Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 26, 2017 | Apr. 21, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | PATRICK INDUSTRIES INC | |
Entity Central Index Key | 76,605 | |
Trading Symbol | patk | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 16,764,036 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 26, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) - USD ($) $ in Thousands | Mar. 26, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 10,919 | $ 6,449 |
Trade receivables, net | 93,759 | 38,455 |
Inventories | 127,861 | 120,019 |
Prepaid expenses and other | 4,646 | 7,846 |
Total current assets | 237,185 | 172,769 |
Property, plant and equipment, net | 88,095 | 85,483 |
Goodwill | 110,200 | 109,893 |
Other intangible assets, net | 164,168 | 164,539 |
Deferred financing costs, net | 2,556 | 1,728 |
Other non-current assets | 522 | 538 |
TOTAL ASSETS | 602,726 | 534,950 |
Current Liabilities | ||
Current maturities of long-term debt | 15,766 | 15,766 |
Accounts payable | 63,064 | 46,752 |
Accrued liabilities | 24,560 | 23,575 |
Total current liabilities | 103,390 | 86,093 |
Long-term debt, less current maturities, net | 196,172 | 256,811 |
Deferred tax liabilities | 5,892 | 4,988 |
Deferred compensation and other | 1,610 | 1,610 |
TOTAL LIABILITIES | 307,064 | 349,502 |
SHAREHOLDERS’ EQUITY | ||
Common stock | 156,463 | 63,716 |
Additional paid-in-capital | 8,243 | 8,243 |
Accumulated other comprehensive income | 27 | 27 |
Retained earnings | 130,929 | 113,462 |
TOTAL SHAREHOLDERS’ EQUITY | 295,662 | 185,448 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 602,726 | $ 534,950 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Income Statement [Abstract] | ||
NET SALES | $ 345,427 | $ 278,637 |
Cost of goods sold | 287,878 | 233,285 |
GROSS PROFIT | 57,549 | 45,352 |
Operating Expenses: | ||
Warehouse and delivery | 10,343 | 7,699 |
Selling, general and administrative | 19,106 | 14,271 |
Amortization of intangible assets | 4,185 | 2,768 |
Total operating expenses | 33,634 | 24,738 |
OPERATING INCOME | 23,915 | 20,614 |
Interest expense, net | 2,014 | 1,649 |
Income before income taxes | 21,901 | 18,965 |
Income taxes | 4,434 | 5,990 |
NET INCOME | $ 17,467 | $ 12,975 |
BASIC NET INCOME PER COMMON SHARE (in dollars per share) | $ 1.15 | $ 0.87 |
DILUTED NET INCOME PER COMMON SHARE (in dollars per share) | $ 1.12 | $ 0.85 |
Weighted average shares outstanding - Basic (in shares) | 15,238 | 14,948 |
Weighted average shares outstanding - Diluted (in shares) | 15,549 | 15,192 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 17,467 | $ 12,975 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 7,417 | 5,212 |
Stock-based compensation expense | 2,439 | 1,501 |
Deferred income taxes | 904 | 250 |
Other non-cash items | 59 | 288 |
Change in operating assets and liabilities, net of acquisitions of businesses: | ||
Trade receivables | (53,114) | (25,148) |
Inventories | (5,400) | (1,663) |
Prepaid expenses and other assets | 3,305 | 2,617 |
Accounts payable, accrued liabilities and other | 16,016 | 19,419 |
Net cash provided by (used in) operating activities | (10,907) | 15,451 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (3,484) | (2,913) |
Proceeds from sale of property and equipment | 4 | 179 |
Business acquisitions | (10,104) | (36,384) |
Other investing activities | (6) | (6) |
Net cash used in investing activities | (13,590) | (39,124) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings on revolver | 65,717 | 112,424 |
Repayments on revolver | (126,371) | (74,731) |
Payment of deferred financing costs | (980) | (1) |
Stock repurchases under buyback program | 0 | (2,865) |
Payments related to vesting of share-based awards, net of shares tendered for tax | (3,025) | (556) |
Proceeds from equity offering of common stock, net of expenses | 93,622 | 0 |
Proceeds from exercise of stock options | 4 | 0 |
Other financing activities | 0 | (26) |
Net cash provided by financing activities | 28,967 | 34,245 |
Increase in cash and cash equivalents | 4,470 | 10,572 |
Cash and cash equivalents at beginning of year | 6,449 | 87 |
Cash and cash equivalents at end of period | $ 10,919 | $ 10,659 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 26, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION In the opinion of Patrick Industries, Inc. (“Patrick” or the “Company”), the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position as of March 26, 2017 and December 31, 2016 , and its results of operations and cash flows for the three months ended March 26, 2017 and March 27, 2016 . Patrick’s unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules or regulations. For a description of significant accounting policies used by the Company in the preparation of its consolidated financial statements, please refer to 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, 2016 . The December 31, 2016 condensed consolidated statement of financial position data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for the first quarter ended March 26, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 . Certain amounts in the prior year’s condensed consolidated financial statements and notes have been reclassified to conform to the current year presentation. See Notes 2 and 8 for additional details. In preparation of Patrick’s condensed consolidated financial statements as of and for the first quarter ended March 26, 2017 , management evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date of issuance of the Form 10-Q that required recognition or disclosure in the consolidated financial statements. See Note 15 for an event that occurred subsequent to the balance sheet date. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 26, 2017 | |
Accounting Policies [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard which specifies how and when to recognize revenue as well as providing informative, relevant disclosures. In August 2015, the FASB deferred the effective date of this standard by one year, which would become effective for fiscal years beginning after December 15, 2017. Based on an evaluation and review of its current accounting policies and practices related to the recognition of revenue, the Company does not anticipate that the adoption of this new accounting standard will have a material impact on the condensed consolidated statements of operations, financial position or cash flows. The Company expects to adopt this standard as of January 1, 2018, under the modified retrospective method where the cumulative effect is recognized at the date of initial application. Leases In February 2016, the FASB issued a new accounting standard that will require that an entity recognize lease assets and lease liabilities on its balance sheet for leases in excess of one year that were previously classified as operating leases under U.S. GAAP. The standard also requires companies to disclose in the footnotes to the financial statements information about the amount, timing, and uncertainty for the payments made for the lease agreements. The standard is effective for financial statements issued for annual and interim periods beginning after December 15, 2018 on a retroactive basis. Early adoption is permitted. The Company is currently evaluating the effect of adopting this new accounting standard and has not yet determined the impact that the implementation of it will have on its condensed consolidated financial statements. Stock Compensation In March 2016, the FASB issued a new accounting standard for share-based payments relating to: (i) the income tax consequences related to exercised or vested share-based payment awards; (ii) the classification of awards as assets or liabilities; and (iii) the classification in the condensed consolidated statements of cash flows. In addition, the standard provides an accounting policy election to account for forfeitures as they occur. This standard is effective for financial statements issued for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. The Company elected to early adopt the requirements of this accounting standard in the fourth quarter of 2016 and retroactively reflected the impact of the adoption in its financial statements effective January 1, 2016 as required under the standard. Specifically, the excess tax benefits of $0.9 million related to the settlement of share-based compensation that were realized in the first quarter of 2016, and previously recorded in additional paid-in capital, were reclassified as a reduction to income tax expense on the condensed consolidated statement of income for the first quarter ended March 27, 2016. In addition, as required under the new standard, cash paid by directly withholding shares for tax withholding purposes of $0.6 million was reclassified from operating activities to financing activities in the condensed consolidated statement of cash flows for the three months ended March 27, 2016. Furthermore, the Company elected to change its accounting policy to account for forfeitures for share-based awards when they occur. Cash Flow Statement Classifications In August 2016, the FASB issued a new accounting standard related to the classification of certain cash receipts and cash payments in the statement of cash flows. This standard is effective for financial statements issued for annual and interim periods beginning after December 15, 2017. The standard may be applied on a retrospective basis and early adoption is permitted. The Company anticipates adopting the new standard as of January 1, 2018 as required and has determined that the implementation of it will have no impact on its condensed consolidated statements of cash flows for the periods presented. Goodwill Impairment In January 2017, the FASB issued a new accounting standard that simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. The standard requires that the impairment loss be measured as the excess of the reporting unit's carrying amount over its fair value. It eliminates the second step that requires the impairment to be measured between the implied value of a reporting unit's goodwill and its carrying value. The standard is effective for annual and any interim impairment tests for periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the effect of adopting this new accounting standard and has not yet determined the impact that the implementation of it will have on its condensed consolidated financial statements. Definition of a Business In January 2017, the FASB issued a new accounting standard that clarifies the definition of a business. This standard will assist companies in interpreting the definition of a business which may affect certain areas of accounting including acquisitions, disposals, goodwill and consolidation. The standard is effective for financial statements issued for annual and interim periods beginning after December 15, 2017. The standard may be applied on a retrospective basis and early adoption is permitted. The Company is currently evaluating the effect of adopting this new accounting standard and has not yet determined the impact that the implementation of it will have on its condensed consolidated financial statements. |
DEFERRED FINANCING _ DEBT ISSUA
DEFERRED FINANCING / DEBT ISSUANCE COSTS | 3 Months Ended |
Mar. 26, 2017 | |
Debt Disclosure [Abstract] | |
DEFERRED FINANCING / DEBT ISSUANCE COSTS | 3. DEFERRED FINANCING / DEBT ISSUANCE COSTS The condensed consolidated statements of financial position at March 26, 2017 and December 31, 2016 reflect the reclassification of assets related to deferred financing costs associated with the Term Loan (as defined herein) outstanding under the Company’s 2015 Credit Facility (as defined herein) that were reclassified and netted against long-term debt outstanding. The reclassification is the result of the Company’s adoption of new accounting guidance that requires debt issuance costs be presented in the statement of financial position as a reduction in the carrying amount of debt, consistent with the presentation of debt issuance discounts. The deferred financing costs related to the 2015 Revolver (as defined herein) were not reclassified to long-term debt and are reflected as a component of non-current assets on the condensed consolidated statements of financial position for the periods presented because the guidance does not apply to line-of-credit arrangements. In the first quarter of 2016, the Company adopted this guidance as required on a retrospective basis. At December 31, 2016, the total maximum borrowing limit under the Company’s 2015 Credit Facility was $360.0 million , of which $90.6 million or 25% represented the total commitment under the Term Loan and was the basis for allocating a portion of the deferred financing costs to the Term Loan. At March 26, 2017 the total maximum borrowing limit under the Company's 2015 Credit Facility was $450.0 million , of which $ 82.7 million or 18% represented the total commitment under the Term Loan and was the basis for allocating a portion of the deferred financing costs to the Term Loan. Unamortized total deferred financing costs were $3.1 million and $2.3 million at March 26, 2017 and December 31, 2016 , respectively. The following tables illustrate the effect of the change on certain line items within the condensed consolidated statements of financial position for the periods presented. (thousands) Mar. 26, 2017 Dec. 31, 2016 Total long-term debt $ 212,499 $ 273,153 Less: Net deferred financing costs related to Term Loan (561 ) (576 ) Total long-term debt, net of deferred financing costs 211,938 272,577 Less: current maturities of long-term debt (15,766 ) (15,766 ) Total long-term debt, less current maturities, net $ 196,172 $ 256,811 (thousands) Mar. 26, 2017 Dec. 31, 2016 Total deferred financing costs, net $ 3,117 $ 2,304 Less: Net deferred financing costs related to Term Loan (561 ) (576 ) Net deferred financing costs related to 2015 Revolver $ 2,556 $ 1,728 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 26, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES Inventories are stated at the lower of cost (First-In, First-Out (FIFO) Method) and net realizable value and consist of the following classes: (thousands) Mar. 26, 2017 Dec. 31, 2016 Raw materials $ 76,384 $ 70,148 Work in process 8,942 7,659 Finished goods 10,965 13,300 Less: reserve for inventory obsolescence (3,190 ) (2,724 ) Total manufactured goods, net 93,101 88,383 Materials purchased for resale (distribution products) 36,280 32,869 Less: reserve for inventory obsolescence (1,520 ) (1,233 ) Total materials purchased for resale (distribution products), net 34,760 31,636 Total inventories $ 127,861 $ 120,019 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 26, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 5. GOODWILL AND INTANGIBLE ASSETS The Company acquired intangible assets in various acquisitions in 2016 and through the first quarter of 2017 that were determined to be business combinations. The goodwill recognized is expected to be deductible for income tax purposes for each of the 2017 and 2016 acquisitions with the exception of the acquisition of BH Electronics, Inc. See Note 6 for further details. Goodwill and other intangible assets are allocated to the Company’s reporting units at the date they are initially recorded. Goodwill and indefinite-lived intangible assets are not amortized but are subject to an impairment test based on their estimated fair value performed annually in the fourth quarter (or under certain circumstances more frequently as warranted). Goodwill impairment testing is performed at the reporting unit level, one level below the business segment . Finite-lived intangible assets that meet certain criteria continue to be amortized over their useful lives and are also subject to an impairment test based on estimated undiscounted cash flows when impairment indicators exist. The Company assesses finite-lived intangible assets for impairment if events or changes in circumstances indicate that the carrying value may exceed the fair value. No impairment was recognized during the first quarter ended March 26, 2017 and March 27, 2016 related to goodwill, indefinite-lived intangible assets or finite-lived intangible assets. There have been no material changes to the method of evaluating impairment related to goodwill, indefinite-lived intangible assets or finite-lived intangible assets during the first quarter of 2017. Goodwill Changes in the carrying amount of goodwill for the first quarter ended March 26, 2017 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2016 $ 100,592 $ 9,301 $ 109,893 Acquisitions 1,750 — 1,750 Adjustment to prior year purchase price allocations (1,443 ) — (1,443 ) Balance - March 26, 2017 $ 100,899 $ 9,301 $ 110,200 Other Intangible Assets Other intangible assets are comprised of customer relationships, non-compete agreements and trademarks. Customer relationships and non-compete agreements represent finite-lived intangible assets that have been recorded in the Manufacturing and Distribution segments along with related amortization expense. As of March 26, 2017 , the other intangible assets balance of $164.2 million is comprised of $42.7 million of trademarks which have an indefinite life, and therefore, no amortization expense has been recorded, and $121.5 million pertaining to customer relationships and non-compete agreements which are being amortized over periods ranging from two to 19 years. For the finite-lived intangible assets attributable to the 2017 acquisition of Medallion Plastics, Inc., the useful life pertaining to non-compete agreements and to customer relationships for this acquisition was three years and 10 years, respectively. Amortization expense for the Company’s intangible assets in the aggregate was $4.2 million and $2.8 million for the first quarter ended March 26, 2017 and March 27, 2016 , respectively. Other intangible assets, net consist of the following as of March 26, 2017 and December 31, 2016 : (thousands) Mar. 26, 2017 Weighted Average Useful Life Dec. 31, 2016 Weighted Average Useful Life Customer relationships $ 144,475 10.2 $ 140,657 10.2 Non-compete agreements 13,385 3.9 13,413 3.6 Trademarks 42,716 Indefinite 42,741 Indefinite 200,576 196,811 Less: accumulated amortization (36,408 ) (32,272 ) Other intangible assets, net $ 164,168 $ 164,539 Changes in the carrying value of other intangible assets for the first quarter ended March 26, 2017 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2016 $ 149,853 $ 14,686 $ 164,539 Acquisitions 3,250 — 3,250 Amortization (3,501 ) (684 ) (4,185 ) Adjustment to prior year purchase price allocations 564 — 564 Balance - March 26, 2017 $ 150,166 $ 14,002 $ 164,168 |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 26, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 6. ACQUISITIONS General The Company completed one acquisition in the first quarter of 2017 and eight acquisitions in 2016 , including two in the first quarter of 2016. Each of the acquisitions was funded through borrowings under the Company’s credit facility in existence at the time of acquisition. Assets acquired and liabilities assumed in the individual acquisitions were recorded on the Company’s condensed consolidated statements of financial position at their estimated fair values as of the respective dates of acquisition. In general, the acquisitions described below provided the opportunity for the Company to either establish a new presence in a particular market and/or expand its product offerings in an existing market and increase its market share and per unit content. For each acquisition, the excess of the purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which represents the value of leveraging the Company’s existing purchasing, manufacturing, sales, and systems resources with the organizational talent and expertise of the acquired companies’ respective management teams to maximize efficiencies, revenue impact, market share growth, and net income. The goodwill recognized is expected to be deductible for income tax purposes for the 2017 acquisition and for each of the 2016 acquisitions with the exception of the BH Electronics, Inc. acquisition. Intangible asset values were estimated using income based valuation methodologies. See Note 5 for information regarding the amortization periods assigned to finite-lived intangible assets. For the first quarter ended March 26, 2017 , revenue of approximately $0.3 million was included in the Company’s condensed consolidated statements of income relating to the business acquired in the first quarter of 2017 . Operating income and acquisition-related costs associated with such business were immaterial. For the first quarter ended March 27, 2016 , revenue and operating income of approximately $3.8 million and $0.4 million , respectively, were included in the Company’s condensed consolidated statements of income relating to the two businesses acquired in the first quarter of 2016 . Acquisition-related costs in the aggregate associated with such businesses were immaterial. 2017 Acquisition Medallion Plastics, Inc. ("Medallion") In March 2017, the Company acquired the business and certain assets of Elkhart, Indiana-based Medallion, a designer, engineer and manufacturer of custom thermoformed products and components which include dash and trim panels and fender skirts for the RV market, and complete interior packages, bumper covers, hoods, and trims for the automotive, specialty transportation and other industrial markets, for a net purchase price of $10.1 million . The results of operations for Medallion are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The preliminary purchase price allocation is subject to final review and approval, and thus all required purchase accounting adjustments are expected to be finalized in the second half of 2017. 2016 Acquisitions Sigma Wire International, LLC / KRA International, LLC (together "Sigma/KRA") In December 2016, the Company acquired the business and certain assets of Sigma Wire International, LLC ("Sigma"), headquartered in Elkhart, Indiana, and KRA International, LLC ("KRA"), headquartered in Mishawaka, Indiana. Sigma is a manufacturer of a wide range of PVC insulated wire and cable products primarily for the RV and marine markets. KRA, which operates primarily in the RV and industrial markets, is a manufacturer of wire harnesses and associated assemblies for RVs, commercial vehicles, lawn care equipment, marine products, the defense industry, and automotive aftermarket products. The Company acquired Sigma/KRA for a net purchase price of $26.1 million . The results of operations for Sigma/KRA are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The preliminary purchase price allocation is subject to final review and approval, and thus all required purchase accounting adjustments are expected to be finalized in the second half of 2017. BH Electronics, Inc. ("BHE") In July 2016, the Company acquired 100% of the outstanding capital stock of BHE, a major designer, engineer and manufacturer of custom thermoformed dash panel assemblies, center consoles and trim panels, complete electrical systems, and related components and parts, primarily for recreational boat manufacturers in the U.S., for a net purchase price of $35.0 million . BHE has operating facilities located in Tennessee and Georgia. The results of operations for BHE are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The preliminary purchase price allocation is subject to final review and approval, and thus all required purchase accounting adjustments are expected to be finalized in the second quarter of 2017. Vacuplast, LLC d/b/a L.S. Manufacturing, Inc. ("LS Mfg.") In July 2016, the Company acquired the business and certain assets of Elkhart, Indiana-based LS Mfg., a manufacturer of a wide variety of thermoformed plastic parts and components, primarily serving the RV industry as well as certain industrial markets, for a net purchase price of $11.2 million . The results of operations for LS Mfg. are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The purchase price allocation and all required purchase accounting adjustments were finalized in the first quarter of 2017, with no material changes from previously reported estimated amounts. Mishawaka Sheet Metal, LLC ("MSM") In June 2016, the Company acquired the business and certain assets of Elkhart, Indiana-based MSM, a fabricator of a wide variety of aluminum and steel products primarily serving the RV and industrial markets, for a net purchase price of $14.0 million . The results of operations for MSM are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. Cana Holdings, Inc. ("Cana") In May 2016, the Company acquired the business and certain assets of Cana, a custom cabinetry manufacturer, primarily serving the MH industry and the residential, hospitality and institutional markets, for a net purchase price of $16.5 million . Cana has operating facilities located in Elkhart, Indiana and Americus, Georgia. The results of operations for Cana are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The Progressive Group (“Progressive”) In March 2016, the Company acquired the business and certain assets of Progressive, a distributor and manufacturer's representative for major name brand electronics to small, mid-size and large retailers, distributors, and custom installers, primarily serving the auto and home electronics, retail, custom integration and commercial channels, for a net purchase price of $10.9 million . Progressive has six distribution facilities located in Arizona, Colorado, Indiana, Michigan and Utah. The results of operations for Progressive are included in the Company’s condensed consolidated financial statements and the Distribution operating segment from the date of acquisition. Parkland Plastics, Inc. ("Parkland") In February 2016, the Company acquired 100% of the outstanding capital stock of Middlebury, Indiana-based Parkland, a fully integrated designer and manufacturer of innovative polymer-based products including wall panels, lay-in ceiling panels, coated and rolled floors, protective moulding, and adhesives and accessories, used in a wide range of applications primarily in the RV, architectural and industrial markets, for a net purchase price of $25.2 million . The results of operations for Parkland are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The following table summarizes the fair values of the assets acquired and the liabilities assumed as of the date of the acquisition. The purchase price allocation in each acquisition is final except as noted in the discussion above: (thousands) Trade receivables Inventories Property, plant and equipment Prepaid expenses Other intangible assets Goodwill Less: Accounts payable and accrued liabilities Less: Deferred tax liability Total net assets acquired 2017 Medallion $ 2,190 $ 2,442 $ 1,250 $ 128 $ 3,250 $ 1,750 $ 906 $ — $ 10,104 2016 Parkland $ 2,880 $ 5,280 $ 2,987 $ 86 $ 10,950 $ 5,175 $ 2,180 $ — $ 25,178 Progressive 996 3,074 100 61 6,010 2,980 2,344 — 10,877 Cana 646 1,151 5,840 29 7,065 2,927 1,135 — 16,523 MSM 2,017 1,592 2,521 12 7,855 984 965 — 14,016 LS Mfg. 620 1,382 265 — 5,751 3,336 154 — 11,200 BHE 2,922 3,801 1,794 — 18,868 16,674 1,507 7,552 35,000 Sigma/KRA 2,039 1,841 1,050 7 14,768 8,162 1,746 — 26,121 Totals $ 12,120 $ 18,121 $ 14,557 $ 195 $ 71,267 $ 40,238 $ 10,031 $ 7,552 $ 138,915 Pro Forma Information The following pro forma information for the first quarter ended March 26, 2017 and March 27, 2016 assumes the Medallion acquisition (which was acquired in 2017) and the Parkland, Progressive, Cana, MSM, LS Mfg., BHE, and Sigma/KRA acquisitions (which were acquired in 2016) occurred as of the beginning of the year immediately preceding each such acquisition. The pro forma information contains the actual operating results of Medallion, Parkland, Progressive, Cana, MSM, LS Mfg., BHE, and Sigma/KRA, combined with the results prior to their respective acquisition dates, adjusted to reflect the pro forma impact of the acquisitions occurring as of the beginning of the year immediately preceding each such acquisition. The pro forma information includes financing and interest expense charges based on the actual incremental borrowings incurred in connection with each transaction as if it occurred as of the beginning of the year immediately preceding each such acquisition. In addition, the pro forma information includes amortization expense, in the aggregate, related to intangible assets acquired in connection with the transactions of $0.1 million and $1.5 million for the first quarter March 26, 2017 and March 27, 2016, respectively. First Quarter Ended (thousands except per share data) Mar. 26, 2017 Mar. 27, 2016 Revenue $ 349,651 $ 323,074 Net income 18,001 16,924 Basic net income per common share 1.18 1.13 Diluted net income per common share 1.16 1.11 The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time, nor is it intended to be a projection of future results. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 26, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | 7. STOCK-BASED COMPENSATION The Company accounts for stock-based compensation in accordance with fair value recognition provisions. The Company recorded compensation expense of $2.4 million and $1.5 million for the first quarters ended March 26, 2017 and March 27, 2016 , respectively, for its stock-based compensation plans on the condensed consolidated statements of income. The Company estimates the fair value of (i) all stock grants as of the grant date using the closing price per share of the Company’s common stock on such date, and (ii) all stock option and stock appreciation rights awards as of the grant date by applying the Black-Scholes option pricing model. For the full year 2016, the Board of Directors (the “Board”) approved various share grants under the Company’s 2009 Omnibus Incentive Plan (the “Plan”) totaling 154,981 shares in the aggregate, of which grants of 136,687 shares were approved in the first quarter of 2016. In addition, on February 23, 2016, the Board granted 22,000 restricted stock units (“RSUs”). On September 26, 2016, the Board approved the issuance of 80,592 shares that may be issued upon the exercise of stock options, and the issuance of 80,592 shares that may be issued upon the exercise of stock appreciation rights. In the first quarter of 2017, the Board approved various share grants under the Plan totaling 99,803 shares in the aggregate. In addition, on January 17, 2017, the Board approved the issuance of 226,740 stock options and the issuance of 226,748 stock appreciation rights. As of March 26, 2017 , there was approximately $26.4 million of total unrecognized compensation cost related to stock-based compensation arrangements granted under incentive plans. That cost is expected to be recognized over a weighted-average period of 29.9 months. |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 3 Months Ended |
Mar. 26, 2017 | |
Earnings Per Share [Abstract] | |
NET INCOME PER COMMON SHARE | 8. NET INCOME PER COMMON SHARE Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding, plus the dilutive effect of stock options, stock appreciation rights, and restricted stock units (collectively “Common Stock Equivalents”). The dilutive effect of Common Stock Equivalents is calculated under the treasury stock method using the average market price for the period. Certain Common Stock Equivalents were not included in the computation of diluted net income per common share because the exercise prices of those Common Stock Equivalents were greater than the average market price of the common shares. Income per common share is calculated for the first quarter as follows: First Quarter Ended (thousands except per share data) Mar. 26, 2017 Mar. 27, 2016 Net income for basic and diluted per share calculation $ 17,467 $ 12,975 Weighted average common shares outstanding - basic 15,238 14,948 Effect of potentially dilutive securities 311 244 Weighted average common shares outstanding - diluted 15,549 15,192 Basic net income per common share $ 1.15 $ 0.87 Diluted net income per common share $ 1.12 $ 0.85 On March 14, 2017, the Company completed a public offering of 1,350,000 shares of its common stock at a price of $73.00 per share for total proceeds of $98.6 million less related costs. The net proceeds from the offering of $93.6 million were used to pay down a portion of the Company's outstanding indebtedness. |
DEBT
DEBT | 3 Months Ended |
Mar. 26, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | 9. DEBT A summary of total debt outstanding at March 26, 2017 and December 31, 2016 is as follows: (thousands) Mar. 26, 2017 Dec. 31, 2016 Long-term debt: 2015 Revolver $ 129,773 $ 190,427 Term Loan 82,726 82,726 Total long-term debt 212,499 273,153 Less: current maturities of long-term debt (15,766 ) (15,766 ) Less: Net deferred financing costs related to Term Loan (561 ) (576 ) Total long-term debt, less current maturities, net $ 196,172 $ 256,811 2015 Credit Facility The Company entered into an Amended and Restated Credit Agreement, dated as of April 28, 2015 (the “2015 Credit Agreement”), with Wells Fargo Bank, National Association, as Administrative Agent and a lender (“Wells Fargo”), and Fifth Third Bank, Key Bank National Association, Bank of America, N.A., and Lake City Bank as participants, to expand its senior secured credit facility to $250.0 million and extend its maturity to 2020 (the “2015 Credit Facility”). The 2015 Credit Facility initially was comprised of a $175.0 million revolving credit loan (the “2015 Revolver”) and a $75.0 million term loan (the “Term Loan”). On August 31, 2015, the Company entered into a first amendment to the 2015 Credit Agreement to expand the 2015 Credit Facility to $300.0 million from $250.0 million by expanding the 2015 Revolver to $225.0 million . On July 26, 2016, the Company entered into a second amendment to the 2015 Credit Agreement to expand the 2015 Credit Facility to $360.0 million from $300.0 million by expanding the 2015 Revolver to $269.4 million and the Term Loan to $90.6 million , and to add 1 st Source Bank as an additional participant. On March 17, 2017, the Company entered into a third amendment to the 2015 Credit Agreement to expand the 2015 Credit Facility to $450.0 million from $360.0 million by expanding the 2015 Revolver to $367.3 million . The Term Loan commitment is $82.7 million . In addition, the maturity date for the 2015 Credit Facility was extended to March 17, 2022 from April 28, 2020. The 2015 Credit Agreement is secured by substantially all personal property assets of the Company and any domestic subsidiary guarantors. The 2015 Credit Agreement includes certain definitions, terms and reporting requirements and includes the following additional provisions: • The initial maturity date for the 2015 Credit Facility was April 28, 2020. Pursuant to the third amendment. the maturity date was extended to March 17, 2022; • The initial Term Loan had repayment installments of approximately $2.7 million per quarter with the remaining balance due at maturity. Following the expansion of the Term Loan in July 2016 pursuant to the second amendment, the quarterly repayment installments were increased to approximately $3.9 million beginning on September 30, 2016 with the remaining balance due at maturity. There was no impact to the quarterly repayment installments as a result of the third amendment. • The interest rates for borrowings under the 2015 Revolver and the Term Loan are the Base Rate plus the Applicable Margin or LIBOR plus the Applicable Margin, with a fee payable by the Company on unused but committed portions of the 2015 Revolver; • The 2015 Revolver includes a sub-limit up to $10.0 million for same day advances (“Swing Line”) which shall bear interest based upon the Base Rate plus the Applicable Margin; • Up to $10.0 million of the 2015 Revolver will be available as a sub facility for the issuance of standby letters of credit, which are subject to certain expiration dates; • The financial covenants include requirements as to a consolidated total leverage ratio and a consolidated fixed charge coverage ratio, and other covenants include limitations and restrictions concerning permitted acquisitions, investments, sales of assets, liens on assets, dividends and other payments; and • Customary prepayment provisions, representations, warranties and covenants, and events of default. At March 26, 2017 , the Company had $82.7 million outstanding under the Term Loan under the LIBOR-based option, and borrowings outstanding under the 2015 Revolver of (i) $128.0 million under the LIBOR-based option and (ii) $1.8 million under the Prime Rate-based option. The interest rate for borrowings at March 26, 2017 was the Prime Rate plus 0.75% (or 4.75% ), or LIBOR plus 1.75% (or 2.7500% ). At December 31, 2016 , the Company had $82.7 million outstanding under the Term Loan under the LIBOR-based option, and borrowings outstanding under the 2015 Revolver of (i) $187.0 million under the LIBOR-based option and (ii) $3.4 million under the Prime Rate-based option. The interest rate for borrowings at December 31, 2016 was the Prime Rate plus 0.75% (or 4.50% ), or LIBOR plus 1.75% (or 2.5625% ). The fee payable on committed but unused portions of the 2015 Revolver was 0.225% at March 26, 2017 and December 31, 2016. Pursuant to the 2015 Credit Agreement, the financial covenants include: (a) a required maximum consolidated total leverage ratio, measured on a quarter-end basis, not to exceed 3.00 : 1.00 for the 12 -month period ending on such quarter-end; and (b) a required minimum consolidated fixed charge coverage ratio, measured on a quarter-end basis, of at least 1.50 : 1.00 for the 12 -month period ending on such quarter-end. The consolidated total leverage ratio is the ratio for any period of consolidated total indebtedness (as measured as of the second day following the end of the immediately preceding fiscal quarter) to consolidated adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”). Consolidated total indebtedness for any period is the sum of: (i) total debt outstanding under the 2015 Revolver and the Term Loan; (ii) capital leases and letters of credit outstanding; and (iii) deferred payment obligations. The consolidated fixed charge coverage ratio for any period is the ratio of consolidated EBITDA less restricted payments, taxes paid and capital expenditures as defined under the 2015 Credit Agreement to consolidated fixed charges. Consolidated fixed charges for any period is the sum of interest expense and scheduled principal payments on outstanding indebtedness under the Term Loan. As of and for the March 26, 2017 reporting date, the Company was in compliance with both of these financial debt covenants as required under the terms of the 2015 Credit Agreement. The required maximum consolidated total leverage ratio and the required minimum consolidated fixed charge coverage ratio compared to the actual amounts as of March 26, 2017 and for the fiscal period then ended are as follows: Required Actual Consolidated total leverage ratio (12-month period) 3.00 1.31 Consolidated fixed charge coverage ratio (12-month period) 1.50 4.04 Interest paid for the first quarter of 2017 was $1.7 million . For the comparable 2016 period, interest paid was $1.3 million . |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 26, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 10. FAIR VALUE MEASUREMENTS The carrying amounts of cash and cash equivalents, trade receivables, and accounts payable approximated fair value as of March 26, 2017 and December 31, 2016 because of the relatively short maturities of these financial instruments. The carrying amount of debt approximated fair value as of March 26, 2017 and December 31, 2016 based upon terms and conditions available to the Company at those dates in comparison to the terms and conditions of its outstanding debt. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 26, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES The Company recorded income taxes at an estimated effective rate of 20.2% in the first quarter of 2017 . For the comparable 2016 period, the estimated effective tax rate was 31.6% . The effective tax rate for both periods presented reflected the impact of the Company's adoption of the share-based payment awards accounting standard in which additional taxable deductions related to excess tax benefits on share-based compensation of $3.7 million and $0.9 million were recorded as a reduction to income tax expense upon realization in the first quarter of 2017 and 2016, respectively. See Note 2 for further details. The Company paid income taxes of $0.3 million and $0.1 million in the first quarter of 2017 and 2016, respectively. Due to the timing of tax payments, the Company paid an additional $6.2 million in income taxes in April 2017 (the beginning of the Company's 2017 second fiscal quarter) and $5.7 million in April 2016 (the beginning of the Company's 2016 second fiscal quarter). |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 26, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 12 . SEGMENT INFORMATION The Company has determined that its reportable segments are those based on its method of internal reporting, which segregates its businesses by product category and production/distribution process. A description of the Company’s reportable segments is as follows: Manufacturing – This segment includes the following divisions: laminated products that are utilized to produce furniture, shelving, walls, countertops, and cabinet products, cabinet doors, fiberglass bath fixtures, hardwood furniture, vinyl printing, solid surface, granite, and quartz countertop fabrication, RV painting, fabricated aluminum products, fiberglass and plastic components, softwoods lumber, custom cabinetry, polymer-based flooring, electrical systems components including instrument and dash panels, and other products. Patrick’s major manufactured products also include wrapped vinyl, paper and hardwood profile mouldings, interior passage doors, slide-out trim and fascia, thermoformed shower surrounds, fiberglass and plastic helm systems and components products, wiring and wiring harnesses, aluminum fuel tanks, CNC molds and composite parts, and slotwall panels and components. The Manufacturing segment contributed approximately 82% and 81% of the Company’s net sales for the first quarter ended March 26, 2017 and March 27, 2016 , respectively. Distribution – The Company distributes pre-finished wall and ceiling panels, drywall and drywall finishing products, electronics and audio systems components, wiring, electrical and plumbing products, fiber reinforced polyester products, cement siding, interior passage doors, roofing products, laminate and ceramic flooring, shower doors, furniture, fireplaces and surrounds, interior and exterior lighting products, and other miscellaneous products. The Distribution segment contributed approximately 18% and 19% of the Company’s net sales for the first quarter ended March 26, 2017 and March 27, 2016 , respectively. The tables below present unaudited information about the sales and operating income of those segments. First Quarter Ended Mar. 26, 2017 (thousands) Manufacturing Distribution Total Net outside sales $ 284,506 $ 60,921 $ 345,427 Intersegment sales 6,984 600 7,584 Total sales 291,490 61,521 353,011 Operating income 31,069 3,710 34,779 First Quarter Ended Mar. 27, 2016 (thousands) Manufacturing Distribution Total Net outside sales $ 226,949 $ 51,688 $ 278,637 Intersegment sales 5,055 687 5,742 Total sales 232,004 52,375 284,379 Operating income 26,158 3,602 29,760 The following table presents a reconciliation of segment operating income to consolidated operating income: First Quarter Ended (thousands) Mar. 26, 2017 Mar. 27, 2016 Operating income for reportable segments $ 34,779 $ 29,760 Unallocated corporate expenses (6,679 ) (6,378 ) Amortization (4,185 ) (2,768 ) Consolidated operating income $ 23,915 $ 20,614 Unallocated corporate expenses include corporate general and administrative expenses comprised of wages, insurance, taxes, supplies, travel and entertainment, professional fees and other. |
STOCK REPURCHASE PROGRAMS
STOCK REPURCHASE PROGRAMS | 3 Months Ended |
Mar. 26, 2017 | |
Equity [Abstract] | |
STOCK REPURCHASE PROGRAM | 13. STOCK REPURCHASE PROGRAMS In February 2013, the Board approved a stock repurchase program which was subsequently expanded in February 2014 and February 2015 (the “2013 Repurchase Plan”). In January 2016, the Company fully utilized the authorization under the 2013 Repurchase Plan and announced that the Board approved a new stock repurchase program that authorizes the repurchase of up to $50 million of the Company’s common stock over a 24 -month period (the “2016 Repurchase Plan”). There were no stock repurchases in the first quarter of 2017 . Repurchases of the Company's common stock, in the aggregate, under both the 2013 and 2016 Repurchase Plans were as follows: Shares Total Cost Average Price Year Repurchased (in thousands) Per Share 2013 Repurchase Plan: 2013 610,995 $ 6,078 $ 9.95 2014 517,125 13,928 26.93 2015 618,557 22,637 36.60 2016 70,636 2,865 40.56 Total under 2013 Repurchase Plan 1,817,313 45,508 25.04 2016 Repurchase Plan 50,102 2,349 46.88 Total under 2013 and 2016 Repurchase Plans 1,867,415 $ 47,857 $ 25.63 Common Stock The Company’s common stock does not have a stated par value. As a result, repurchases of common stock have been reflected, using an average cost method, as a reduction of common stock, additional paid-in-capital, and retained earnings on the Company’s condensed consolidated statements of financial position. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 26, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 14. RELATED PARTY TRANSACTIONS In the first quarter of 2017 , the Company entered into transactions with companies affiliated with three of its independent Board members. The Company purchased approximately $1.0 million of corrugated packaging materials from Welch Packaging Group, an independently owned company established by M. Scott Welch who serves as its President and CEO. The Company also sold approximately $0.7 million of various fiberglass and plastic components and wood products to Spartan Motors USA, Inc., a subsidiary of Spartan Motors, Inc. John A. Forbes serves as the President of the Utilimaster business unit of Spartan Motors USA, Inc. In addition, the Company sold approximately $0.1 million of RV component products to DNA Enterprises, Inc. ("DNA"). Walter E. Wells' son serves as the President of DNA. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 26, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT Acquisition In May 2017, the Company acquired 100% of the membership interests of Leisure Product Enterprises, LLC (“LPE”) for a net purchase price of approximately $73.5 million . LPE is comprised of three complementary manufacturing companies primarily serving the marine and industrial markets: Marine Electrical Products, located in Lebanon, Missouri, supplies marine OEMs with fully-assembled boat dash and helm assemblies, including electrical wiring harnesses as well as custom parts and assemblies for the industrial, commercial, and off-road vehicle markets; Florida Marine Tanks, located in Henderson, North Carolina, supplies aluminum fuel and holding tanks for marine and industrial customers; and Marine Concepts/Design Concepts, with facilities located in Sarasota, Florida and Cape Coral, Florida, designs, engineers and manufactures CNC plugs, open and closed composite molds, and CNC molds for fiberglass boat manufacturers. The acquisition of LPE provides the opportunity for the Company to further expand its product offerings in the marine market and increase its market share and per unit content. The acquisition was funded under the Company's 2015 Credit Facility. The Company is in the process of allocating the purchase consideration to the fair value of the assets acquired and expects to provide a summary of each in its report on Form 10-Q for the second quarter ending June 25, 2017. The results of operations will be included in the Company's condensed consolidated financial statements from the date of acquisition and in the Manufacturing segment. In addition, the Company expects to incur one-time transaction-specific pretax charges of $0.3 million or $0.01 per diluted share after tax in the second quarter of 2017. |
RECENTLY ISSUED ACCOUNTING PR20
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Policies) | 3 Months Ended |
Mar. 26, 2017 | |
Accounting Policies [Abstract] | |
Recent issued accounting pronouncements | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard which specifies how and when to recognize revenue as well as providing informative, relevant disclosures. In August 2015, the FASB deferred the effective date of this standard by one year, which would become effective for fiscal years beginning after December 15, 2017. Based on an evaluation and review of its current accounting policies and practices related to the recognition of revenue, the Company does not anticipate that the adoption of this new accounting standard will have a material impact on the condensed consolidated statements of operations, financial position or cash flows. The Company expects to adopt this standard as of January 1, 2018, under the modified retrospective method where the cumulative effect is recognized at the date of initial application. Leases In February 2016, the FASB issued a new accounting standard that will require that an entity recognize lease assets and lease liabilities on its balance sheet for leases in excess of one year that were previously classified as operating leases under U.S. GAAP. The standard also requires companies to disclose in the footnotes to the financial statements information about the amount, timing, and uncertainty for the payments made for the lease agreements. The standard is effective for financial statements issued for annual and interim periods beginning after December 15, 2018 on a retroactive basis. Early adoption is permitted. The Company is currently evaluating the effect of adopting this new accounting standard and has not yet determined the impact that the implementation of it will have on its condensed consolidated financial statements. Stock Compensation In March 2016, the FASB issued a new accounting standard for share-based payments relating to: (i) the income tax consequences related to exercised or vested share-based payment awards; (ii) the classification of awards as assets or liabilities; and (iii) the classification in the condensed consolidated statements of cash flows. In addition, the standard provides an accounting policy election to account for forfeitures as they occur. This standard is effective for financial statements issued for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. The Company elected to early adopt the requirements of this accounting standard in the fourth quarter of 2016 and retroactively reflected the impact of the adoption in its financial statements effective January 1, 2016 as required under the standard. Specifically, the excess tax benefits of $0.9 million related to the settlement of share-based compensation that were realized in the first quarter of 2016, and previously recorded in additional paid-in capital, were reclassified as a reduction to income tax expense on the condensed consolidated statement of income for the first quarter ended March 27, 2016. In addition, as required under the new standard, cash paid by directly withholding shares for tax withholding purposes of $0.6 million was reclassified from operating activities to financing activities in the condensed consolidated statement of cash flows for the three months ended March 27, 2016. Furthermore, the Company elected to change its accounting policy to account for forfeitures for share-based awards when they occur. Cash Flow Statement Classifications In August 2016, the FASB issued a new accounting standard related to the classification of certain cash receipts and cash payments in the statement of cash flows. This standard is effective for financial statements issued for annual and interim periods beginning after December 15, 2017. The standard may be applied on a retrospective basis and early adoption is permitted. The Company anticipates adopting the new standard as of January 1, 2018 as required and has determined that the implementation of it will have no impact on its condensed consolidated statements of cash flows for the periods presented. Goodwill Impairment In January 2017, the FASB issued a new accounting standard that simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. The standard requires that the impairment loss be measured as the excess of the reporting unit's carrying amount over its fair value. It eliminates the second step that requires the impairment to be measured between the implied value of a reporting unit's goodwill and its carrying value. The standard is effective for annual and any interim impairment tests for periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the effect of adopting this new accounting standard and has not yet determined the impact that the implementation of it will have on its condensed consolidated financial statements. Definition of a Business In January 2017, the FASB issued a new accounting standard that clarifies the definition of a business. This standard will assist companies in interpreting the definition of a business which may affect certain areas of accounting including acquisitions, disposals, goodwill and consolidation. The standard is effective for financial statements issued for annual and interim periods beginning after December 15, 2017. The standard may be applied on a retrospective basis and early adoption is permitted. The Company is currently evaluating the effect of adopting this new accounting standard and has not yet determined the impact that the implementation of it will have on its condensed consolidated financial statements. |
DEFERRED FINANCING _ DEBT ISS21
DEFERRED FINANCING / DEBT ISSUANCE COSTS (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of debt issuance costs | The following tables illustrate the effect of the change on certain line items within the condensed consolidated statements of financial position for the periods presented. (thousands) Mar. 26, 2017 Dec. 31, 2016 Total long-term debt $ 212,499 $ 273,153 Less: Net deferred financing costs related to Term Loan (561 ) (576 ) Total long-term debt, net of deferred financing costs 211,938 272,577 Less: current maturities of long-term debt (15,766 ) (15,766 ) Total long-term debt, less current maturities, net $ 196,172 $ 256,811 (thousands) Mar. 26, 2017 Dec. 31, 2016 Total deferred financing costs, net $ 3,117 $ 2,304 Less: Net deferred financing costs related to Term Loan (561 ) (576 ) Net deferred financing costs related to 2015 Revolver $ 2,556 $ 1,728 |
INVENTORTIES (Tables)
INVENTORTIES (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories are stated at the lower of cost (First-In, First-Out (FIFO) Method) and net realizable value and consist of the following classes: (thousands) Mar. 26, 2017 Dec. 31, 2016 Raw materials $ 76,384 $ 70,148 Work in process 8,942 7,659 Finished goods 10,965 13,300 Less: reserve for inventory obsolescence (3,190 ) (2,724 ) Total manufactured goods, net 93,101 88,383 Materials purchased for resale (distribution products) 36,280 32,869 Less: reserve for inventory obsolescence (1,520 ) (1,233 ) Total materials purchased for resale (distribution products), net 34,760 31,636 Total inventories $ 127,861 $ 120,019 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Changes in the carrying amount of goodwill for the first quarter ended March 26, 2017 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2016 $ 100,592 $ 9,301 $ 109,893 Acquisitions 1,750 — 1,750 Adjustment to prior year purchase price allocations (1,443 ) — (1,443 ) Balance - March 26, 2017 $ 100,899 $ 9,301 $ 110,200 |
Schedule of intangible assets, net | Other intangible assets, net consist of the following as of March 26, 2017 and December 31, 2016 : (thousands) Mar. 26, 2017 Weighted Average Useful Life Dec. 31, 2016 Weighted Average Useful Life Customer relationships $ 144,475 10.2 $ 140,657 10.2 Non-compete agreements 13,385 3.9 13,413 3.6 Trademarks 42,716 Indefinite 42,741 Indefinite 200,576 196,811 Less: accumulated amortization (36,408 ) (32,272 ) Other intangible assets, net $ 164,168 $ 164,539 |
Schedule of changes in intangible assets | Changes in the carrying value of other intangible assets for the first quarter ended March 26, 2017 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2016 $ 149,853 $ 14,686 $ 164,539 Acquisitions 3,250 — 3,250 Amortization (3,501 ) (684 ) (4,185 ) Adjustment to prior year purchase price allocations 564 — 564 Balance - March 26, 2017 $ 150,166 $ 14,002 $ 164,168 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Business Combinations [Abstract] | |
Schedule of assets acquired and liabilities assumed | The purchase price allocation in each acquisition is final except as noted in the discussion above: (thousands) Trade receivables Inventories Property, plant and equipment Prepaid expenses Other intangible assets Goodwill Less: Accounts payable and accrued liabilities Less: Deferred tax liability Total net assets acquired 2017 Medallion $ 2,190 $ 2,442 $ 1,250 $ 128 $ 3,250 $ 1,750 $ 906 $ — $ 10,104 2016 Parkland $ 2,880 $ 5,280 $ 2,987 $ 86 $ 10,950 $ 5,175 $ 2,180 $ — $ 25,178 Progressive 996 3,074 100 61 6,010 2,980 2,344 — 10,877 Cana 646 1,151 5,840 29 7,065 2,927 1,135 — 16,523 MSM 2,017 1,592 2,521 12 7,855 984 965 — 14,016 LS Mfg. 620 1,382 265 — 5,751 3,336 154 — 11,200 BHE 2,922 3,801 1,794 — 18,868 16,674 1,507 7,552 35,000 Sigma/KRA 2,039 1,841 1,050 7 14,768 8,162 1,746 — 26,121 Totals $ 12,120 $ 18,121 $ 14,557 $ 195 $ 71,267 $ 40,238 $ 10,031 $ 7,552 $ 138,915 |
Schedule of pro forma information | First Quarter Ended (thousands except per share data) Mar. 26, 2017 Mar. 27, 2016 Revenue $ 349,651 $ 323,074 Net income 18,001 16,924 Basic net income per common share 1.18 1.13 Diluted net income per common share 1.16 1.11 |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | Income per common share is calculated for the first quarter as follows: First Quarter Ended (thousands except per share data) Mar. 26, 2017 Mar. 27, 2016 Net income for basic and diluted per share calculation $ 17,467 $ 12,975 Weighted average common shares outstanding - basic 15,238 14,948 Effect of potentially dilutive securities 311 244 Weighted average common shares outstanding - diluted 15,549 15,192 Basic net income per common share $ 1.15 $ 0.87 Diluted net income per common share $ 1.12 $ 0.85 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of total debt outstanding | A summary of total debt outstanding at March 26, 2017 and December 31, 2016 is as follows: (thousands) Mar. 26, 2017 Dec. 31, 2016 Long-term debt: 2015 Revolver $ 129,773 $ 190,427 Term Loan 82,726 82,726 Total long-term debt 212,499 273,153 Less: current maturities of long-term debt (15,766 ) (15,766 ) Less: Net deferred financing costs related to Term Loan (561 ) (576 ) Total long-term debt, less current maturities, net $ 196,172 $ 256,811 |
Schedule of required financial covenants | The required maximum consolidated total leverage ratio and the required minimum consolidated fixed charge coverage ratio compared to the actual amounts as of March 26, 2017 and for the fiscal period then ended are as follows: Required Actual Consolidated total leverage ratio (12-month period) 3.00 1.31 Consolidated fixed charge coverage ratio (12-month period) 1.50 4.04 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | The tables below present unaudited information about the sales and operating income of those segments. First Quarter Ended Mar. 26, 2017 (thousands) Manufacturing Distribution Total Net outside sales $ 284,506 $ 60,921 $ 345,427 Intersegment sales 6,984 600 7,584 Total sales 291,490 61,521 353,011 Operating income 31,069 3,710 34,779 First Quarter Ended Mar. 27, 2016 (thousands) Manufacturing Distribution Total Net outside sales $ 226,949 $ 51,688 $ 278,637 Intersegment sales 5,055 687 5,742 Total sales 232,004 52,375 284,379 Operating income 26,158 3,602 29,760 |
Summary of the reconciliation of segment operations | The following table presents a reconciliation of segment operating income to consolidated operating income: First Quarter Ended (thousands) Mar. 26, 2017 Mar. 27, 2016 Operating income for reportable segments $ 34,779 $ 29,760 Unallocated corporate expenses (6,679 ) (6,378 ) Amortization (4,185 ) (2,768 ) Consolidated operating income $ 23,915 $ 20,614 |
STOCK REPURCHASE PROGRAMS (Tabl
STOCK REPURCHASE PROGRAMS (Tables) | 3 Months Ended |
Mar. 26, 2017 | |
Equity [Abstract] | |
Schedule of repurchases of Company's common stock | Repurchases of the Company's common stock, in the aggregate, under both the 2013 and 2016 Repurchase Plans were as follows: Shares Total Cost Average Price Year Repurchased (in thousands) Per Share 2013 Repurchase Plan: 2013 610,995 $ 6,078 $ 9.95 2014 517,125 13,928 26.93 2015 618,557 22,637 36.60 2016 70,636 2,865 40.56 Total under 2013 Repurchase Plan 1,817,313 45,508 25.04 2016 Repurchase Plan 50,102 2,349 46.88 Total under 2013 and 2016 Repurchase Plans 1,867,415 $ 47,857 $ 25.63 |
RECENTLY ISSUED ACCOUNTING PR29
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 26, 2017 | Mar. 27, 2016 | Dec. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Additional paid-in-capital | $ 8,243 | $ 8,243 | |
Income taxes | 4,434 | $ 5,990 | |
Net cash provided by operating activities | (10,907) | 15,451 | |
Net cash provided by financing activities | $ 28,967 | 34,245 | |
New Accounting Pronouncement, Early Adoption, Effect | Accounting Standard update 2016-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Additional paid-in-capital | (900) | ||
Income taxes | (900) | ||
Net cash provided by operating activities | (600) | ||
Net cash provided by financing activities | $ 600 |
DEFERRED FINANCING _ DEBT ISS30
DEFERRED FINANCING / DEBT ISSUANCE COSTS (Details) - USD ($) | Mar. 26, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 3,100,000 | $ 2,300,000 |
Total long-term debt | 212,499,000 | 273,153,000 |
Less: Net deferred financing costs related to Term Loan | (561,000) | (576,000) |
Total long-term debt, net of deferred financing costs | 211,938,000 | 272,577,000 |
Less: current maturities of long-term debt | (15,766,000) | (15,766,000) |
Total long-term debt, less current maturities, net | 196,172,000 | 256,811,000 |
Total deferred financing costs, net | 3,117,000 | 2,304,000 |
Less: Net deferred financing costs related to Term Loan | (561,000) | (576,000) |
Net deferred financing costs related to 2015 Revolver | (2,556,000) | (1,728,000) |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 450,000,000 | 360,000,000 |
Total long-term debt | $ 129,773,000 | $ 190,427,000 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total commitment related to Term Loan, percent | 18.00% | 25.00% |
Total long-term debt | $ 82,726,000 | $ 82,726,000 |
Total long-term debt, net of deferred financing costs | $ 82,700,000 | $ 90,600,000 |
INVENTORTIES (Details)
INVENTORTIES (Details) - USD ($) $ in Thousands | Mar. 26, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Raw materials | $ 76,384 | $ 70,148 |
Work in process | 8,942 | 7,659 |
Finished goods | 10,965 | 13,300 |
Total manufactured goods, net | 93,101 | 88,383 |
Materials purchased for resale (distribution products) | 36,280 | 32,869 |
Total materials purchased for resale (distribution products), net | 34,760 | 31,636 |
Total inventories | 127,861 | 120,019 |
Manufactured Goods [Member] | ||
Inventory [Line Items] | ||
Less: reserve for inventory obsolescence | (3,190) | (2,724) |
Distributed Goods [Member] | ||
Inventory [Line Items] | ||
Less: reserve for inventory obsolescence | $ (1,520) | $ (1,233) |
GOODWILL AND INTANGIBLE ASSET32
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | Dec. 31, 2016 | |
Intangible Assets [Line Items] | |||
Goodwill and intangible asset impairment charges | $ 0 | $ 0 | |
Intangible assets | 164,168,000 | $ 164,539,000 | |
Amortization of intangible assets | 4,185,000 | $ 2,768,000 | |
Trademarks [Member] | |||
Intangible Assets [Line Items] | |||
Indefinite lived intangible assets | 42,716,000 | $ 42,741,000 | |
Amortization of intangible assets | $ 0 | ||
Noncompete Agreements [Member] | |||
Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 3 years 10 months 24 days | 3 years 7 months 6 days | |
Customer Relationships and Noncompete Agreements [Member] | |||
Intangible Assets [Line Items] | |||
Intangible assets | $ 121,500,000 | ||
Customer Relationships [Member] | |||
Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 10 years 73 days | 10 years 2 months 12 days | |
Medallion Plastics [Member] | Noncompete Agreements [Member] | |||
Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 3 years | ||
Medallion Plastics [Member] | Customer Relationships [Member] | |||
Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 10 years | ||
Minimum [Member] | Customer Relationships and Noncompete Agreements [Member] | |||
Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 2 years | ||
Maximum [Member] | Customer Relationships and Noncompete Agreements [Member] | |||
Intangible Assets [Line Items] | |||
Intangible assets, weighted average useful life | 19 years |
GOODWILL AND INTANGIBLE ASSET33
GOODWILL AND INTANGIBLE ASSETS - Carrying Amount of Goodwill by Segment (Details) $ in Thousands | 3 Months Ended |
Mar. 26, 2017USD ($) | |
Goodwill [Roll Forward] | |
Balance - December 31, 2016 | $ 109,893 |
Acquisitions | 1,750 |
Adjustment to prior year purchase price allocations | (1,443) |
Balance - March 26, 2017 | 110,200 |
Manufacturing [Member] | |
Goodwill [Roll Forward] | |
Balance - December 31, 2016 | 100,592 |
Acquisitions | 1,750 |
Adjustment to prior year purchase price allocations | (1,443) |
Balance - March 26, 2017 | 100,899 |
Distribution [Member] | |
Goodwill [Roll Forward] | |
Balance - December 31, 2016 | 9,301 |
Acquisitions | 0 |
Adjustment to prior year purchase price allocations | 0 |
Balance - March 26, 2017 | $ 9,301 |
GOODWILL AND INTANGIBLE ASSET34
GOODWILL AND INTANGIBLE ASSETS - Other Intangible Assets, Net, by Major Class (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 26, 2017 | Dec. 31, 2016 | |
Intangible Assets [Line Items] | ||
Total other intangible assets, net, excluding accumulated amortization | $ 200,576 | $ 196,811 |
Less: accumulated amortization | (36,408) | (32,272) |
Other intangible assets, net | 164,168 | 164,539 |
Customer Relationships [Member] | ||
Intangible Assets [Line Items] | ||
Other finite-lived intangible assets, gross | $ 144,475 | $ 140,657 |
Intangible assets, weighted average useful life | 10 years 73 days | 10 years 2 months 12 days |
Noncompete Agreements [Member] | ||
Intangible Assets [Line Items] | ||
Other finite-lived intangible assets, gross | $ 13,385 | $ 13,413 |
Intangible assets, weighted average useful life | 3 years 10 months 24 days | 3 years 7 months 6 days |
Trademarks [Member] | ||
Intangible Assets [Line Items] | ||
Other indefinite-lived intangible assets, gross | $ 42,716 | $ 42,741 |
GOODWILL AND INTANGIBLE ASSET35
GOODWILL AND INTANGIBLE ASSETS - Other Intangible Assets by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Intangible Assets [Roll Forward] | ||
Balance - December 31, 2016 | $ 164,539 | |
Acquisitions | 3,250 | |
Amortization | (4,185) | $ (2,768) |
Adjustment to prior year purchase price allocations | 564 | |
Balance - March 26, 2017 | 164,168 | |
Manufacturing [Member] | ||
Intangible Assets [Roll Forward] | ||
Balance - December 31, 2016 | 149,853 | |
Acquisitions | 3,250 | |
Amortization | (3,501) | |
Adjustment to prior year purchase price allocations | 564 | |
Balance - March 26, 2017 | 150,166 | |
Distribution [Member] | ||
Intangible Assets [Roll Forward] | ||
Balance - December 31, 2016 | 14,686 | |
Acquisitions | 0 | |
Amortization | (684) | |
Adjustment to prior year purchase price allocations | 0 | |
Balance - March 26, 2017 | $ 14,002 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Mar. 26, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 31, 2016USD ($) | Jun. 30, 2016USD ($) | May 31, 2016USD ($) | Mar. 31, 2016USD ($)facility | Feb. 29, 2016USD ($) | Mar. 26, 2017USD ($)business | Mar. 27, 2016USD ($) | Dec. 31, 2016business | |
Business Acquisition [Line Items] | ||||||||||
Number of businesses acquired | business | 1 | 8 | ||||||||
Operating Income | $ 23,915,000 | $ 20,614,000 | ||||||||
Acquisition-related costs | 0 | 0 | ||||||||
Pro forma amortization expense | 100,000 | 1,500,000 | ||||||||
Acquired Entities [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Revenues | $ 300,000 | 3,800,000 | ||||||||
Operating Income | $ 400,000 | |||||||||
Medallion Plastics [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net purchase price | $ 10,100,000 | |||||||||
Sigma Wire International, LLC/KRA International, LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net purchase price | $ 26,100,000 | |||||||||
BH Electronics, Inc [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net purchase price | $ 35,000,000 | |||||||||
Percent of common stock acquired | 100.00% | |||||||||
L.S. Manufacturing, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net purchase price | $ 11,200,000 | |||||||||
Mishawaka Sheet Metal, LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net purchase price | $ 14,000,000 | |||||||||
Cana Holdings, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net purchase price | $ 16,500,000 | |||||||||
Parkland Plastics Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net purchase price | $ 25,200,000 | |||||||||
Percent of common stock acquired | 100.00% | |||||||||
The Progressive Group [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net purchase price | $ 10,900,000 | |||||||||
Number of Facilities | facility | 6 |
ACQUISITIONS - Fair Value of As
ACQUISITIONS - Fair Value of Assets Acquired, Summary (Details) - USD ($) $ in Thousands | Mar. 26, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Goodwill | $ 110,200 | $ 109,893 |
Medallion Plastics [Member] | ||
Business Acquisition [Line Items] | ||
Trade receivables | 2,190 | |
Inventories | 2,442 | |
Property, plant and equipment | 1,250 | |
Prepaid expenses | 128 | |
Other intangible assets | 3,250 | |
Goodwill | 1,750 | |
Less: Accounts payable and accrued liabilities | 906 | |
Less: Deferred tax liability | 0 | |
Total net assets acquired | $ 10,104 | |
Parkland Plastics Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Trade receivables | 2,880 | |
Inventories | 5,280 | |
Property, plant and equipment | 2,987 | |
Prepaid expenses | 86 | |
Other intangible assets | 10,950 | |
Goodwill | 5,175 | |
Less: Accounts payable and accrued liabilities | 2,180 | |
Less: Deferred tax liability | 0 | |
Total net assets acquired | 25,178 | |
The Progressive Group [Member] | ||
Business Acquisition [Line Items] | ||
Trade receivables | 996 | |
Inventories | 3,074 | |
Property, plant and equipment | 100 | |
Prepaid expenses | 61 | |
Other intangible assets | 6,010 | |
Goodwill | 2,980 | |
Less: Accounts payable and accrued liabilities | 2,344 | |
Less: Deferred tax liability | 0 | |
Total net assets acquired | 10,877 | |
Cana Holdings, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Trade receivables | 646 | |
Inventories | 1,151 | |
Property, plant and equipment | 5,840 | |
Prepaid expenses | 29 | |
Other intangible assets | 7,065 | |
Goodwill | 2,927 | |
Less: Accounts payable and accrued liabilities | 1,135 | |
Less: Deferred tax liability | 0 | |
Total net assets acquired | 16,523 | |
Mishawaka Sheet Metal, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Trade receivables | 2,017 | |
Inventories | 1,592 | |
Property, plant and equipment | 2,521 | |
Prepaid expenses | 12 | |
Other intangible assets | 7,855 | |
Goodwill | 984 | |
Less: Accounts payable and accrued liabilities | 965 | |
Less: Deferred tax liability | 0 | |
Total net assets acquired | 14,016 | |
L.S. Manufacturing, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Trade receivables | 620 | |
Inventories | 1,382 | |
Property, plant and equipment | 265 | |
Prepaid expenses | 0 | |
Other intangible assets | 5,751 | |
Goodwill | 3,336 | |
Less: Accounts payable and accrued liabilities | 154 | |
Less: Deferred tax liability | 0 | |
Total net assets acquired | 11,200 | |
BH Electronics, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Trade receivables | 2,922 | |
Inventories | 3,801 | |
Property, plant and equipment | 1,794 | |
Prepaid expenses | 0 | |
Other intangible assets | 18,868 | |
Goodwill | 16,674 | |
Less: Accounts payable and accrued liabilities | 1,507 | |
Less: Deferred tax liability | 7,552 | |
Total net assets acquired | 35,000 | |
Sigma Wire International, LLC/KRA International, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Trade receivables | 2,039 | |
Inventories | 1,841 | |
Property, plant and equipment | 1,050 | |
Prepaid expenses | 7 | |
Other intangible assets | 14,768 | |
Goodwill | 8,162 | |
Less: Accounts payable and accrued liabilities | 1,746 | |
Less: Deferred tax liability | 0 | |
Total net assets acquired | 26,121 | |
Acquired Entities [Member] | ||
Business Acquisition [Line Items] | ||
Trade receivables | 12,120 | |
Inventories | 18,121 | |
Property, plant and equipment | 14,557 | |
Prepaid expenses | 195 | |
Other intangible assets | 71,267 | |
Goodwill | 40,238 | |
Less: Accounts payable and accrued liabilities | 10,031 | |
Less: Deferred tax liability | 7,552 | |
Total net assets acquired | $ 138,915 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information Related to Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Business Combinations [Abstract] | ||
Revenue | $ 349,651 | $ 323,074 |
Net income | $ 18,001 | $ 16,924 |
Basic net income per common share (in dollars per share) | $ 1.18 | $ 1.13 |
Diluted net income per common share (in dollars per share) | $ 1.16 | $ 1.11 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Millions | Feb. 23, 2016 | Mar. 26, 2017 | Mar. 27, 2016 | Jan. 17, 2017 | Dec. 31, 2016 | Sep. 26, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 2.4 | $ 1.5 | ||||
Shares approved (in shares) | 99,803 | 136,687 | 154,981 | |||
Weighted average recognition period | 29 months 27 days | |||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ 26.4 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted shares (in shares) | 22,000 | |||||
The 2009 Plan [Member] | Stock Appreciation Rights (SARs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares approved (in shares) | 226,748 | 80,592 | ||||
The 2009 Plan [Member] | Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares approved (in shares) | 226,740 | 80,592 |
NET INCOME PER COMMON SHARE - I
NET INCOME PER COMMON SHARE - Income Per Share Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Earnings Per Share [Abstract] | ||
Net income for basic and diluted per share calculation | $ 17,467 | $ 12,975 |
Weighted average shares outstanding - basic (in shares) | 15,238 | 14,948 |
Effect of potentially dilutive securities (in shares) | 311 | 244 |
Weighted average common shares outstanding - diluted (in shares) | 15,549 | 15,192 |
Basic net income per common share (in dollars per share) | $ 1.15 | $ 0.87 |
Diluted net income per common share (in dollars per share) | $ 1.12 | $ 0.85 |
NET INCOME PER COMMON SHARE - N
NET INCOME PER COMMON SHARE - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 14, 2017 | Mar. 26, 2017 | Mar. 27, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Proceeds from equity offering of common stock, net of expenses | $ 98,600 | $ 93,622 | $ 0 |
Proceeds used to pay down debt | $ 93,600 | ||
Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock issued in public offering (in shares) | 1,350,000 | ||
Price per share in public offering (in dollars per share) | $ 73 |
DEBT (Details)
DEBT (Details) | Sep. 30, 2016USD ($) | Mar. 26, 2017USD ($) | Mar. 27, 2016USD ($) | Dec. 31, 2016USD ($) | Mar. 17, 2017USD ($) | Jul. 26, 2016USD ($) | Aug. 31, 2015USD ($) | Apr. 28, 2015USD ($) |
Line of Credit Facility [Line Items] | ||||||||
Total long-term debt | $ 212,499,000 | $ 273,153,000 | ||||||
Less: current maturities of long-term debt | (15,766,000) | (15,766,000) | ||||||
Less: Net deferred financing costs related to Term Loan | (561,000) | (576,000) | ||||||
Total long-term debt, less current maturities, net | $ 196,172,000 | $ 256,811,000 | ||||||
Debt instrument, covenant, maximum leverage ratio | 3 | |||||||
Debt instrument, covenant, minimum interest coverage ratio | 1.50 | |||||||
Consolidated total leverage ratio | 3 | |||||||
Consolidated fixed charge coverage ratio | 1.50 | |||||||
Interest paid | $ 1,700,000 | $ 1,300,000 | ||||||
Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Unused capacity, commitment fee percentage | 0.225% | 0.225% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.75% | 1.75% | ||||||
Debt instrument, effective interest rate | 2.75% | 2.5625% | ||||||
Prime Rate [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.75% | 0.75% | ||||||
Debt instrument, effective interest rate | 4.75% | 4.50% | ||||||
Scenario, Actual [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Consolidated total leverage ratio | 1.31 | |||||||
Consolidated fixed charge coverage ratio | 4.04 | |||||||
Line of Credit [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Total long-term debt | $ 129,773,000 | $ 190,427,000 | ||||||
Maximum borrowing capacity | 450,000,000 | 360,000,000 | ||||||
Term Loan [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Total long-term debt | 82,726,000 | 82,726,000 | ||||||
The 2015 Credit Facility [Member] | The Lenders [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 450,000,000 | $ 360,000,000 | $ 300,000,000 | $ 250,000,000 | ||||
The 2015 Credit Facility [Member] | The Lenders [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 367,300,000 | 269,400,000 | $ 225,000,000 | 175,000,000 | ||||
The 2015 Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | The Lenders [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term line of credit | 128,000,000 | 187,000,000 | ||||||
The 2015 Credit Facility [Member] | Prime Rate [Member] | The Lenders [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term line of credit | 1,800,000 | $ 3,400,000 | ||||||
The 2015 Credit Facility [Member] | Term Loan [Member] | The Lenders [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 82,700,000 | $ 90,600,000 | $ 75,000,000 | |||||
Debt instrument, periodic payment | $ 3,900,000 | 2,700,000 | ||||||
The 2015 Credit Facility [Member] | Same Day Advance Swing Line [Member] | The Lenders [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 10,000,000 | |||||||
The 2015 Credit Facility [Member] | Sub Facility, Standby Letters of Credit [Member] | The Lenders [Member] | Revolving Credit Facility [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 10,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2017 | Apr. 30, 2016 | Mar. 26, 2017 | Mar. 27, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective income tax rate | 20.20% | 31.60% | ||
Excess tax benefits on stock-based compensation | $ 3.7 | $ 0.9 | ||
Income taxes paid | $ 5.7 | $ 0.3 | $ 0.1 | |
Subsequent Event | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income taxes paid | $ 6.2 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) - Sales Revenue, Goods, Net [Member] - Product Concentration Risk [Member] | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 82.00% | 81.00% |
Distribution [Member] | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 18.00% | 19.00% |
SEGMENT INFORMATION - Sales and
SEGMENT INFORMATION - Sales and Operating Income of Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Segment Reporting Information [Line Items] | ||
NET SALES | $ 345,427 | $ 278,637 |
Operating income | 23,915 | 20,614 |
Intersegment sales [Member] | ||
Segment Reporting Information [Line Items] | ||
NET SALES | 7,584 | 5,742 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
NET SALES | 353,011 | 284,379 |
Operating income | 34,779 | 29,760 |
Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
NET SALES | 284,506 | 226,949 |
Manufacturing [Member] | Intersegment sales [Member] | ||
Segment Reporting Information [Line Items] | ||
NET SALES | 6,984 | 5,055 |
Manufacturing [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
NET SALES | 291,490 | 232,004 |
Operating income | 31,069 | 26,158 |
Distribution [Member] | ||
Segment Reporting Information [Line Items] | ||
NET SALES | 60,921 | 51,688 |
Distribution [Member] | Intersegment sales [Member] | ||
Segment Reporting Information [Line Items] | ||
NET SALES | 600 | 687 |
Distribution [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
NET SALES | 61,521 | 52,375 |
Operating income | $ 3,710 | $ 3,602 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Segment Operating Income to Consolidated Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2017 | Mar. 27, 2016 | |
Segment Reporting Information [Line Items] | ||
Operating Income | $ 23,915 | $ 20,614 |
Unallocated corporate expenses | (33,634) | (24,738) |
Amortization | (4,185) | (2,768) |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating Income | 34,779 | 29,760 |
Segment Reconciling Items [Member] | ||
Segment Reporting Information [Line Items] | ||
Unallocated corporate expenses | (6,679) | (6,378) |
Amortization | $ (4,185) | $ (2,768) |
STOCK REPURCHASE PROGRAMS - Nar
STOCK REPURCHASE PROGRAMS - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 48 Months Ended |
Jan. 31, 2016 | Mar. 26, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | |
Share Repurchase Program [Line Items] | ||||
Shares repurchased (in shares) | 1,867,415 | |||
The 2016 Stock Repurchase Plan [Member] | ||||
Share Repurchase Program [Line Items] | ||||
Stock repurchase program, period in force | 24 months | |||
Shares repurchased (in shares) | 0 | 50,102 | ||
The 2016 Stock Repurchase Plan [Member] | Maximum [Member] | ||||
Share Repurchase Program [Line Items] | ||||
Stock repurchase program, authorized amount | $ 50,000,000 |
STOCK REPURCHASE PROGRAMS - Rep
STOCK REPURCHASE PROGRAMS - Repurchases of Shares Under the 2013 Repurchase Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 48 Months Ended | |||
Mar. 26, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2016 | |
Share Repurchase Program [Line Items] | ||||||
Shares repurchased (in shares) | 1,867,415 | |||||
Shares repurchased | $ 47,857 | |||||
Shares repurchased, average price (in dollars per share) | $ 25.63 | |||||
The 2013 Share Repurchase Plan [Member] | ||||||
Share Repurchase Program [Line Items] | ||||||
Shares repurchased (in shares) | 70,636 | 618,557 | 517,125 | 610,995 | 1,817,313 | |
Shares repurchased | $ 2,865 | $ 22,637 | $ 13,928 | $ 6,078 | $ 45,508 | |
Shares repurchased, average price (in dollars per share) | $ 40.56 | $ 36.60 | $ 26.93 | $ 9.95 | $ 25.04 | |
The 2016 Stock Repurchase Plan [Member] | ||||||
Share Repurchase Program [Line Items] | ||||||
Shares repurchased (in shares) | 0 | 50,102 | ||||
Shares repurchased | $ 2,349 | |||||
Shares repurchased, average price (in dollars per share) | $ 46.88 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Millions | 3 Months Ended |
Mar. 26, 2017USD ($)employee | |
Board Member [Member] | |
Related Party Transaction [Line Items] | |
Number of independent board members with transactions with the Company | employee | 3 |
Welch Packaging Group [Member] | |
Related Party Transaction [Line Items] | |
Purchases from related parties | $ 1 |
Utilimaster Corporation [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related parties | 0.7 |
RV Components [Member] | President [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related parties | $ 0.1 |
SUBSEQUENT EVENT - Narrative (D
SUBSEQUENT EVENT - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 31, 2016USD ($)business | Jun. 25, 2017USD ($)$ / shares | Mar. 26, 2017USD ($)business$ / shares | Mar. 27, 2016USD ($)$ / shares | Dec. 31, 2016business | |
Subsequent Event [Line Items] | |||||
Number of businesses acquired | business | 1 | 8 | |||
Expected future acquisition cost | $ 0 | $ 0 | |||
Cost per diluted share (in dollars per share) | $ / shares | $ 1.16 | $ 1.11 | |||
Leisure Product Enterprises, LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Percent of common stock acquired | 100.00% | ||||
Number of businesses acquired | business | 3 | ||||
Net purchase price | $ 73,500,000 | ||||
Scenario, Forecast [Member] | Leisure Product Enterprises, LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Expected future acquisition cost | $ 300,000 | ||||
Cost per diluted share (in dollars per share) | $ / shares | $ 0.01 |