Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-13646 | |
Entity Registrant Name | LCI INDUSTRIES | |
Entity Central Index Key | 0000763744 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3250533 | |
Entity Address, Address Line One | 3501 County Road 6 East | |
Entity Address, City or Town | Elkhart, | |
Entity Address, State or Province | IN | |
Entity Address, Postal Zip Code | 46514 | |
City Area Code | 574 | |
Local Phone Number | 535-1125 | |
Title of 12(b) Security | Common Stock, $.01 par value | |
Trading Symbol | LCII | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,430,293 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,132,079 | $ 1,165,309 | $ 4,312,797 | $ 3,259,287 |
Cost of sales | 879,025 | 913,728 | 3,186,415 | 2,508,318 |
Gross profit | 253,054 | 251,581 | 1,126,382 | 750,969 |
Selling, general and administrative expenses | 165,479 | 162,557 | 550,317 | 466,532 |
Operating profit | 87,575 | 89,024 | 576,065 | 284,437 |
Interest expense, net | 6,910 | 4,667 | 19,353 | 10,844 |
Income before income taxes | 80,665 | 84,357 | 556,712 | 273,593 |
Provision for income taxes | 19,273 | 20,956 | 144,609 | 68,183 |
Net income | $ 61,392 | $ 63,401 | $ 412,103 | $ 205,410 |
Net income per common share: | ||||
Basic (in usd per share) | $ 2.41 | $ 2.51 | $ 16.23 | $ 8.14 |
Diluted (in usd per share) | $ 2.40 | $ 2.49 | $ 16.15 | $ 8.10 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 25,447 | 25,286 | 25,398 | 25,247 |
Diluted (in shares) | 25,600 | 25,417 | 25,520 | 25,371 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 61,392 | $ 63,401 | $ 412,103 | $ 205,410 |
Other comprehensive (loss) income: | ||||
Net foreign currency translation adjustment | (12,197) | (1,793) | (28,767) | (3,875) |
Actuarial (loss) gain on pension plans | (125) | 0 | 13,860 | 933 |
Total comprehensive income | $ 49,070 | $ 61,608 | $ 397,196 | $ 202,468 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 23,403 | $ 62,896 |
Accounts receivable, net of allowances of $7,769 and $6,446 at September 30, 2022 and December 31, 2021, respectively | 335,945 | 319,782 |
Inventories, net | 1,079,902 | 1,095,907 |
Prepaid expenses and other current assets | 66,236 | 88,300 |
Total current assets | 1,505,486 | 1,566,885 |
Fixed assets, net | 470,571 | 426,455 |
Goodwill | 551,615 | 543,180 |
Other intangible assets, net | 489,555 | 519,957 |
Operating lease right-of-use assets | 195,877 | 164,618 |
Other long-term assets | 55,867 | 66,999 |
Total assets | 3,268,971 | 3,288,094 |
Current liabilities | ||
Current maturities of long-term indebtedness | 22,089 | 71,003 |
Accounts payable, trade | 201,032 | 282,183 |
Current portion of operating lease obligations | 33,862 | 30,592 |
Accrued expenses and other current liabilities | 243,138 | 243,438 |
Total current liabilities | 500,121 | 627,216 |
Long-term indebtedness | 1,039,870 | 1,231,959 |
Operating lease obligations | 172,643 | 143,436 |
Deferred taxes | 26,816 | 43,184 |
Other long-term liabilities | 105,964 | 149,424 |
Total liabilities | 1,845,414 | 2,195,219 |
Stockholders’ equity | ||
Common stock, par value $.01 per share | 285 | 284 |
Paid-in capital | 231,518 | 220,459 |
Retained earnings | 1,265,324 | 930,795 |
Accumulated other comprehensive loss | (15,408) | (501) |
Stockholders' equity before treasury stock | 1,481,719 | 1,151,037 |
Treasury stock, at cost | (58,162) | (58,162) |
Total stockholders' equity | 1,423,557 | 1,092,875 |
Total liabilities and stockholders' equity | $ 3,268,971 | $ 3,288,094 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 7,769 | $ 6,446 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||||||
Net income | $ 61,392 | $ 196,181 | $ 63,401 | $ 74,120 | $ 412,103 | $ 205,410 | ||
Adjustments to reconcile net income to cash flows provided by operating activities: | ||||||||
Depreciation and amortization | 95,966 | 80,211 | ||||||
Stock-based compensation expense | 20,564 | 20,295 | ||||||
Deferred taxes | (2,401) | 0 | ||||||
Other non-cash items | 1,174 | 5,418 | ||||||
Changes in assets and liabilities, net of acquisitions of businesses: | ||||||||
Accounts receivable, net | (18,128) | (140,768) | ||||||
Inventories, net | 26,508 | (253,031) | ||||||
Prepaid expenses and other assets | 31,304 | (28,274) | ||||||
Accounts payable, trade | (82,054) | 97,071 | ||||||
Accrued expenses and other liabilities | 471 | 25,961 | ||||||
Net cash flows provided by operating activities | 485,507 | 12,293 | ||||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (103,748) | (73,872) | ||||||
Acquisitions of businesses | (55,709) | (154,544) | ||||||
Other investing activities | 2,137 | 11,544 | ||||||
Net cash flows used in investing activities | (157,320) | (216,872) | ||||||
Cash flows from financing activities: | ||||||||
Vesting of stock-based awards, net of shares tendered for payment of taxes | (10,805) | (8,258) | ||||||
Proceeds from revolving credit facility | 844,900 | 832,493 | ||||||
Repayments under revolving credit facility | (1,001,040) | (912,547) | ||||||
Repayments under shelf loan, term loan, and other borrowings | (65,852) | (13,375) | ||||||
Proceeds from issuance of convertible notes | 0 | 460,000 | ||||||
Purchases of convertible note hedge contracts | 0 | (100,142) | ||||||
Proceeds from issuance of warrants concurrent with note hedge contracts | 0 | 48,484 | ||||||
Payment of debt issuance costs | 0 | (11,955) | ||||||
Payment of dividends | (76,273) | (64,425) | ||||||
Payment of contingent consideration and holdbacks related to acquisitions | (57,328) | (8,061) | ||||||
Other financing activities | 1,468 | 1,972 | ||||||
Net cash flows (used in) provided by financing activities | (364,930) | 224,186 | ||||||
Effect of exchange rate changes on cash and cash equivalents | (2,750) | 1,187 | ||||||
Net (decrease) increase in cash and cash equivalents | (39,493) | 20,794 | ||||||
Cash and cash equivalents at beginning of period | $ 62,896 | $ 72,615 | $ 51,821 | 62,896 | 51,821 | $ 51,821 | ||
Cash and cash equivalents cash at end of period | $ 23,403 | $ 62,896 | $ 72,615 | 23,403 | 72,615 | $ 62,896 | ||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid during the period for interest | 16,326 | 9,127 | ||||||
Cash paid during the period for income taxes, net of refunds | 144,121 | 75,822 | ||||||
Purchase of property and equipment in accrued expenses | $ 2,019 | $ 4,036 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement Of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance at Dec. 31, 2020 | $ 908,326 | $ 282 | $ 227,407 | $ 731,710 | $ 7,089 | $ (58,162) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 74,120 | 74,120 | ||||
Issuance of shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | (7,767) | 1 | (7,768) | |||
Stock-based compensation expense | 7,436 | 7,436 | ||||
Other comprehensive income (loss) | (3,589) | (3,589) | ||||
Cash dividends | (18,939) | (18,939) | ||||
Dividend equivalents on stock-based awards | 0 | 325 | (325) | |||
Ending balance at Mar. 31, 2021 | 959,587 | 283 | 227,400 | 786,566 | 3,500 | (58,162) |
Beginning balance at Dec. 31, 2020 | 908,326 | 282 | 227,407 | 731,710 | 7,089 | (58,162) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 205,410 | |||||
Ending balance at Sep. 30, 2021 | 1,031,140 | 284 | 213,271 | 871,600 | 4,147 | (58,162) |
Beginning balance at Mar. 31, 2021 | 959,587 | 283 | 227,400 | 786,566 | 3,500 | (58,162) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 67,889 | 67,889 | ||||
Issuance of shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | (158) | 1 | (159) | |||
Stock-based compensation expense | 6,423 | 6,423 | ||||
Other comprehensive income (loss) | 2,440 | 2,440 | ||||
Cash dividends | (22,739) | (22,739) | ||||
Dividend equivalents on stock-based awards | 0 | 388 | (388) | |||
Ending balance at Jun. 30, 2021 | 986,176 | 284 | 206,786 | 831,328 | 5,940 | (58,162) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | (75,750) | (75,750) | ||||
Issuance of warrants | 48,484 | 48,484 | ||||
Net income | 63,401 | 63,401 | ||||
Issuance of shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | (333) | (333) | ||||
Stock-based compensation expense | 6,436 | 6,436 | ||||
Other comprehensive income (loss) | (1,793) | (1,793) | ||||
Cash dividends | (22,747) | (22,747) | ||||
Dividend equivalents on stock-based awards | 0 | 382 | (382) | |||
Ending balance at Sep. 30, 2021 | 1,031,140 | 284 | 213,271 | 871,600 | 4,147 | (58,162) |
Beginning balance at Dec. 31, 2021 | 1,092,875 | 284 | 220,459 | 930,795 | (501) | (58,162) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 196,181 | 196,181 | ||||
Issuance of shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | (10,569) | 1 | (10,570) | |||
Stock-based compensation expense | 6,517 | 6,517 | ||||
Other comprehensive income (loss) | (2,882) | (2,882) | ||||
Cash dividends | (22,870) | (22,870) | ||||
Dividend equivalents on stock-based awards | 0 | 392 | (392) | |||
Ending balance at Mar. 31, 2022 | 1,259,252 | 285 | 216,798 | 1,103,714 | (3,383) | (58,162) |
Beginning balance at Dec. 31, 2021 | 1,092,875 | 284 | 220,459 | 930,795 | (501) | (58,162) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 412,103 | |||||
Ending balance at Sep. 30, 2022 | 1,423,557 | 285 | 231,518 | 1,265,324 | (15,408) | (58,162) |
Beginning balance at Mar. 31, 2022 | 1,259,252 | 285 | 216,798 | 1,103,714 | (3,383) | (58,162) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 154,530 | 154,530 | ||||
Issuance of shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | (204) | 0 | (204) | |||
Stock-based compensation expense | 7,184 | 7,184 | ||||
Other comprehensive income (loss) | 297 | 297 | ||||
Cash dividends | (26,702) | (26,702) | ||||
Dividend equivalents on stock-based awards | 0 | 453 | (453) | |||
Ending balance at Jun. 30, 2022 | 1,394,357 | 285 | 224,231 | 1,231,089 | (3,086) | (58,162) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 61,392 | |||||
Issuance of shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | (32) | 0 | (32) | |||
Stock-based compensation expense | 6,863 | 6,863 | ||||
Other comprehensive income (loss) | (12,322) | (12,322) | ||||
Cash dividends | (26,701) | (26,701) | ||||
Dividend equivalents on stock-based awards | 0 | 456 | (456) | |||
Ending balance at Sep. 30, 2022 | $ 1,423,557 | $ 285 | $ 231,518 | $ 1,265,324 | $ (15,408) | $ (58,162) |
Condensed Consolidated Statem_5
Condensed Consolidated Statement Of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Issuance of common stock (in shares) | 578 | 18,245 | 138,208 | 3,385 | 16,324 | 97,086 |
Cash dividend (in usd per share) | $ 1.05 | $ 1.05 | $ 0.90 | $ 0.90 | $ 0.9 | $ 0.75 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | BASIS OF PRESENTATION The Condensed Consolidated Financial Statements include the accounts of LCI Industries and its wholly-owned subsidiaries ("LCII" and collectively with its subsidiaries, the "Company," "we," "us," or "our"). LCII has no unconsolidated subsidiaries. LCII, through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, "Lippert Components," "LCI," or "Lippert"), supplies, domestically and internationally, a broad array of engineered components for the leading original equipment manufacturers ("OEMs") in the recreation and transportation product markets, consisting primarily of recreational vehicles ("RVs") and adjacent industries including buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; boats; trains; manufactured homes; and modular housing. The Company also supplies engineered components to the related aftermarkets of these industries, primarily by selling to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet. At September 30, 2022, the Company operated over 130 manufacturing and distribution facilities located throughout North America and Europe. Most 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, current and future seasonal industry trends have been, and may in the future be, different than in prior years due to various factors, including fluctuations in dealer inventories and the timing of dealer orders, 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 impact of severe weather conditions on the timing of industry-wide shipments from time to time, as well as the coronavirus ("COVID-19") pandemic and related impacts. Additionally, many of the optional upgrades and non-critical replacement parts for RVs are purchased outside the normal product selling season, thereby causing Aftermarket Segment sales to be counter-seasonal, but this has been, and may in the future be, different as a result of the COVID-19 pandemic and related impacts. The Company is not aware of any significant events which occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Condensed Consolidated Financial Statements. All significant intercompany balances and transactions have been eliminated. 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. Results for interim periods should not be considered indicative of results for the full year. 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, operating lease right-of-use assets and obligations, asset retirement obligations, long-lived assets, pension and 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. Risks and Uncertainties The COVID-19 pandemic and the conflict between Russia and Ukraine (the "Russia-Ukraine War") have caused significant uncertainty and disruption in the global economy and financial markets. Management continues to closely monitor the impact of COVID-19 and the Russia-Ukraine War, as well as heightened tensions between China and Taiwan, on all aspects of the business. The extent to which COVID-19, the Russia-Ukraine War, and/or relations between China and Taiwan may impact the Company's liquidity, financial condition, and results of operations in the future remains uncertain. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Condensed Consolidated Financial Statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2021 Annual Report on Form 10-K and should be read in conjunction with the Notes to Consolidated Financial Statements which appear in that report. There are no recent accounting pronouncements that have been issued and not yet adopted that are expected to have a material impact on our Condensed Consolidated Financial Statements. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The following reconciliation details the denominator used in the computation of basic and diluted earnings per share for the periods indicated: Three Months Ended Nine Months Ended (In thousands) 2022 2021 2022 2021 Weighted average shares outstanding for basic earnings per share 25,447 25,286 25,398 25,247 Common stock equivalents pertaining to stock-based awards 153 131 122 124 Weighted average shares outstanding for diluted earnings per share 25,600 25,417 25,520 25,371 Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive 113 140 112 142 For the Company's 1.125 percent convertible senior notes due 2026 (the "Convertible Notes") issued in May 2021, the dilutive effect is calculated using the if-converted method. The Company is required, pursuant to the indenture governing the Convertible Notes, dated May 13, 2021, by and between the Company and U.S. Bank National Association, as trustee (the "Indenture"), to settle the principal amount of the Convertible Notes in cash and may elect to settle the remaining conversion obligation (i.e., the stock price in excess of the conversion price) in cash, shares of the Company's common stock, or a combination thereof. Under the if-converted method, the Company includes the number of shares required to satisfy the conversion obligation, assuming all the Convertible Notes are converted. Because the average closing price of the Company's common stock for the nine months ended September 30, 2022, which is used as the basis for determining the dilutive effect on earnings per share, was less than the conversion price of $165.65, all associated shares were antidilutive. In conjunction with the issuance of the Convertible Notes, the Company, in privately negotiated transactions with certain commercial banks (the "Counterparties") sold warrants to purchase 2.8 million shares of the Company's common stock (the "Warrants"). The Warrants have a strike price of $259.84 per share, subject to customary anti-dilution adjustments. For calculating the dilutive effect of the Warrants, the Company uses the treasury stock method. With this method, the Company assumes exercise of the Warrants at the beginning of the period, or at time of issuance if later, and issuance of common shares upon exercise. Proceeds from the exercise of the Warrants are assumed to be used to repurchase shares of the Company's common stock at the average market price during the period. The incremental shares, representing the number of shares assumed to be received upon the exercise of the Warrants less the number of shares repurchased, are included in diluted shares. For the nine months ended September 30, 2022, the average share price was below the Warrant strike price of $259.84 per share, and therefore 2.8 million shares were considered antidilutive. |
Acquisitions, Goodwill And Othe
Acquisitions, Goodwill And Other Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Acquisitions, Goodwill And Other Intangible Assets [Abstract] | |
Acquisitions, Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions Completed During the Nine Months Ended September 30, 2022 Girard In March 2022, the Company acquired substantially all of the business assets of Girard Systems and Girard Products LLC (collectively "Girard"), a manufacturer and distributor of proprietary awnings and tankless water heaters for OEMs and aftermarket customers in the RV, specialty vehicle, and related industries. The total fair value of consideration was approximately $70.7 million. The Company paid $50.0 million in cash consideration at closing, with fixed deferred consideration of $20.0 million paid in July 2022 and $0.7 million paid to true up net working capital in September 2022. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, in both the Company's OEM and Aftermarket Segments. As the operations of this acquisition are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. The Company is in the process of determining the fair value of the assets acquired and liabilities assumed for the opening balance sheet, including deferred taxes and the fair value of intangible assets. The current estimates for intangible assets are based on a preliminary valuation and these estimates are subject to change when the valuation is finalized within the measurement period (not to exceed 12 months from the acquisition date). The acquisition of this business was preliminarily recorded, as updated, as of the acquisition date as follows (in thousands) : Cash consideration $ 50,664 Fixed deferred consideration 20,000 Total fair value of consideration given $ 70,664 Identifiable intangible assets $ 43,520 Other assets acquired and liabilities assumed, net 14,442 Total fair value of net assets acquired $ 57,962 Goodwill (tax deductible) $ 12,702 The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill. Other Acquisitions in 2022 During the nine months ended September 30, 2022, the Company completed two other acquisitions for $5.0 million of cash purchase consideration. The preliminary purchase price allocations resulted in $0.8 million of goodwill (tax deductible). As these acquisitions are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. Acquisitions with Measurement Period Adjustments During the Nine Months Ended September 30, 2022 Exertis In October 2021, the Company acquired certain business assets of Stampede Presentation Products, Inc. d/b/a Exertis ("Exertis"), a global distribution company, in exchange for $39.7 million. The acquisition qualifies as a business combination for accounting purposes and supports the acquisition of Furrion Holdings Limited ("Furrion") by allowing the Company to provide logistics and warehousing to serve Furrion's North American customer base. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment. As the operations of this acquisition are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. The Company had a pre-existing relationship with Exertis where Exertis had a prepaid asset and the Company had an equal and offsetting deferred revenue liability of $24.8 million, which was effectively settled immediately prior to the business combination. No gain or loss was recognized in the effective settlement of the deferred revenue liability. During the nine months ended September 30, 2022, the Company adjusted the preliminary purchase price allocation reported at December 31, 2021 to account for updates to net working capital balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The purchase price allocation is subject to adjustment for net working capital and the fair value of intangible assets as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). Furrion In September 2021, the Company acquired 100 percent of the share capital of Furrion, a leading distributor of a large range of appliances and other products to OEMs and aftermarket customers in the RV, specialty vehicle, utility trailer, horse trailer, marine, transit bus, and school bus industries. The total fair value of consideration, net of cash acquired, was approximately $146.7 million. The Company paid $50.5 million in cash consideration at closing, net of cash acquired, with fixed payments of $31.3 million due on each of the first and second anniversaries of the acquisition in September 2022 and September 2023. The Company paid the first anniversary fixed payment in September 2022, and the remaining deferred acquisition fixed payment is recorded at its discounted present value in the Condensed Consolidated Balance Sheet in accrued expenses and other current liabilities at September 30, 2022. In 2019, the Company and Furrion agreed to terminate an exclusive distribution and supply agreement and transition all sale and distribution of Furrion products then handled by the Company to Furrion. Effective January 1, 2020, Furrion took responsibility for distributing its products directly to the customer and assumed all responsibilities previously carried out by the Company relating to Furrion products. Upon termination of the agreement, Furrion purchased from the Company all non-obsolete stock and certain obsolete and slow-moving stock of Furrion products at the cost paid by the Company. At the date of the Furrion acquisition in September 2021, the Company had a receivable balance of $35.0 million (the "Receivable from Furrion") and Furrion had a corresponding payable balance. In direct connection with the acquisition negotiations, the receivable and payable were effectively settled in the acquisition and the receivable balance is included within the approximate $146.7 million of consideration transferred. No gain or loss was recognized in the effective settlement of the Receivable from Furrion. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, in both the Company's OEM and Aftermarket Segments. As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. During the nine months ended September 30, 2022, the Company adjusted and finalized the preliminary purchase price allocation reported at December 31, 2021 to account for updates to net working capital, intangible assets, fixed asset balances, and deferred tax balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The acquisition of this business was preliminarily recorded as of the acquisition date, and subsequently adjusted and finalized, as follows (in thousands) : Preliminary at December 31, 2021 Measurement Period Adjustments As Adjusted at September 30, 2022 Cash consideration, net of cash acquired $ 50,534 $ — $ 50,534 Effective settlement of Receivable from Furrion 34,956 — 34,956 Discounted value of fixed deferred consideration 61,191 — 61,191 Total fair value of consideration given $ 146,681 $ — $ 146,681 Customer relationships $ 66,300 $ (10,600) $ 55,700 Other identifiable intangible assets 43,900 (1,200) 42,700 Other assets acquired and liabilities assumed, net (9,518) (1,483) (11,001) Total fair value of net assets acquired $ 100,682 $ (13,283) $ 87,399 Goodwill (tax deductible) $ 45,999 $ 13,283 $ 59,282 Schaudt In April 2021, the Company acquired 100 percent of the equity interests of Schaudt GmbH Elektrotechnik & Apparatebau ("Schaudt"), a leading supplier of electronic controls and energy management systems for the European caravan industry located in Markdorf, Germany. The purchase price was approximately $29.4 million. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment. As operations of this acquisition are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. During the nine months ended September 30, 2022, the Company adjusted and finalized the preliminary purchase price allocation reported at December 31, 2021 to account for updates to net working capital and fixed asset balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. Goodwill Changes in the carrying amount of goodwill by reportable segment were as follows: (In thousands) OEM Segment Aftermarket Segment Total Net balance – December 31, 2021 $ 379,463 $ 163,717 $ 543,180 Acquisitions – 2022 11,460 2,032 13,492 Measurement period adjustments 11,830 1,457 13,287 Foreign currency translation (16,218) (2,126) (18,344) Net balance – September 30, 2022 $ 386,535 $ 165,080 $ 551,615 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. Other Intangible Assets Other intangible assets consisted of the following at September 30, 2022: (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 500,432 $ 154,075 $ 346,357 6 to 17 Patents 118,484 60,402 58,082 3 to 20 Trade names (finite life) 92,312 19,628 72,684 3 to 20 Trade names (indefinite life) 7,600 — 7,600 Indefinite Non-compete agreements 11,584 7,131 4,453 3 to 6 Other 609 230 379 2 to 12 Other intangible assets $ 731,021 $ 241,466 $ 489,555 Other intangible assets consisted of the following at December 31, 2021: (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 487,853 $ 127,048 $ 360,805 6 to 17 Patents 116,725 53,479 63,246 3 to 20 Trade names (finite life) 93,994 16,497 77,497 3 to 20 Trade names (indefinite life) 7,600 — 7,600 Indefinite Non-compete agreements 11,464 5,439 6,025 3 to 6 Other 309 212 97 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 722,632 $ 202,675 $ 519,957 |
Acquisitions, Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions Completed During the Nine Months Ended September 30, 2022 Girard In March 2022, the Company acquired substantially all of the business assets of Girard Systems and Girard Products LLC (collectively "Girard"), a manufacturer and distributor of proprietary awnings and tankless water heaters for OEMs and aftermarket customers in the RV, specialty vehicle, and related industries. The total fair value of consideration was approximately $70.7 million. The Company paid $50.0 million in cash consideration at closing, with fixed deferred consideration of $20.0 million paid in July 2022 and $0.7 million paid to true up net working capital in September 2022. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, in both the Company's OEM and Aftermarket Segments. As the operations of this acquisition are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. The Company is in the process of determining the fair value of the assets acquired and liabilities assumed for the opening balance sheet, including deferred taxes and the fair value of intangible assets. The current estimates for intangible assets are based on a preliminary valuation and these estimates are subject to change when the valuation is finalized within the measurement period (not to exceed 12 months from the acquisition date). The acquisition of this business was preliminarily recorded, as updated, as of the acquisition date as follows (in thousands) : Cash consideration $ 50,664 Fixed deferred consideration 20,000 Total fair value of consideration given $ 70,664 Identifiable intangible assets $ 43,520 Other assets acquired and liabilities assumed, net 14,442 Total fair value of net assets acquired $ 57,962 Goodwill (tax deductible) $ 12,702 The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill. Other Acquisitions in 2022 During the nine months ended September 30, 2022, the Company completed two other acquisitions for $5.0 million of cash purchase consideration. The preliminary purchase price allocations resulted in $0.8 million of goodwill (tax deductible). As these acquisitions are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. Acquisitions with Measurement Period Adjustments During the Nine Months Ended September 30, 2022 Exertis In October 2021, the Company acquired certain business assets of Stampede Presentation Products, Inc. d/b/a Exertis ("Exertis"), a global distribution company, in exchange for $39.7 million. The acquisition qualifies as a business combination for accounting purposes and supports the acquisition of Furrion Holdings Limited ("Furrion") by allowing the Company to provide logistics and warehousing to serve Furrion's North American customer base. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment. As the operations of this acquisition are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. The Company had a pre-existing relationship with Exertis where Exertis had a prepaid asset and the Company had an equal and offsetting deferred revenue liability of $24.8 million, which was effectively settled immediately prior to the business combination. No gain or loss was recognized in the effective settlement of the deferred revenue liability. During the nine months ended September 30, 2022, the Company adjusted the preliminary purchase price allocation reported at December 31, 2021 to account for updates to net working capital balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The purchase price allocation is subject to adjustment for net working capital and the fair value of intangible assets as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). Furrion In September 2021, the Company acquired 100 percent of the share capital of Furrion, a leading distributor of a large range of appliances and other products to OEMs and aftermarket customers in the RV, specialty vehicle, utility trailer, horse trailer, marine, transit bus, and school bus industries. The total fair value of consideration, net of cash acquired, was approximately $146.7 million. The Company paid $50.5 million in cash consideration at closing, net of cash acquired, with fixed payments of $31.3 million due on each of the first and second anniversaries of the acquisition in September 2022 and September 2023. The Company paid the first anniversary fixed payment in September 2022, and the remaining deferred acquisition fixed payment is recorded at its discounted present value in the Condensed Consolidated Balance Sheet in accrued expenses and other current liabilities at September 30, 2022. In 2019, the Company and Furrion agreed to terminate an exclusive distribution and supply agreement and transition all sale and distribution of Furrion products then handled by the Company to Furrion. Effective January 1, 2020, Furrion took responsibility for distributing its products directly to the customer and assumed all responsibilities previously carried out by the Company relating to Furrion products. Upon termination of the agreement, Furrion purchased from the Company all non-obsolete stock and certain obsolete and slow-moving stock of Furrion products at the cost paid by the Company. At the date of the Furrion acquisition in September 2021, the Company had a receivable balance of $35.0 million (the "Receivable from Furrion") and Furrion had a corresponding payable balance. In direct connection with the acquisition negotiations, the receivable and payable were effectively settled in the acquisition and the receivable balance is included within the approximate $146.7 million of consideration transferred. No gain or loss was recognized in the effective settlement of the Receivable from Furrion. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, in both the Company's OEM and Aftermarket Segments. As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. During the nine months ended September 30, 2022, the Company adjusted and finalized the preliminary purchase price allocation reported at December 31, 2021 to account for updates to net working capital, intangible assets, fixed asset balances, and deferred tax balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The acquisition of this business was preliminarily recorded as of the acquisition date, and subsequently adjusted and finalized, as follows (in thousands) : Preliminary at December 31, 2021 Measurement Period Adjustments As Adjusted at September 30, 2022 Cash consideration, net of cash acquired $ 50,534 $ — $ 50,534 Effective settlement of Receivable from Furrion 34,956 — 34,956 Discounted value of fixed deferred consideration 61,191 — 61,191 Total fair value of consideration given $ 146,681 $ — $ 146,681 Customer relationships $ 66,300 $ (10,600) $ 55,700 Other identifiable intangible assets 43,900 (1,200) 42,700 Other assets acquired and liabilities assumed, net (9,518) (1,483) (11,001) Total fair value of net assets acquired $ 100,682 $ (13,283) $ 87,399 Goodwill (tax deductible) $ 45,999 $ 13,283 $ 59,282 Schaudt In April 2021, the Company acquired 100 percent of the equity interests of Schaudt GmbH Elektrotechnik & Apparatebau ("Schaudt"), a leading supplier of electronic controls and energy management systems for the European caravan industry located in Markdorf, Germany. The purchase price was approximately $29.4 million. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment. As operations of this acquisition are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. During the nine months ended September 30, 2022, the Company adjusted and finalized the preliminary purchase price allocation reported at December 31, 2021 to account for updates to net working capital and fixed asset balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. Goodwill Changes in the carrying amount of goodwill by reportable segment were as follows: (In thousands) OEM Segment Aftermarket Segment Total Net balance – December 31, 2021 $ 379,463 $ 163,717 $ 543,180 Acquisitions – 2022 11,460 2,032 13,492 Measurement period adjustments 11,830 1,457 13,287 Foreign currency translation (16,218) (2,126) (18,344) Net balance – September 30, 2022 $ 386,535 $ 165,080 $ 551,615 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. Other Intangible Assets Other intangible assets consisted of the following at September 30, 2022: (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 500,432 $ 154,075 $ 346,357 6 to 17 Patents 118,484 60,402 58,082 3 to 20 Trade names (finite life) 92,312 19,628 72,684 3 to 20 Trade names (indefinite life) 7,600 — 7,600 Indefinite Non-compete agreements 11,584 7,131 4,453 3 to 6 Other 609 230 379 2 to 12 Other intangible assets $ 731,021 $ 241,466 $ 489,555 Other intangible assets consisted of the following at December 31, 2021: (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 487,853 $ 127,048 $ 360,805 6 to 17 Patents 116,725 53,479 63,246 3 to 20 Trade names (finite life) 93,994 16,497 77,497 3 to 20 Trade names (indefinite life) 7,600 — 7,600 Indefinite Non-compete agreements 11,464 5,439 6,025 3 to 6 Other 309 212 97 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 722,632 $ 202,675 $ 519,957 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories are stated at the lower of cost (first-in, first-out (FIFO) method) or net realizable value. Cost includes material, labor, and overhead. Inventories consisted of the following at: September 30, December 31, (In thousands) 2022 2021 Raw materials $ 662,480 $ 833,992 Work in process 49,870 48,250 Finished goods 367,552 213,665 Inventories, net $ 1,079,902 $ 1,095,907 |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | FIXED ASSETS Fixed assets consisted of the following at: September 30, December 31, (In thousands) 2022 2021 Fixed assets, at cost $ 922,469 $ 842,462 Less accumulated depreciation and amortization 451,898 416,007 Fixed assets, net $ 470,571 $ 426,455 |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
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: September 30, December 31, (In thousands) 2022 2021 Employee compensation and benefits $ 83,566 $ 85,760 Deferred acquisition payments and contingent consideration* 33,959 39,307 Current portion of accrued warranty 39,583 33,874 Other 86,030 84,497 Accrued expenses and other current liabilities $ 243,138 $ 243,438 * Includes current portion of contingent consideration (Note 11) and deferred acquisition payments (Note 4). 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 historical warranty costs, warranty claim lag, and 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 nine months ended September 30: (In thousands) 2022 2021 Balance at beginning of period $ 52,114 $ 47,091 Provision for warranty expense 36,362 18,798 Warranty liability from acquired businesses — 5,611 Warranty costs paid (29,373) (22,054) Balance at end of period 59,103 49,446 Less long-term portion (19,520) (19,010) Current portion of accrued warranty at end of period $ 39,583 $ 30,436 |
Pension Plans
Pension Plans | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Pension Plans | PENSION PLANSThe Company maintains two partially-funded defined benefit pension plans (the "Dutch pension plans") based in the Netherlands. The Dutch pension plans, which are qualified defined benefit pension plans, provide benefits based on years of service and average pay. The benefits earned by the employees are immediately vested. The Company funds the future obligations of the Dutch pension plans by purchasing non-participating annuities from a large multi-national insurance company that cover the vested pension benefit obligation of the participants, but do not cover future indexations or cost of living adjustments that are provided in plan benefits. Each year, the Company makes premium payments to the insurance company (1) to provide for the benefit obligation of the current year of service based on each employee's age, gender, and current salary, and (2) for indexations for both active and post-active participants. The Company determines the fair value of the plan assets with the assistance of an actuary using unobservable inputs (Level 3), which is determined as the present value of the accrued benefits guaranteed by the insurer. The components of net periodic pension cost for the Dutch pension plans were as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Net service cost $ (300) $ (1,084) $ (2,390) $ (3,300) Interest cost (322) (163) (861) (495) Expected return on plan assets 213 105 549 322 Amortization of actuarial gain 95 — 95 — Administrative charges (87) (71) (227) (214) Net periodic pension cost $ (401) $ (1,213) $ (2,834) $ (3,687) |
Long-Term Indebtedness
Long-Term Indebtedness | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Indebtedness | LONG-TERM INDEBTEDNESS Long-term debt consisted of the following: September 30, December 31, (In thousands) 2022 2021 Convertible Notes $ 460,000 $ 460,000 Revolving Credit Loan 226,367 403,953 Term Loan 380,000 395,000 Shelf-Loan Facility — 50,000 Other 5,365 5,997 Unamortized deferred financing fees (9,773) (11,988) 1,061,959 1,302,962 Less current portion (22,089) (71,003) Long-term indebtedness $ 1,039,870 $ 1,231,959 Credit Agreement The Company and certain of its subsidiaries are party to a credit agreement dated December 14, 2018 with JPMorgan Chase, N.A., as a lender and administrative agent, and other bank lenders (as amended, the "Credit Agreement"). The Credit Agreement provides for a $600.0 million revolving credit facility (of which $50.0 million is available for the issuance of letters of credit (the "LC Facility") and up to $400.0 million is available in approved foreign currencies). The Credit Agreement also provides for term loans (the "Term Loan") to the Company in an aggregate principal amount of $400.0 million. The maturity date of the Credit Agreement is December 7, 2026. The Term Loan is required to be repaid in an amount equal to 1.25 percent of the original principal amount of the Term Loan for the first eight quarterly periods commencing with the quarter ended December 31, 2021, 1.875 percent of the original principal amount of the Term Loan for the next eight quarterly periods, and then 2.50 percent of the original principal amount of the Term Loan of each additional payment until the maturity date. The Credit Agreement also permits the Company to request an increase to the revolving and/or term loan facility by up to an additional $400.0 million in the aggregate upon the approval of the lenders providing any such increase. Borrowings under the Credit Agreement in U.S. dollars are designated from time to time by the Company as (i) base rate loans which bear interest at a base rate plus additional interest ranging from 0.0 percent to 0.625 percent (0.125 percent was applicable at September 30, 2022) depending on the Company’s total net leverage ratio or (ii) term benchmark loans which bear interest at LIBOR (or a relevant benchmark replacement rate) for an interest period selected by the Company plus additional interest ranging from 0.875 percent to 1.625 percent (1.125 percent was applicable at September 30, 2022) depending on the Company’s total net leverage ratio. Foreign currency borrowings, other than Pounds Sterling, have the same additional interest margins applicable to term benchmark loans based on the Company's total net leverage ratio. At September 30, 2022, the Company had $4.4 million in issued, but undrawn, standby letters of credit under the LC Facility. Availability under the Company’s revolving credit facility was $369.2 million at September 30, 2022. A commitment fee ranging from 0.150 percent to 0.225 percent (0.175 percent was applicable at September 30, 2022) depending on the Company's total net leverage ratio accrues on the actual daily amount that the revolving commitment exceeds the revolving credit exposure. Shelf-Loan Facility The Company and certain of its subsidiaries have a shelf-loan facility (the "Shelf-Loan Facility") with PGIM, Inc. (formerly Prudential Investment Management, Inc.) and its affiliates ("Prudential"). On March 29, 2019, the Company issued $50.0 million of Series B Senior Notes (the "Series B Notes") to certain affiliates of Prudential for a term of three years, at a fixed interest rate of 3.80 percent per annum, payable quarterly in arrears. The Series B Notes were paid in full in March 2022, and the Shelf-Loan Facility expires on November 11, 2022. The Shelf-Loan Facility provides for Prudential to consider purchasing, at the Company's request, in one or a series of transactions, additional senior promissory notes of the Company in the aggregate principal amount of up to $200.0 million. 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. Convertible Notes On May 13, 2021, the Company issued $460.0 million in aggregate principal amount of 1.125 percent Convertible Notes due 2026 in a private placement to certain qualified institutional buyers, resulting in net proceeds to the Company of approximately $447.8 million after deducting the initial purchasers' discounts and offering expenses payable by the Company. The Convertible Notes bear interest at a coupon rate of 1.125 percent per annum, payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021. The Convertible Notes will mature on May 15, 2026, unless earlier converted, redeemed, or repurchased, in accordance with their terms. As of September 30, 2022, the conversion rate was 6.0946 shares of the Company's common stock per $1,000 principal amount of the Convertible Notes. The conversion rate of the Convertible Notes is subject to further adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture) or upon a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Convertible Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be. Prior to the close of business on the business day immediately preceding January 15, 2026, the Convertible Notes are convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price (as defined in the Indenture) per share of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 percent of the conversion price for the Convertible Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the "measurement period") in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98 percent of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; (3) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain specified corporate events described in the Indenture. On or after January 15, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. The Company may not redeem the Convertible Notes prior to May 20, 2024. On or after May 20, 2024, the Company may redeem for cash all or any portion of the Convertible Notes, at the Company's option, if the last reported sale price of the Company's common stock has been at least 130 percent of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 percent of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Convertible Notes may require the Company to repurchase for cash all or any portion of their Convertible Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100 percent of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest on such Convertible Notes to, but not including, the fundamental change repurchase date (as defined in the Indenture). The Convertible Notes are senior unsecured obligations and rank senior in right of payment to all of the Company's indebtedness that is expressly subordinated in right of payment to the Convertible Notes, equal in right of payment with all the Company's liabilities that are not so subordinated, effectively junior to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the named trustee or the holders of at least 25 percent of the aggregate principal amount of the outstanding Convertible Notes may declare 100 percent of the principal of, and accrued and unpaid interest, if any, on all the outstanding Convertible Notes to be due and payable. The Convertible Notes are not registered securities nor listed on any securities exchange but may be actively traded by qualified institutional buyers. The fair value of the Convertible Notes of $394.5 million at September 30, 2022 was estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets. General At September 30, 2022, the fair value of the Company's long-term debt under the Credit Agreement approximates the carrying value, as estimated using quoted market prices and discounted future cash flows based on similar borrowing arrangements. Borrowings under both the Credit Agreement 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 certain of the Company's direct and indirect subsidiaries (including up to 65 percent of the equity interests of certain "controlled foreign corporations"). Pursuant to the Credit Agreement and Shelf-Loan Facility, the Company shall not permit its net leverage ratio to exceed certain limits, shall maintain a minimum debt service coverage ratio, and must meet certain other financial requirements. At September 30, 2022, the Company was in compliance with all such requirements and expects to remain in such compliance for the next twelve months. The Credit Agreement and the Shelf-Loan Facility include a maximum net leverage ratio covenant which limits the amount of consolidated outstanding indebtedness that the Company may incur on a trailing twelve-month EBITDA. This limitation did not impact the Company's ability to incur additional indebtedness under its revolving credit facility at September 30, 2022. The Company believes the availability of $369.2 million under the revolving credit facility under the Credit Agreement, along with its cash flows from operations, are adequate to finance the Company's anticipated cash requirements for the next twelve months. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | LEASES The Company leases certain manufacturing and warehouse facilities, administrative office space, semi-tractors, trailers, forklifts, and other equipment through operating leases with unrelated third parties. The increase in lease expense for the three and nine months ended September 30, 2022 compared to the three and nine months ended September 30, 2021 was primarily driven by capacity expansions and leases assumed in acquisitions. The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Operating lease expense $ 14,081 $ 11,280 $ 40,229 $ 31,695 Short-term lease expense 2,019 1,247 5,793 3,122 Variable lease expense 1,175 923 2,824 2,354 Total lease expense $ 17,275 $ 13,450 $ 48,846 $ 37,171 |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES Contingent Consideration In connection with several business acquisitions, if certain sales targets for the acquired products are achieved, the Company would pay additional cash consideration. 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 nine months ended September 30, 2022: (In thousands) Balance at beginning of period $ 6,911 Payments (5,008) Accretion (a) 93 Fair value adjustments (a) (b) (1,886) Balance at end of the period 110 Less current portion in accrued expenses and other current liabilities (7) Total long-term portion in other long-term liabilities $ 103 (a) Recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Income. (b) During the nine months ended September 30, 2022, the Company updated its sales projections for a product subject to contingent consideration and determined the probability of payment under the contingent arrangement to be remote. Consequently, the fair value of the contingent consideration liability related to this product was reduced by $1.9 million. 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 regarding reported incidents involving the Company’s products. As a result, the Company has incurred expenses associated with product recalls from time to time and may incur expenditures for future investigations or product recalls. 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, and may in the future be affected, by releases of hazardous materials. As a result, the Company may incur expenditures for future investigation and remediation of these sites, including in conjunction with voluntary remediation programs or third-party claims. 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, management believes 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 September 30, 2022, would not be material to the Company's financial position or results of operations. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY The following table summarizes information about shares of the Company's common stock at: September 30, December 31, (In thousands) 2022 2021 Common stock authorized 75,000 75,000 Common stock issued 28,517 28,360 Treasury stock 3,087 3,087 Common stock outstanding 25,430 25,273 The table below summarizes the regular quarterly dividends declared and paid during the periods ended September 30, 2022 and December 31, 2021: (In thousands, except per share data) Per Share Record Date Payment Date Total Paid First Quarter 2021 $ 0.75 03/12/21 03/26/21 $ 18,939 Second Quarter 2021 0.90 06/04/21 06/18/21 22,739 Third Quarter 2021 0.90 09/03/21 09/17/21 22,747 Fourth Quarter 2021 0.90 12/03/21 12/17/21 22,746 Total 2021 $ 3.45 $ 87,171 First Quarter 2022 $ 0.90 03/11/22 03/25/22 $ 22,870 Second Quarter 2022 1.05 06/03/22 06/17/22 26,702 Third Quarter 2022 1.05 09/02/22 09/16/22 26,701 Total 2022 $ 3.00 $ 76,273 Deferred and Restricted Stock Units The LCI Industries 2018 Omnibus Incentive Plan (the "2018 Plan") provides for the grant or issuance of stock units, including those that have deferral periods, such as deferred stock units ("DSUs"), and those with time-based vesting provisions, such as restricted stock units ("RSUs"), to directors, employees, and other eligible persons. Recipients of DSUs and RSUs are entitled to receive shares at the end of a specified vesting or deferral period. Holders of DSUs and RSUs receive dividend equivalents based on dividends granted to holders of the common stock, which dividend equivalents are payable in additional DSUs and RSUs, and are subject to the same vesting criteria as the original grant. DSUs vest (i) ratably over the service period, (ii) at a specified future date, or (iii) for certain officers, based on achievement of specified performance conditions. RSUs vest (i) ratably over the service period or (ii) at a specified future date. Transactions in DSUs and RSUs under the 2018 Plan are summarized as follows: Number of Shares Weighted Average Price Outstanding at December 31, 2021 285,711 $ 110.41 Issued 3,923 105.48 Granted 156,919 120.64 Dividend equivalents 7,729 107.15 Forfeited (7,988) 121.12 Vested (168,203) 95.98 Outstanding at September 30, 2022 278,091 $ 121.51 Performance Stock Units The 2018 Plan provides for performance stock units ("PSUs") that vest at a specific future date based on achievement of specified performance conditions. Transactions in PSUs under the 2018 Plan are summarized as follows: Number of Shares Weighted Average Price Outstanding at December 31, 2021 149,961 $ 104.01 Granted 91,988 110.83 Dividend equivalents 4,413 107.18 Forfeited (4,840) 78.11 Vested (80,938) 82.40 Outstanding at September 30, 2022 160,584 $ 120.12 Convertible Note Hedge Transactions The Company paid an aggregate amount of $100.1 million in May 2021 to the Counterparties pursuant to the Convertible Note Hedge Transactions. The Convertible Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the Convertible Notes, approximately 2.8 million shares of the Company's common stock, the same number of shares initially underlying the Convertible Notes, at a strike price of approximately $165.65, subject to customary anti-dilution adjustments. The Convertible Note Hedge Transactions will expire upon the maturity of the Convertible Notes, subject to earlier exercise or termination. The Convertible Note Hedge Transactions are expected generally to reduce the potential dilutive effect to the Company's common stock of the conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the Convertible Notes which are converted, as the case may be, in the event the price per share of the Company's common stock, as measured under the terms of the Convertible Note Hedge Transactions, is greater than the strike price of the Convertible Note Hedge Transactions. The Convertible Note Hedge Transactions meet the criteria in Accounting Standards Codification ("ASC") 815-40 to be classified within stockholders' equity, and therefore the Convertible Note Hedge Transactions are not revalued after their issuance. The Convertible Notes and the Convertible Note Hedge Transactions will be integrated for tax purposes. The accounting impact of this tax treatment makes the Convertible Note Hedge Transactions deductible as original issue discount for tax purposes over the term of the Convertible Notes and resulted in a $24.4 million deferred tax asset recognized through equity. Warrant Transactions In addition, concurrently with entering into the Convertible Note Hedge Transactions, the Company entered into separate, privately-negotiated Warrant transactions with the Counterparties, whereby the Company sold Warrants to purchase 2.8 million shares of the Company's common stock at an initial strike price of $259.84 per share, subject to customary anti-dilution adjustments, which is approximately 100 percent above the last reported sale price of the Company's common stock on May 10, 2021 (the "Warrant Transactions"). The Company received aggregate proceeds of $48.5 million from the Warrant Transactions with the Counterparties, with such proceeds partially offsetting the costs of entering into the Convertible Note Hedge Transactions. The Warrants expire in August 2026. If the market value per share of the Company's common stock, as measured under the Warrant Transactions, exceeds the strike price of the Warrants, the Warrants will have a dilutive effect on the Company's earnings per share, unless the Company elects, subject to certain conditions, to settle the Warrants in cash. The Warrants meet the criteria in ASC 815-40 to be classified within stockholders' equity, and therefore the Warrants are not revalued after issuance. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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: September 30, 2022 December 31, 2021 (In thousands) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets Pension plan assets (Note 8) $ 31,109 $ — $ — $ 31,109 $ 52,296 $ — $ — $ 52,296 Liabilities Contingent consideration $ 110 $ — $ — $ 110 $ 6,911 $ — $ — $ 6,911 Contingent Consideration Related to Acquisitions Liabilities for contingent consideration related to acquisitions were estimated at fair value using management's projections for long-term sales forecasts, including assumptions regarding market share gains and future industry-specific economic and market conditions, and a market participant's weighted average cost of capital. For further information on the inputs used in determining the fair value, and a roll forward of the contingent consideration liability, see Note 11 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 were a decrease in the fair value liability, the Company would record a benefit in selling, general and administrative expenses. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING The Company has two reportable segments, the OEM Segment and the Aftermarket Segment. Intersegment sales are insignificant. The OEM Segment, which accounted for 83 percent and 81 percent of consolidated net sales for the nine months ended September 30, 2022 and 2021, respectively, manufactures and distributes a broad array of engineered components for the leading OEMs in the recreation and transportation product markets, consisting primarily of RVs and adjacent industries, including buses; trailers used to haul boats, livestock, equipment and other cargo; trucks; boats; trains; manufactured homes; and modular housing. Approximately 63 percent of the Company's OEM Segment net sales for the nine months ended September 30, 2022 were of components for travel trailer and fifth-wheel RVs. The Aftermarket Segment, which accounted for 17 percent and 19 percent of consolidated net sales for the nine months ended September 30, 2022 and 2021, respectively, supplies engineered components to the related aftermarket channels of the recreation and transportation product markets, primarily to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet. The Aftermarket Segment also includes biminis, covers, buoys, fenders to the marine industry, towing products, truck accessories, appliances, air conditioners, televisions, sound systems, and the sale of replacement glass and awnings to fulfill insurance claims. Decisions concerning the allocation of the Company's resources are made by the Company's chief operating decision maker ("CODM"), with oversight by the Board of Directors. The CODM 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 OEM and Aftermarket Segments are the same as those described in Note 2 of the Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The following tables present the Company's revenues disaggregated by segment and geography based on the billing address of the Company's customers: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 (In thousands) U.S. (a) Int’l (b) Total U.S. (a) Int’l (b) Total OEM Segment: RV OEMs: Travel trailers and fifth-wheels $ 480,207 $ 13,308 $ 493,515 $ 586,830 $ 15,599 $ 602,429 Motorhomes 60,964 21,958 82,922 39,679 23,580 63,259 Adjacent Industries OEMs 295,173 40,810 335,983 246,582 34,011 280,593 Total OEM Segment net sales 836,344 76,076 912,420 873,091 73,190 946,281 Aftermarket Segment: Total Aftermarket Segment net sales 203,106 16,553 219,659 204,566 14,462 219,028 Total net sales $ 1,039,450 $ 92,629 $ 1,132,079 $ 1,077,657 $ 87,652 $ 1,165,309 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 (In thousands) U.S. (a) Int’l (b) Total U.S. (a) Int’l (b) Total OEM Segment: RV OEMs: Travel trailers and fifth-wheels $ 2,218,157 $ 43,093 $ 2,261,250 $ 1,582,182 $ 50,877 $ 1,633,059 Motorhomes 185,118 76,538 261,656 118,872 74,233 193,105 Adjacent Industries OEMs 930,536 131,838 1,062,374 690,759 110,262 801,021 Total OEM Segment net sales 3,333,811 251,469 3,585,280 2,391,813 235,372 2,627,185 Aftermarket Segment: Total Aftermarket Segment net sales 673,519 53,998 727,517 585,973 46,129 632,102 Total net sales $ 4,007,330 $ 305,467 $ 4,312,797 $ 2,977,786 $ 281,501 $ 3,259,287 (a) Net sales to customers in the United States of America (b) Net sales to customers in countries domiciled outside of the United States of America The following table presents the Company's operating profit by segment: Three Months Ended Nine Months Ended (In thousands) 2022 2021 2022 2021 Operating profit: OEM Segment $ 65,186 $ 64,136 $ 501,137 $ 206,757 Aftermarket Segment 22,389 24,888 74,928 77,680 Total operating profit $ 87,575 $ 89,024 $ 576,065 $ 284,437 The following table presents the Company's revenue disaggregated by product: Three Months Ended Nine Months Ended (In thousands) 2022 2021 2022 2021 OEM Segment: Chassis, chassis parts, and slide-out mechanisms $ 295,256 $ 351,837 $ 1,341,567 $ 948,135 Windows and doors 244,011 254,526 876,354 761,168 Furniture and mattresses 179,710 184,741 651,456 508,789 Axles and suspension solutions 67,343 68,120 257,766 184,092 Other 126,100 87,057 458,137 225,001 Total OEM Segment net sales 912,420 946,281 3,585,280 2,627,185 Total Aftermarket Segment net sales 219,659 219,028 727,517 632,102 Total net sales $ 1,132,079 $ 1,165,309 $ 4,312,797 $ 3,259,287 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | 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, operating lease right-of-use assets and obligations, asset retirement obligations, long-lived assets, pension and 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. |
Recently adopted accounting pronouncement | There are no recent accounting pronouncements that have been issued and not yet adopted that are expected to have a material impact on our Condensed Consolidated Financial Statements. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Earnings per Share | The following reconciliation details the denominator used in the computation of basic and diluted earnings per share for the periods indicated: Three Months Ended Nine Months Ended (In thousands) 2022 2021 2022 2021 Weighted average shares outstanding for basic earnings per share 25,447 25,286 25,398 25,247 Common stock equivalents pertaining to stock-based awards 153 131 122 124 Weighted average shares outstanding for diluted earnings per share 25,600 25,417 25,520 25,371 Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive 113 140 112 142 |
Acquisitions, Goodwill And Ot_2
Acquisitions, Goodwill And Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Acquisitions, Goodwill And Other Intangible Assets [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The acquisition of this business was preliminarily recorded, as updated, as of the acquisition date as follows (in thousands) : Cash consideration $ 50,664 Fixed deferred consideration 20,000 Total fair value of consideration given $ 70,664 Identifiable intangible assets $ 43,520 Other assets acquired and liabilities assumed, net 14,442 Total fair value of net assets acquired $ 57,962 Goodwill (tax deductible) $ 12,702 |
Schedule of Goodwill | Changes in the carrying amount of goodwill by reportable segment were as follows: (In thousands) OEM Segment Aftermarket Segment Total Net balance – December 31, 2021 $ 379,463 $ 163,717 $ 543,180 Acquisitions – 2022 11,460 2,032 13,492 Measurement period adjustments 11,830 1,457 13,287 Foreign currency translation (16,218) (2,126) (18,344) Net balance – September 30, 2022 $ 386,535 $ 165,080 $ 551,615 |
Schedule of Other Intangible Assets | Other intangible assets consisted of the following at September 30, 2022: (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 500,432 $ 154,075 $ 346,357 6 to 17 Patents 118,484 60,402 58,082 3 to 20 Trade names (finite life) 92,312 19,628 72,684 3 to 20 Trade names (indefinite life) 7,600 — 7,600 Indefinite Non-compete agreements 11,584 7,131 4,453 3 to 6 Other 609 230 379 2 to 12 Other intangible assets $ 731,021 $ 241,466 $ 489,555 Other intangible assets consisted of the following at December 31, 2021: (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 487,853 $ 127,048 $ 360,805 6 to 17 Patents 116,725 53,479 63,246 3 to 20 Trade names (finite life) 93,994 16,497 77,497 3 to 20 Trade names (indefinite life) 7,600 — 7,600 Indefinite Non-compete agreements 11,464 5,439 6,025 3 to 6 Other 309 212 97 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 722,632 $ 202,675 $ 519,957 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule Of Inventories | Inventories are stated at the lower of cost (first-in, first-out (FIFO) method) or net realizable value. Cost includes material, labor, and overhead. Inventories consisted of the following at: September 30, December 31, (In thousands) 2022 2021 Raw materials $ 662,480 $ 833,992 Work in process 49,870 48,250 Finished goods 367,552 213,665 Inventories, net $ 1,079,902 $ 1,095,907 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule Of Fixed Assets | Fixed assets consisted of the following at: September 30, December 31, (In thousands) 2022 2021 Fixed assets, at cost $ 922,469 $ 842,462 Less accumulated depreciation and amortization 451,898 416,007 Fixed assets, net $ 470,571 $ 426,455 |
Accrued Expenses And Other Cu_2
Accrued Expenses And Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule Of Accrued Expenses And Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at: September 30, December 31, (In thousands) 2022 2021 Employee compensation and benefits $ 83,566 $ 85,760 Deferred acquisition payments and contingent consideration* 33,959 39,307 Current portion of accrued warranty 39,583 33,874 Other 86,030 84,497 Accrued expenses and other current liabilities $ 243,138 $ 243,438 * Includes current portion of contingent consideration (Note 11) and deferred acquisition payments (Note 4). |
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 nine months ended September 30: (In thousands) 2022 2021 Balance at beginning of period $ 52,114 $ 47,091 Provision for warranty expense 36,362 18,798 Warranty liability from acquired businesses — 5,611 Warranty costs paid (29,373) (22,054) Balance at end of period 59,103 49,446 Less long-term portion (19,520) (19,010) Current portion of accrued warranty at end of period $ 39,583 $ 30,436 |
Pension Plans (Tables)
Pension Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic pension cost for the Dutch pension plans were as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Net service cost $ (300) $ (1,084) $ (2,390) $ (3,300) Interest cost (322) (163) (861) (495) Expected return on plan assets 213 105 549 322 Amortization of actuarial gain 95 — 95 — Administrative charges (87) (71) (227) (214) Net periodic pension cost $ (401) $ (1,213) $ (2,834) $ (3,687) |
Long-Term Indebtedness (Tables)
Long-Term Indebtedness (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: September 30, December 31, (In thousands) 2022 2021 Convertible Notes $ 460,000 $ 460,000 Revolving Credit Loan 226,367 403,953 Term Loan 380,000 395,000 Shelf-Loan Facility — 50,000 Other 5,365 5,997 Unamortized deferred financing fees (9,773) (11,988) 1,061,959 1,302,962 Less current portion (22,089) (71,003) Long-term indebtedness $ 1,039,870 $ 1,231,959 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Components of Lease Cost | The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2022 2021 2022 2021 Operating lease expense $ 14,081 $ 11,280 $ 40,229 $ 31,695 Short-term lease expense 2,019 1,247 5,793 3,122 Variable lease expense 1,175 923 2,824 2,354 Total lease expense $ 17,275 $ 13,450 $ 48,846 $ 37,171 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Reconciliation Of Contingent Consideration Liability | The following table provides a reconciliation of the Company’s contingent consideration liability for the nine months ended September 30, 2022: (In thousands) Balance at beginning of period $ 6,911 Payments (5,008) Accretion (a) 93 Fair value adjustments (a) (b) (1,886) Balance at end of the period 110 Less current portion in accrued expenses and other current liabilities (7) Total long-term portion in other long-term liabilities $ 103 (a) Recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Income. (b) During the nine months ended September 30, 2022, the Company updated its sales projections for a product subject to contingent consideration and determined the probability of payment under the contingent arrangement to be remote. Consequently, the fair value of the contingent consideration liability related to this product was reduced by $1.9 million. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary Of Common Stock Information | The following table summarizes information about shares of the Company's common stock at: September 30, December 31, (In thousands) 2022 2021 Common stock authorized 75,000 75,000 Common stock issued 28,517 28,360 Treasury stock 3,087 3,087 Common stock outstanding 25,430 25,273 |
Schedule of Dividends Declared | The table below summarizes the regular quarterly dividends declared and paid during the periods ended September 30, 2022 and December 31, 2021: (In thousands, except per share data) Per Share Record Date Payment Date Total Paid First Quarter 2021 $ 0.75 03/12/21 03/26/21 $ 18,939 Second Quarter 2021 0.90 06/04/21 06/18/21 22,739 Third Quarter 2021 0.90 09/03/21 09/17/21 22,747 Fourth Quarter 2021 0.90 12/03/21 12/17/21 22,746 Total 2021 $ 3.45 $ 87,171 First Quarter 2022 $ 0.90 03/11/22 03/25/22 $ 22,870 Second Quarter 2022 1.05 06/03/22 06/17/22 26,702 Third Quarter 2022 1.05 09/02/22 09/16/22 26,701 Total 2022 $ 3.00 $ 76,273 |
Deferred And Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Awards and Units Activity | Transactions in DSUs and RSUs under the 2018 Plan are summarized as follows: Number of Shares Weighted Average Price Outstanding at December 31, 2021 285,711 $ 110.41 Issued 3,923 105.48 Granted 156,919 120.64 Dividend equivalents 7,729 107.15 Forfeited (7,988) 121.12 Vested (168,203) 95.98 Outstanding at September 30, 2022 278,091 $ 121.51 |
Stock Awards and Performance Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Awards and Units Activity | Transactions in PSUs under the 2018 Plan are summarized as follows: Number of Shares Weighted Average Price Outstanding at December 31, 2021 149,961 $ 104.01 Granted 91,988 110.83 Dividend equivalents 4,413 107.18 Forfeited (4,840) 78.11 Vested (80,938) 82.40 Outstanding at September 30, 2022 160,584 $ 120.12 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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: September 30, 2022 December 31, 2021 (In thousands) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets Pension plan assets (Note 8) $ 31,109 $ — $ — $ 31,109 $ 52,296 $ — $ — $ 52,296 Liabilities Contingent consideration $ 110 $ — $ — $ 110 $ 6,911 $ — $ — $ 6,911 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Disaggregation of Revenue | The following tables present the Company's revenues disaggregated by segment and geography based on the billing address of the Company's customers: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 (In thousands) U.S. (a) Int’l (b) Total U.S. (a) Int’l (b) Total OEM Segment: RV OEMs: Travel trailers and fifth-wheels $ 480,207 $ 13,308 $ 493,515 $ 586,830 $ 15,599 $ 602,429 Motorhomes 60,964 21,958 82,922 39,679 23,580 63,259 Adjacent Industries OEMs 295,173 40,810 335,983 246,582 34,011 280,593 Total OEM Segment net sales 836,344 76,076 912,420 873,091 73,190 946,281 Aftermarket Segment: Total Aftermarket Segment net sales 203,106 16,553 219,659 204,566 14,462 219,028 Total net sales $ 1,039,450 $ 92,629 $ 1,132,079 $ 1,077,657 $ 87,652 $ 1,165,309 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 (In thousands) U.S. (a) Int’l (b) Total U.S. (a) Int’l (b) Total OEM Segment: RV OEMs: Travel trailers and fifth-wheels $ 2,218,157 $ 43,093 $ 2,261,250 $ 1,582,182 $ 50,877 $ 1,633,059 Motorhomes 185,118 76,538 261,656 118,872 74,233 193,105 Adjacent Industries OEMs 930,536 131,838 1,062,374 690,759 110,262 801,021 Total OEM Segment net sales 3,333,811 251,469 3,585,280 2,391,813 235,372 2,627,185 Aftermarket Segment: Total Aftermarket Segment net sales 673,519 53,998 727,517 585,973 46,129 632,102 Total net sales $ 4,007,330 $ 305,467 $ 4,312,797 $ 2,977,786 $ 281,501 $ 3,259,287 (a) Net sales to customers in the United States of America (b) Net sales to customers in countries domiciled outside of the United States of America |
Schedule Of Information Relating To Segments | The following table presents the Company's operating profit by segment: Three Months Ended Nine Months Ended (In thousands) 2022 2021 2022 2021 Operating profit: OEM Segment $ 65,186 $ 64,136 $ 501,137 $ 206,757 Aftermarket Segment 22,389 24,888 74,928 77,680 Total operating profit $ 87,575 $ 89,024 $ 576,065 $ 284,437 |
Revenue Disaggregated by Product | The following table presents the Company's revenue disaggregated by product: Three Months Ended Nine Months Ended (In thousands) 2022 2021 2022 2021 OEM Segment: Chassis, chassis parts, and slide-out mechanisms $ 295,256 $ 351,837 $ 1,341,567 $ 948,135 Windows and doors 244,011 254,526 876,354 761,168 Furniture and mattresses 179,710 184,741 651,456 508,789 Axles and suspension solutions 67,343 68,120 257,766 184,092 Other 126,100 87,057 458,137 225,001 Total OEM Segment net sales 912,420 946,281 3,585,280 2,627,185 Total Aftermarket Segment net sales 219,659 219,028 727,517 632,102 Total net sales $ 1,132,079 $ 1,165,309 $ 4,312,797 $ 3,259,287 |
Basis of Presentation (Details)
Basis of Presentation (Details) | Sep. 30, 2022 |
Manufacturing Facility | |
Property, Plant and Equipment | |
Manufacturing Facilities | 130 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Earnings per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares outstanding for basic earnings per share | 25,447 | 25,286 | 25,398 | 25,247 |
Common stock equivalents pertaining to stock options and deferred stock units (in shares) | 153 | 131 | 122 | 124 |
Weighted average shares outstanding for diluted earnings per share | 25,600 | 25,417 | 25,520 | 25,371 |
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive (in shares) | 113 | 140 | 112 | 142 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | May 13, 2021 | |
Debt Instrument [Line Items] | ||||||
Number of shares called by warrant | 2,800 | |||||
Warrant, strike price (in dollars per share) | $ 259.84 | |||||
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive (in shares) | 113 | 140 | 112 | 142 | ||
Purchases of convertible note hedge contracts | $ 100,100 | $ 0 | $ 100,142 | |||
Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive (in shares) | 2,800 | 2,800 | ||||
Convertible Debt Securities | ||||||
Debt Instrument [Line Items] | ||||||
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive (in shares) | 2,800 | |||||
Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 1.125% | |||||
Conversion price | $ 165.65 | $ 165.65 |
Acquisitions, Goodwill And Ot_3
Acquisitions, Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Oct. 31, 2021 | Sep. 30, 2021 | Apr. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||||||
Cash consideration, net of cash acquired | $ 55,709 | $ 154,544 | ||||||
Goodwill | $ 543,180 | 551,615 | ||||||
Exertis | ||||||||
Business Acquisition [Line Items] | ||||||||
Deferred revenue liability | $ 24,800 | |||||||
Girard | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 70,664 | |||||||
Cash consideration, net of cash acquired | 50,000 | |||||||
Amount paid to true up net working capital | 700 | |||||||
Consideration, holdback payment liability | 20,000 | |||||||
Goodwill | $ 12,702 | |||||||
Exertis | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 39,700 | |||||||
Furrion | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 146,681 | 146,681 | $ 146,700 | |||||
Percentage of interests acquired | 100% | 100% | ||||||
Cash consideration, net of cash acquired | 50,534 | 50,534 | $ 50,500 | |||||
Consideration, holdback payment liability | 31,300 | |||||||
Goodwill | 45,999 | 59,282 | ||||||
Consideration transferred, settlement of receivable | $ 34,956 | $ 34,956 | $ 35,000 | |||||
Schaudt | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | $ 29,400 | |||||||
Percentage of interests acquired | 100% | |||||||
Other Acquisitions in 2021 | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration, net of cash acquired | 5,000 | |||||||
Goodwill | $ 800 |
Acquisitions, Goodwill And Ot_4
Acquisitions, Goodwill And Other Intangible Assets (Schedule of Business Acquisitions) (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 543,180 | $ 551,615 | |||
Measurement period adjustments | 13,287 | ||||
Girard | |||||
Business Acquisition [Line Items] | |||||
Additional cash consideration, net of cash acquired | $ 50,664 | ||||
Fixed deferred consideration | 20,000 | ||||
Total fair value of consideration given | 70,664 | ||||
Identifiable intangible assets | 43,520 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Other | 14,442 | ||||
Total fair value of net assets acquired | 57,962 | ||||
Goodwill | $ 12,702 | ||||
Furrion | |||||
Business Acquisition [Line Items] | |||||
Fixed deferred consideration | $ 61,191 | 61,191 | |||
Total fair value of consideration given | 146,681 | 146,681 | $ 146,700 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Other | (9,518) | (11,001) | |||
Total fair value of net assets acquired | 100,682 | 87,399 | |||
Goodwill | 45,999 | 59,282 | |||
Consideration transferred, settlement of receivable | $ 34,956 | 34,956 | $ 35,000 | ||
Other tangible assets | (1,483) | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Total | (13,283) | ||||
Measurement period adjustments | 13,283 | ||||
Furrion | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets | 66,300 | 55,700 | |||
Intangible assets | (10,600) | ||||
Furrion | Other intangible assets | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets | $ 43,900 | 42,700 | |||
Intangible assets | $ (1,200) |
Acquisitions, Goodwill And Ot_5
Acquisitions, Goodwill And Other Intangible Assets (Schedule Of Goodwill By Reportable Segment) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Segment Reporting Information | |
Net balance – beginning of period | $ 543,180 |
Acquisitions | 13,492 |
Measurement period adjustments | 13,287 |
Foreign currency translation | (18,344) |
Net balance – end of period | 551,615 |
OEM Segment | |
Segment Reporting Information | |
Net balance – beginning of period | 379,463 |
Acquisitions | 11,460 |
Measurement period adjustments | 11,830 |
Foreign currency translation | (16,218) |
Net balance – end of period | 386,535 |
Aftermarket Segment | |
Segment Reporting Information | |
Net balance – beginning of period | 163,717 |
Acquisitions | 2,032 |
Measurement period adjustments | 1,457 |
Foreign currency translation | (2,126) |
Net balance – end of period | $ 165,080 |
Acquisitions, Goodwill And Ot_6
Acquisitions, Goodwill And Other Intangible Assets (Schedule Of Other Intangible Assets) (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Acquired Intangible Assets | |||
Accumulated Amortization | $ 241,466 | $ 202,675 | |
Intangible Assets, Gross (Excluding Goodwill) | 731,021 | 722,632 | |
Intangible Assets, Net (Excluding Goodwill) | 489,555 | 519,957 | |
Tradenames | |||
Acquired Intangible Assets | |||
Indefinite-Lived Intangible Assets | 7,600 | 7,600 | |
Purchased research and development | |||
Acquired Intangible Assets | |||
Indefinite-Lived Intangible Assets | 4,687 | ||
Customer Relationships | |||
Acquired Intangible Assets | |||
Finite-Lived Intangible Assets, Gross | 500,432 | 487,853 | |
Accumulated Amortization | 154,075 | 127,048 | |
Net Balance | $ 346,357 | 360,805 | |
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 | 17 years | 17 years | |
Patents | |||
Acquired Intangible Assets | |||
Finite-Lived Intangible Assets, Gross | $ 118,484 | 116,725 | |
Accumulated Amortization | 60,402 | 53,479 | |
Net Balance | $ 58,082 | 63,246 | |
Patents | Minimum | |||
Acquired Intangible Assets | |||
Estimated Useful Life in Years | 3 years | 3 years | |
Patents | Maximum | |||
Acquired Intangible Assets | |||
Estimated Useful Life in Years | 20 years | 20 years | |
Tradenames | |||
Acquired Intangible Assets | |||
Finite-Lived Intangible Assets, Gross | $ 92,312 | 93,994 | |
Accumulated Amortization | 19,628 | 16,497 | |
Net Balance | $ 72,684 | 77,497 | |
Tradenames | Minimum | |||
Acquired Intangible Assets | |||
Estimated Useful Life in Years | 3 years | 3 years | |
Tradenames | Maximum | |||
Acquired Intangible Assets | |||
Estimated Useful Life in Years | 20 years | 20 years | |
Non-compete Agreements | |||
Acquired Intangible Assets | |||
Finite-Lived Intangible Assets, Gross | $ 11,584 | 11,464 | |
Accumulated Amortization | 7,131 | 5,439 | |
Net Balance | $ 4,453 | 6,025 | |
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 | $ 609 | 309 | |
Accumulated Amortization | 230 | 212 | |
Net Balance | $ 379 | $ 97 | |
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 662,480 | $ 833,992 |
Work in process | 49,870 | 48,250 |
Finished goods | 367,552 | 213,665 |
Inventories, net | $ 1,079,902 | $ 1,095,907 |
Fixed Assets (Schedule Of Fixed
Fixed Assets (Schedule Of Fixed Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Fixed assets, at cost | $ 922,469 | $ 842,462 |
Less accumulated depreciation and amortization | 451,898 | 416,007 |
Fixed assets, net | $ 470,571 | $ 426,455 |
Accrued Expenses And Other Cu_3
Accrued Expenses And Other Current Liabilities (Schedule Of Accrued Expenses And Other Current Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Payables and Accruals [Abstract] | |||
Employee compensation and benefits | $ 83,566 | $ 85,760 | |
Deferred acquisition payments and contingent consideration | 33,959 | 39,307 | |
Current portion of accrued warranty | 39,583 | 33,874 | $ 30,436 |
Other | 86,030 | 84,497 | |
Accrued expenses and other current liabilities | $ 243,138 | $ 243,438 |
Accrued Expenses And Other Cu_4
Accrued Expenses And Other Current Liabilities (Schedule Of Reconciliation Of The Activity Related To Accrued Warranty) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | |||
Balance at beginning of period | $ 52,114 | $ 47,091 | |
Provision for warranty expense | 36,362 | 18,798 | |
Warranty liability from acquired businesses | 0 | 5,611 | |
Warranty costs paid | 29,373 | 22,054 | |
Balance at end of period | 59,103 | 49,446 | |
Less long-term portion | (19,520) | (19,010) | |
Current portion of accrued warranty | $ 39,583 | $ 30,436 | $ 33,874 |
Pension Plans (Details)
Pension Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Net service cost | $ (300) | $ (1,084) | $ (2,390) | $ (3,300) |
Interest cost | (322) | (163) | (861) | (495) |
Expected return on plan assets | 213 | 105 | 549 | 322 |
Amortization of actuarial gain | 95 | 0 | 95 | 0 |
Administrative charges | (87) | (71) | (227) | (214) |
Net periodic pension cost | $ (401) | $ (1,213) | $ (2,834) | $ (3,687) |
Long-Term Indebtedness (Schedul
Long-Term Indebtedness (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing fees | $ (9,773) | $ (11,988) |
Long-term debt | 1,061,959 | 1,302,962 |
Less current portion | (22,089) | (71,003) |
Long-term debt, excluding current maturities | 1,039,870 | 1,231,959 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 460,000 | 460,000 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 226,367 | 403,953 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 380,000 | 395,000 |
Shelf Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 50,000 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 5,365 | $ 5,997 |
Long-Term Indebtedness (Narrati
Long-Term Indebtedness (Narrative) (Details) | 9 Months Ended | |||||||||
Dec. 07, 2021 USD ($) | May 13, 2021 USD ($) tradingDay | Dec. 19, 2019 | Mar. 29, 2019 USD ($) | Dec. 14, 2018 USD ($) | Apr. 27, 2016 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Feb. 24, 2014 USD ($) | |
Line of Credit Facility | ||||||||||
Long-term indebtedness | $ 1,039,870,000 | $ 1,231,959,000 | ||||||||
Proceeds from issuance of convertible notes | $ 0 | $ 460,000,000 | ||||||||
Percentage of equity interests of controlled foreign corporations (up to) | 65% | |||||||||
Level 1 | ||||||||||
Line of Credit Facility | ||||||||||
Convertible debt, fair value | $ 394,500,000 | |||||||||
Term Loan | ||||||||||
Line of Credit Facility | ||||||||||
Debt, face amount | $ 400,000,000 | |||||||||
Term Loan | Period one | ||||||||||
Line of Credit Facility | ||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 1.25% | |||||||||
Debt term | 2 years | |||||||||
Term Loan | Period two | ||||||||||
Line of Credit Facility | ||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 1.875% | |||||||||
Term Loan | Period three | ||||||||||
Line of Credit Facility | ||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 2.50% | |||||||||
Convertible Notes | ||||||||||
Line of Credit Facility | ||||||||||
Debt, face amount | $ 460,000,000 | |||||||||
Stated interest rate | 1.125% | |||||||||
Proceeds from issuance of convertible notes | $ 447,800,000 | |||||||||
Debt, conversion ratio | 0.0060369 | |||||||||
Redemption price, percentage | 100% | |||||||||
Amount of principal held | 25% | |||||||||
Convertible Notes | Period one | ||||||||||
Line of Credit Facility | ||||||||||
Threshold trading days | tradingDay | 20 | |||||||||
Threshold consecutive trading days | tradingDay | 30 | |||||||||
Threshold percentage of stock price trigger | 130% | |||||||||
Convertible Notes | Period two | ||||||||||
Line of Credit Facility | ||||||||||
Threshold percentage of stock price trigger | 98% | |||||||||
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit | ||||||||||
Line of Credit Facility | ||||||||||
Letter of credit | 4,400,000 | |||||||||
Remaining availability under the facilities | $ 369,200,000 | |||||||||
Commitment fee percentage | 0.175% | |||||||||
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit | Minimum | ||||||||||
Line of Credit Facility | ||||||||||
Commitment fee percentage | 0.15% | |||||||||
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit | Maximum | ||||||||||
Line of Credit Facility | ||||||||||
Commitment fee percentage | 0.225% | |||||||||
JPMorgan Chase Bank And Wells Fargo Bank | Letter of Credit | ||||||||||
Line of Credit Facility | ||||||||||
Maximum borrowings under line of credit | $ 50,000,000 | |||||||||
Prudential Investment Management Inc | Line of Credit | ||||||||||
Line of Credit Facility | ||||||||||
Long-term indebtedness | $ 50,000,000 | $ 400,000,000 | ||||||||
Remaining availability under the facilities | $ 200,000,000 | |||||||||
Debt term | 3 years | |||||||||
Interest rate during period | 3.80% | |||||||||
Prudential Investment Management Inc | Line of Credit | New Term Loan, Amendment No. 4 | ||||||||||
Line of Credit Facility | ||||||||||
Long-term indebtedness | $ 400,000,000 | |||||||||
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 | $ 600,000,000 | |||||||||
Option One | 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 | ||||||||||
Debt instrument, additional margin interest rate | 0.125% | |||||||||
Option One | 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% | |||||||||
Option One | 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 Two | 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 | 1.125% | |||||||||
Option Two | 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 | 0.875% | |||||||||
Option Two | 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 | 1.625% |
Leases (Components of Lease Cos
Leases (Components of Lease Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease expense | $ 14,081 | $ 11,280 | $ 40,229 | $ 31,695 |
Short-term lease expense | 2,019 | 1,247 | 5,793 | 3,122 |
Variable lease expense | 1,175 | 923 | 2,824 | 2,354 |
Total lease expense | $ 17,275 | $ 13,450 | $ 48,846 | $ 37,171 |
Commitments And Contingencies_2
Commitments And Contingencies (Reconciliation Of Contingent Consideration Liability) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Business Combination, Contingent Consideration, Reconciliation of Change in Liability [Roll Forward] | ||
Balance at beginning of period | $ 6,911 | |
Payments | (5,008) | |
Accretion | 93 | |
Fair value adjustments | (1,886) | |
Balance at end of the period | $ 110 | 110 |
Less current portion in accrued expenses and other current liabilities | (7) | (7) |
Total long-term portion in other long-term liabilities | 103 | $ 103 |
Reduction to fair value | $ (1,900) |
Stockholders' Equity (Summary O
Stockholders' Equity (Summary Of Common Stock Information) (Details) - shares shares in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||
Common stock authorized (in shares) | 75,000 | 75,000 |
Common stock issued (in shares) | 28,517 | 28,360 |
Treasury stock (in shares) | 3,087 | 3,087 |
Common stock outstanding (in shares) | 25,430 | 25,273 |
Stockholders' Equity (Summary_2
Stockholders' Equity (Summary of Regular Quarterly Dividend) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Cash dividend (in usd per share) | $ 1.05 | $ 1.05 | $ 0.90 | $ 0.90 | $ 0.90 | $ 0.9 | $ 0.75 | $ 3 | $ 3.45 | |
Payment of dividends | $ 76,273 | $ 64,425 | ||||||||
Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Payment of dividends | $ 26,701 | $ 26,702 | $ 22,870 | $ 22,746 | $ 22,747 | $ 22,739 | $ 18,939 | $ 76,273 | $ 87,171 |
Stockholders' Equity (Stock Awa
Stockholders' Equity (Stock Awards and Units Activity) (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Deferred And Restricted Stock Units | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 285,711 |
Issued (in shares) | shares | 3,923 |
Granted (in shares) | shares | 156,919 |
Dividend equivalents (in shares) | shares | 7,729 |
Forfeited (in shares) | shares | (7,988) |
Vested (in shares) | shares | (168,203) |
Outstanding at end of period (in shares) | shares | 278,091 |
Weighted Average Price | |
Outstanding at beginning of period (in usd per share) | $ / shares | $ 110.41 |
Issued (in usd per share) | $ / shares | 105.48 |
Granted (in usd per share) | $ / shares | 120.64 |
Dividend equivalents (in usd per share) | $ / shares | 107.15 |
Forfeited (in usd per share) | $ / shares | 121.12 |
Vested (in usd per share) | $ / shares | 95.98 |
Outstanding at end of period (in usd per share) | $ / shares | $ 121.51 |
Stock Awards and Performance Stock Units | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 149,961 |
Granted (in shares) | shares | 91,988 |
Dividend equivalents (in shares) | shares | 4,413 |
Forfeited (in shares) | shares | (4,840) |
Vested (in shares) | shares | (80,938) |
Outstanding at end of period (in shares) | shares | 160,584 |
Weighted Average Price | |
Outstanding at beginning of period (in usd per share) | $ / shares | $ 104.01 |
Granted (in usd per share) | $ / shares | 110.83 |
Dividend equivalents (in usd per share) | $ / shares | 107.18 |
Forfeited (in usd per share) | $ / shares | 78.11 |
Vested (in usd per share) | $ / shares | 82.40 |
Outstanding at end of period (in usd per share) | $ / shares | $ 120.12 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 13, 2021 | May 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||||
Purchases of convertible note hedge contracts | $ 100,100 | $ 0 | $ 100,142 | |||
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive (in shares) | 113 | 140 | 112 | 142 | ||
Deferred tax asset recognized through equity | $ 24,400 | |||||
Number of shares called by warrant | 2,800 | |||||
Warrant, strike price (in dollars per share) | $ 259.84 | |||||
Warrant premium | 100% | |||||
Proceeds from issuance of warrants concurrent with note hedge contracts | $ 48,500 | $ 0 | $ 48,484 | |||
Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Conversion price | $ 165.65 | $ 165.65 | ||||
Convertible Debt Securities | ||||||
Debt Instrument [Line Items] | ||||||
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive (in shares) | 2,800 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Pension plan assets | $ 31,109 | $ 52,296 |
Contingent consideration | 110 | 6,911 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Pension plan assets | 0 | 0 |
Contingent consideration | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Pension plan assets | 0 | |
Contingent consideration | 0 | 0 |
Level 2 | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Pension plan assets | 0 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Pension plan assets | 52,296 | |
Contingent consideration | 110 | $ 6,911 |
Level 3 | Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Pension plan assets | $ 31,109 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) - segment | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information | ||
Number of reportable segments | 2 | |
Product Concentration Risk | Net sales | OEM Segment | ||
Segment Reporting Information | ||
Concentration risk, percentage | 83% | 81% |
Product Concentration Risk | Net sales | Travel trailers and fifth-wheels | ||
Segment Reporting Information | ||
Concentration risk, percentage | 63% | |
Product Concentration Risk | Net sales | Aftermarket Segment | ||
Segment Reporting Information | ||
Concentration risk, percentage | 17% | 19% |
Segment Reporting (Disaggregati
Segment Reporting (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 1,132,079 | $ 1,165,309 | $ 4,312,797 | $ 3,259,287 |
OEM Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 912,420 | 946,281 | 3,585,280 | 2,627,185 |
Travel trailers and fifth-wheels | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 493,515 | 602,429 | 2,261,250 | 1,633,059 |
Motorhomes | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 82,922 | 63,259 | 261,656 | 193,105 |
Adjacent industries OEMs | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 335,983 | 280,593 | 1,062,374 | 801,021 |
Aftermarket Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 219,659 | 219,028 | 727,517 | 632,102 |
Chassis, chassis parts and slide-out mechanisms | OEM Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 295,256 | 351,837 | 1,341,567 | 948,135 |
Windows and doors | OEM Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 244,011 | 254,526 | 876,354 | 761,168 |
Furniture and mattresses | OEM Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 179,710 | 184,741 | 651,456 | 508,789 |
Axles and suspension solutions | OEM Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 67,343 | 68,120 | 257,766 | 184,092 |
Other | OEM Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 126,100 | 87,057 | 458,137 | 225,001 |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,039,450 | 1,077,657 | 4,007,330 | 2,977,786 |
U.S. | OEM Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 836,344 | 873,091 | 3,333,811 | 2,391,813 |
U.S. | Travel trailers and fifth-wheels | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 480,207 | 586,830 | 2,218,157 | 1,582,182 |
U.S. | Motorhomes | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 60,964 | 39,679 | 185,118 | 118,872 |
U.S. | Adjacent industries OEMs | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 295,173 | 246,582 | 930,536 | 690,759 |
U.S. | Aftermarket Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 203,106 | 204,566 | 673,519 | 585,973 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 92,629 | 87,652 | 305,467 | 281,501 |
International | OEM Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 76,076 | 73,190 | 251,469 | 235,372 |
International | Travel trailers and fifth-wheels | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 13,308 | 15,599 | 43,093 | 50,877 |
International | Motorhomes | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 21,958 | 23,580 | 76,538 | 74,233 |
International | Adjacent industries OEMs | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 40,810 | 34,011 | 131,838 | 110,262 |
International | Aftermarket Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 16,553 | $ 14,462 | $ 53,998 | $ 46,129 |
Segment Reporting (Schedule of
Segment Reporting (Schedule of Operating Profit by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information | ||||
Operating profit | $ 87,575 | $ 89,024 | $ 576,065 | $ 284,437 |
Operating Segments | OEM Segment | ||||
Segment Reporting Information | ||||
Operating profit | 65,186 | 64,136 | 501,137 | 206,757 |
Operating Segments | Aftermarket Segment | ||||
Segment Reporting Information | ||||
Operating profit | $ 22,389 | $ 24,888 | $ 74,928 | $ 77,680 |