | |
Net balance – December 31, 2015 | 774 | |
Acquisitions – 2016 | 0 | |
Net balance – March 31, 2016 | $ 774 |
Acquisitions, Goodwill And Ot33
Acquisitions, Goodwill And Other Intangible Assets (Schedule Of Other Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Acquired Intangible Assets | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 63,011 | $ 66,627 | |
Indefinite-Lived Intangible Assets - Purchased research and development | 4,687 | 4,687 | |
Intangible Assets, Gross (Excluding Goodwill) | 172,358 | 167,562 | |
Intangible Assets, Net (Excluding Goodwill) | 109,347 | $ 93,898 | 100,935 |
Customer Relationships | |||
Acquired Intangible Assets | |||
Finite-Lived Intangible Assets, Gross | 99,890 | 94,560 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 25,729 | 30,514 | |
Finite-Lived Intangible Assets, Net | $ 74,161 | $ 64,046 | |
Customer Relationships | Minimum | |||
Acquired Intangible Assets | |||
Estimated useful life in years | 6 years | 6 years | |
Customer Relationships | Maximum | |||
Acquired Intangible Assets | |||
Estimated useful life in years | 16 years | 16 years | |
Patents | |||
Acquired Intangible Assets | |||
Finite-Lived Intangible Assets, Gross | $ 53,890 | $ 54,293 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 29,257 | 28,255 | |
Finite-Lived Intangible Assets, Net | $ 24,633 | $ 26,038 | |
Patents | Minimum | |||
Acquired Intangible Assets | |||
Estimated useful life in years | 3 years | 3 years | |
Patents | Maximum | |||
Acquired Intangible Assets | |||
Estimated useful life in years | 19 years | 19 years | |
Tradenames | |||
Acquired Intangible Assets | |||
Finite-Lived Intangible Assets, Gross | $ 8,655 | $ 8,935 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 4,618 | 4,751 | |
Finite-Lived Intangible Assets, Net | $ 4,037 | $ 4,184 | |
Tradenames | Minimum | |||
Acquired Intangible Assets | |||
Estimated useful life in years | 3 years | 3 years | |
Tradenames | Maximum | |||
Acquired Intangible Assets | |||
Estimated useful life in years | 15 years | 15 years | |
Non-compete Agreements | |||
Acquired Intangible Assets | |||
Finite-Lived Intangible Assets, Gross | $ 4,568 | $ 4,493 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 3,020 | 2,800 | |
Finite-Lived Intangible Assets, Net | $ 1,548 | $ 1,693 | |
Non-compete Agreements | Minimum | |||
Acquired Intangible Assets | |||
Estimated useful life in years | 3 years | 3 years | |
Non-compete Agreements | Maximum | |||
Acquired Intangible Assets | |||
Estimated useful life in years | 6 years | 6 years | |
Other | |||
Acquired Intangible Assets | |||
Finite-Lived Intangible Assets, Gross | $ 668 | $ 594 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 387 | 307 | |
Finite-Lived Intangible Assets, Net | $ 281 | $ 287 | |
Other | Minimum | |||
Acquired Intangible Assets | |||
Estimated useful life in years | 2 years | 2 years | |
Other | Maximum | |||
Acquired Intangible Assets | |||
Estimated useful life in years | 12 years | 12 years |
Inventories (Schedule Of Invent
Inventories (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 136,310 | $ 144,397 | $ 119,213 |
Work in process | 7,859 | 4,932 | 4,395 |
Finished goods | 21,015 | 21,505 | 14,668 |
Inventories, net | $ 165,184 | $ 170,834 | $ 138,276 |
Fixed Assets (Schedule Of Fixed
Fixed Assets (Schedule Of Fixed Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Property, Plant and Equipment [Abstract] | |||
Fixed assets, at cost | $ 298,355 | $ 291,776 | $ 279,699 |
Less accumulated depreciation and amortization | 147,977 | 141,176 | 130,612 |
Fixed assets, net | $ 150,378 | $ 150,600 | $ 149,087 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Long-term purchase commitment, time period | 6 years | |||
Proceeds from sale of extrusion assets | $ 300,000 | |||
Gain on contract termination | $ 1,600,000 | |||
Note Receivable for Sale of Assets | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Notes receivable amount | $ 7,200,000 | |||
Note receivable term | 4 years | |||
Proceeds from note receivable | $ 3,800,000 | |||
Note receivable present value | $ 6,400,000 | 3,200,000 | ||
Note Receivable for Contract Termination | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Notes receivable amount | $ 2,000,000 | |||
Note receivable present value | $ 1,700,000 | $ 1,600,000 |
Accrued Expenses And Other Cu37
Accrued Expenses And Other Current Liabilities (Schedule Of Accrued Expenses And Other Current Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Payables and Accruals [Abstract] | |||
Employee compensation and benefits | $ 30,900 | $ 25,147 | $ 23,727 |
Current portion of accrued warranty | 18,185 | 17,020 | 15,284 |
Taxes payable | 17,508 | 0 | 5,610 |
Sales rebates | 9,735 | 7,993 | 7,016 |
Other | 23,326 | 19,002 | 17,862 |
Accrued expenses and other current liabilities | $ 99,654 | $ 69,162 | $ 69,499 |
Accrued Expenses And Other Cu38
Accrued Expenses And Other Current Liabilities (Schedule Of Reconciliation Of The Activity Related To Accrued Warranty) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | |||
Balance at beginning of period | $ 26,204 | $ 21,641 | |
Provision for warranty expense | 5,477 | 4,531 | |
Warranty liability from acquired businesses | 125 | 0 | |
Warranty costs paid | (3,692) | (2,666) | |
Balance at end of period | 28,114 | 23,506 | |
Less long-term portion | 9,929 | 8,222 | |
Current portion of accrued warranty | $ 18,185 | $ 15,284 | $ 17,020 |
Long-Term Indebtedness (Details
Long-Term Indebtedness (Details) | Apr. 27, 2016USD ($) | Mar. 20, 2015USD ($) | Feb. 24, 2014USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) | Mar. 03, 2015USD ($) |
Line of Credit Facility | |||||||
Long-term indebtedness | $ 49,920,000 | $ 49,910,000 | $ 49,955,000 | ||||
Line of Credit | |||||||
Line of Credit Facility | |||||||
Debt outstanding at period end | 0 | ||||||
Remaining availability under the facilities | $ 197,400,000 | ||||||
Maximum leverage ratio | 2.5 | ||||||
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit | |||||||
Line of Credit Facility | |||||||
Maximum borrowings under line of credit | $ 75,000,000 | $ 100,000,000 | |||||
Potential increase in line of credit borrowing capacity | 25,000,000 | ||||||
Letters of credit outstanding amount | $ 2,600,000 | ||||||
Remaining availability under the facilities | $ 97,400,000 | ||||||
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit | Prime Rate | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.00% | ||||||
Minimum stated interest rate | 1.50% | ||||||
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit | Prime Rate | Minimum | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 0.75% | ||||||
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit | Prime Rate | Maximum | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.00% | ||||||
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit | LIBOR | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.75% | ||||||
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit | LIBOR | Minimum | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.75% | ||||||
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit | LIBOR | Maximum | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 2.00% | ||||||
Prudential Investment Management Inc | Line of Credit | |||||||
Line of Credit Facility | |||||||
Remaining availability under the facilities | $ 150,000,000 | ||||||
Period after request is issued, by company, for interest payable rate to be determined by Prudential | 5 days | ||||||
Long-term indebtedness | $ 50,000,000 | ||||||
Debt Instrument, Term | 5 years | ||||||
Interest rate during period | 3.35% | ||||||
Prudential Investment Management Inc | Line of Credit | Maximum | |||||||
Line of Credit Facility | |||||||
Maturity period of Promissory Notes | 12 years | ||||||
Subsequent Event | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | |||||||
Line of Credit Facility | |||||||
Maximum borrowings under line of credit | $ 200,000,000 | ||||||
Maximum draw capacity in approved foreign currencies | 50,000,000 | ||||||
Additional maximum borrowing capacity upon approval | $ 125,000,000 | ||||||
Option One | Subsequent Event | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | LIBOR | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.00% | ||||||
Option One | Subsequent Event | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | LIBOR | Minimum | |||||||
Line of Credit Facility | |||||||
Debt instrument, additional margin interest rate | 0.00% | ||||||
Option One | Subsequent Event | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | LIBOR | Maximum | |||||||
Line of Credit Facility | |||||||
Debt instrument, additional margin interest rate | 0.625% | ||||||
Option One | Subsequent Event | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | Federal Funds Effective Rate | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 0.50% | ||||||
Option Two | Subsequent Event | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | LIBOR | Minimum | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.00% | ||||||
Option Two | Subsequent Event | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | LIBOR | Maximum | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.625% |
Commitments And Contingencies40
Commitments And Contingencies (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Loss Contingencies | |
Percentage of weighted average cost of capital | 13.90% |
Selling, General and Administrative Expenses | |
Loss Contingencies | |
Loss contingency accrual | $ 1.1 |
Commitments And Contingencies41
Commitments And Contingencies (Schedule of Minimum Purchase Obligations) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2015 | Apr. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | |
Long-term Purchase Commitment | ||||
Long-term purchase commitment, time period | 6 years | |||
Net sales | $ 422,798 | $ 361,457 | ||
Furrion Limited | ||||
Long-term Purchase Commitment | ||||
Long-term purchase commitment, time period | 6 years | |||
Furrion Limited | Inventories | ||||
Long-term Purchase Commitment | ||||
July 2015 - June 2016 | $ 60,000 | |||
July 2016 - June 2017 | 90,000 | |||
July 2017 - June 2018 | 127,000 | |||
July 2018 - June 2019 | $ 172,000 |
Commitments And Contingencies42
Commitments And Contingencies (Reconciliation Of Contingent Consideration Liability) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
Business Combination, Contingent Consideration, Reconciliation of Change in Liability [Roll Forward] | ||||
Balance at beginning of period | $ 10,840 | $ 8,129 | ||
Acquisitions | 0 | 0 | ||
Payments | (415) | (127) | ||
Accretion | [1] | 239 | 289 | |
Fair value adjustments | [1] | (366) | (232) | |
Balance at end of the period | 10,298 | 8,059 | [2] | |
Less current portion in accrued expenses and other current liabilities | (5,073) | (3,494) | ||
Total long-term portion in other long-term liabilities | 5,225 | $ 4,565 | ||
Contingent consideration, total remaining estimated payments | $ 13,300 | |||
[1] | Recorded in selling, general and administrative expense in the Condensed Consolidated Statements of Income | |||
[2] | Amounts represent the fair value of estimated remaining payments. The total estimated remaining payments as of March 31, 2016 are $13.3 million. The liability for contingent consideration expires at various dates through September 2029. Certain of the contingent consideration arrangements are subject to a maximum payment amount, while the remaining arrangements have no maximum contingent consideration. |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | Apr. 15, 2016 | Apr. 10, 2015 | Feb. 29, 2016 | Feb. 28, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average diluted shares outstanding excludes shares of common stock subject to stock options | 242,174 | 218,323 | ||||
Cash dividend (in usd per share) | $ 2 | $ 0.3 | ||||
Special dividend, stock per share or unit | $ 2 | |||||
Reduction in exercise price for all outstanding stock options | $ 2 | |||||
Deferred stock units issued to executive officers | 4,784 | 36,579 | ||||
Deferred stock units issued to executive officers, aggregate fair value | $ 300,000 | $ 2,000,000 | ||||
Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Payments of dividends | $ 48,200,000 | |||||
Deferred Stock Units, Restricted Stock and Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Dividend equivalents on stock-based awards | $ 1,800,000 | |||||
Weighted Average | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Deferred stock units issued to executive officers, exercise price | $ 55.22 | $ 55.95 | ||||
Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Cash dividend (in usd per share) | $ 0.3 | |||||
Payments of dividends | $ 7,300,000 |
Stockholders' Equity (Summary O
Stockholders' Equity (Summary Of Common Stock Information) (Details) - shares shares in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Stockholders' Equity Note [Abstract] | |||
Common stock authorized | 75,000 | 75,000 | 30,000 |
Common stock issued | 27,189 | 27,039 | 26,817 |
Treasury stock | 2,684 | 2,684 | 2,684 |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule Of Computation Of Basic And Diluted Earnings Per Share) (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | ||
Weighted average shares outstanding for basic earnings per share (in shares) | 24,567 | 24,215 |
Common stock equivalents pertaining to stock options and deferred stock units | 227 | 326 |
Weighted average shares outstanding for diluted earnings per share (in shares) | 24,794 | 24,541 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)property | Mar. 31, 2015USD ($)property | Dec. 31, 2015USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Percentage of deferred compensation invested in life insurance contracts | 65.00% | ||
Number of years long-term sales growth forecasted over | 6 years | ||
Average long-term sales growth forecast, over next 4 years, percent per year | 15.00% | ||
Combined carrying value | $ 150,378 | $ 149,087 | $ 150,600 |
Vacant Owned Facilities | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Number of vacant owned facilities | property | 1 | 3 | |
Number of properties classified as fixed assets | property | 1 | 3 | |
Estimated combined fair value | $ 5,300 | $ 4,100 | |
Combined carrying value | $ 2,500 | $ 3,900 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Deferred compensation | $ 7,733 | $ 7,774 |
Total assets | 7,733 | 7,774 |
Liabilities | ||
Contingent consideration | 10,298 | 10,840 |
Deferred compensation | 14,146 | 11,836 |
Total liabilities | 24,444 | 22,676 |
Level 1 | ||
Assets | ||
Deferred compensation | 7,733 | 7,774 |
Total assets | 7,733 | 7,774 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Deferred compensation | 14,146 | 11,836 |
Total liabilities | 14,146 | 11,836 |
Level 2 | ||
Assets | ||
Deferred compensation | 0 | 0 |
Total assets | 0 | 0 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Deferred compensation | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | ||
Assets | ||
Deferred compensation | 0 | 0 |
Total assets | 0 | 0 |
Liabilities | ||
Contingent consideration | 10,298 | 10,840 |
Deferred compensation | 0 | 0 |
Total liabilities | $ 10,298 | $ 10,840 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule Of Non-Recurring Losses Recognized Using Fair Value Measurements And The Carrying Value Of Any Assets And Liabilities Measured Using Fair Value Estimates) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Assets | ||
Assets, carrying value | $ 18,134 | $ 6,589 |
Assets, non-recurring losses (gains) | 0 | 0 |
Vacant Owned Facilities | ||
Assets | ||
Assets, carrying value | 2,527 | 3,866 |
Assets, non-recurring losses (gains) | 0 | 0 |
Net Assets Of Acquired Businesses | ||
Assets | ||
Assets, carrying value | 15,607 | 2,723 |
Assets, non-recurring losses (gains) | $ 0 | $ 0 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
Segment Reporting Information | |
Number of reportable segments | 2 |
RV Segment | |
Segment Reporting Information | |
Consolidated net sales, percentage | 93.00% |
Travel Trailer And Fifth-Wheels | Sales Revenue, Net | |
Segment Reporting Information | |
Net sales from RV aftermarket (percentage) | 72.00% |
MH Segment | |
Segment Reporting Information | |
Consolidated net sales, percentage | 7.00% |
Product Concentration Risk | Manufactured Housing OEMs | Sales Revenue, Net | |
Segment Reporting Information | |
Consolidated net sales, percentage | 7.00% |
Segment Reporting (Schedule Of
Segment Reporting (Schedule Of Information Relating To Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information | ||
Net sales | $ 422,798 | $ 361,457 |
Operating profit | 55,728 | 31,838 |
RV Segment | ||
Segment Reporting Information | ||
Net sales | 391,679 | 334,571 |
Operating profit | 51,281 | 29,133 |
Travel Trailer And Fifth-Wheels | ||
Segment Reporting Information | ||
Net sales | 283,369 | 259,695 |
Motorhomes | ||
Segment Reporting Information | ||
Net sales | 28,523 | 22,309 |
RV Aftermarket | ||
Segment Reporting Information | ||
Net sales | 24,968 | 17,209 |
Adjacent Industries | ||
Segment Reporting Information | ||
Net sales | 54,819 | 35,358 |
MH Segment | ||
Segment Reporting Information | ||
Net sales | 31,119 | 26,886 |
Operating profit | 4,447 | 2,705 |
Manufactured Housing OEMs | ||
Segment Reporting Information | ||
Net sales | 21,229 | 17,823 |
Manufactured Housing Aftermarket | ||
Segment Reporting Information | ||
Net sales | 4,649 | 3,829 |
Adjacent Industries | ||
Segment Reporting Information | ||
Net sales | $ 5,241 | $ 5,234 |
Accounting Pronouncements (Deta
Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Current assets | $ (321,204) | $ (245,826) | $ (275,898) |
Accounting Standards Update 2015-17 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Long-term assets | 22,616 | 18,709 | |
Current assets | $ 22,616 | $ 18,709 |