Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 16, 2018 | Jun. 23, 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 Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Common Stock, Shares Outstanding (in shares) | 25,471,135 | ||
Entity Public Float | $ 1,174 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANICAL POSITION - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 2,767 | $ 6,449 |
Trade receivables, net | 77,784 | 38,455 |
Inventories | 175,270 | 120,019 |
Prepaid expenses and other | 18,132 | 7,846 |
Total current assets | 273,953 | 172,769 |
Property, plant and equipment, net | 118,486 | 85,483 |
Goodwill | 208,044 | 109,893 |
Intangible assets, net | 263,467 | 164,539 |
Deferred financing costs, net | 2,184 | 1,728 |
Other non-current assets | 510 | 538 |
TOTAL ASSETS | 866,644 | 534,950 |
Current Liabilities | ||
Current maturities of long-term debt | 15,766 | 15,766 |
Accounts payable | 84,109 | 46,752 |
Accrued liabilities | 36,550 | 23,575 |
Total current liabilities | 136,425 | 86,093 |
Long-term debt, less current maturities, net | 338,111 | 256,811 |
Deferred tax liabilities, net | 13,640 | 4,988 |
Other long-term liabilities | 7,783 | 1,610 |
TOTAL LIABILITIES | 495,959 | 349,502 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY | ||
Preferred stock, no par value; authorized 1,000,000 shares; none issued | 0 | 0 |
Common stock, no par value; authorized 40,000,000 shares; issued 2017 - 25,329,857 shares; issued 2016 - 22,979,990 shares | 163,196 | 63,716 |
Additional paid-in-capital | 8,243 | 8,243 |
Accumulated other comprehensive income | 66 | 27 |
Retained earnings | 199,180 | 113,462 |
TOTAL SHAREHOLDERS’ EQUITY | 370,685 | 185,448 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 866,644 | $ 534,950 |
CONSOLIDATED STATEMENTS OF FIN3
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parentheticals) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, issued (in shares) | 25,329,857 | 22,979,990 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | ||
Income Statement [Abstract] | ||||
NET SALES | $ 1,635,653 | $ 1,221,887 | $ 920,333 | |
Cost of goods sold | 1,356,738 | 1,019,418 | 768,054 | |
GROSS PROFIT | 278,915 | 202,469 | 152,279 | |
Operating Expenses: | ||||
Warehouse and delivery | 46,905 | 36,081 | 27,106 | |
Selling, general and administrative | 90,736 | 62,183 | 46,468 | |
Amortization of intangible assets | 19,374 | 13,368 | 8,787 | |
Total operating expenses | 157,015 | 111,632 | 82,361 | |
OPERATING INCOME | 121,900 | 90,837 | 69,918 | |
Interest expense, net | 8,790 | 7,185 | 4,319 | |
Income before income taxes | 113,110 | 83,652 | 65,599 | |
Income taxes | 27,392 | 28,075 | 23,380 | |
NET INCOME | $ 85,718 | $ 55,577 | $ 42,219 | |
BASIC NET INCOME PER COMMON SHARE (in dollars per share) | $ / shares | [1] | $ 3.54 | $ 2.47 | $ 1.84 |
DILUTED NET INCOME PER COMMON SHARE (in dollars per share) | $ / shares | [1] | $ 3.48 | $ 2.43 | $ 1.81 |
Weighted average shares outstanding - Basic (in shares) | shares | [1] | 24,230 | 22,520 | 22,984 |
Weighted average shares outstanding - Diluted (in shares) | shares | [1] | 24,643 | 22,896 | 23,254 |
[1] | Net income per common share and weighted average shares outstanding, on both a basic and diluted basis, for the years presented, reflect the impact of the three-for-two common stock split paid on December 8, 2017. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 85,718 | $ 55,577 | $ 42,219 |
Change in accumulated pension obligation, net of tax | 39 | (5) | 1 |
COMPREHENSIVE INCOME | $ 85,757 | $ 55,572 | $ 42,220 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2014 | $ 102,768 | $ 0 | $ 54,769 | $ 7,459 | $ 31 | $ 40,509 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 42,219 | 42,219 | ||||
Change in accumulated pension obligation, net of tax | 1 | 1 | ||||
Stock repurchases under buyback program | (22,637) | (2,185) | (298) | (20,154) | ||
Realization of excess tax benefit on stock-based compensation | 1,147 | 1,147 | ||||
Issuance of shares upon exercise of common stock options | 1,861 | 1,861 | ||||
Shares used to pay taxes on stock grants | (1,428) | (1,428) | ||||
Stock-based compensation expense | 4,666 | 4,666 | ||||
Balance at Dec. 31, 2015 | 128,597 | 0 | 57,683 | 8,308 | 32 | 62,574 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 55,577 | 55,577 | ||||
Change in accumulated pension obligation, net of tax | (5) | (5) | ||||
Stock repurchases under buyback program | (5,214) | (460) | (65) | (4,689) | ||
Issuance of shares upon exercise of common stock options | 1,865 | 1,865 | ||||
Shares used to pay taxes on stock grants | (1,842) | (1,842) | ||||
Stock-based compensation expense | 6,470 | 6,470 | ||||
Balance at Dec. 31, 2016 | 185,448 | 0 | 63,716 | 8,243 | 27 | 113,462 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 85,718 | 85,718 | ||||
Change in accumulated pension obligation, net of tax | 39 | 39 | ||||
Issuance of 2,025,000 shares in public offering, net of expenses | 93,306 | 93,306 | ||||
Issuance of shares upon exercise of common stock options | 926 | 926 | ||||
Shares used to pay taxes on stock grants | (5,163) | (5,163) | ||||
Stock-based compensation expense | 10,411 | 10,411 | ||||
Balance at Dec. 31, 2017 | $ 370,685 | $ 0 | $ 163,196 | $ 8,243 | $ 66 | $ 199,180 |
CONSOLIDATED STATEMENTS OF SHA7
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parentheticals) - shares | Mar. 14, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Shares issued upon exercise of common stock options (in shares) | 79,725 | 175,650 | 172,500 | |
Shares issued in public equity offering (in shares) | 2,025,000 | |||
Common Stock [Member] | ||||
Shares issued in public equity offering (in shares) | 2,025,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 85,718 | $ 55,577 | $ 42,219 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 33,541 | 24,362 | 16,775 |
Stock-based compensation expense | 10,411 | 6,470 | 4,666 |
Provision for bad debts | 1,192 | 415 | 471 |
Deferred income taxes | (6,477) | (560) | (1,799) |
Other non-cash items | 422 | 853 | 664 |
Change in operating assets and liabilities, net of acquisitions of businesses: | |||
Trade receivables | (12,344) | 11,324 | 9,017 |
Inventories | (35,270) | (12,461) | 3,042 |
Prepaid expenses and other assets | (7,600) | (1,629) | 465 |
Accounts payable, accrued liabilities and other | 30,308 | 12,796 | (8,664) |
Net cash provided by operating activities | 99,901 | 97,147 | 66,856 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (22,497) | (15,406) | (7,958) |
Proceeds from sale of property, equipment, facility and other | 1,234 | 279 | 103 |
Business acquisitions | (251,851) | (138,915) | (140,176) |
Other investing activities | (23) | 44 | 644 |
Net cash used in investing activities | (273,137) | (153,998) | (147,387) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Term debt borrowings | 0 | 29,002 | 75,000 |
Term debt repayments | (15,766) | (13,240) | (8,036) |
Borrowings on revolver | 673,830 | 422,253 | 322,601 |
Repayments on revolver | (576,860) | (369,346) | (286,135) |
Stock repurchases under buyback program | 0 | (5,214) | (22,637) |
Proceeds from public offering of common stock, net of expenses | 93,306 | 0 | 0 |
Realization of excess tax benefit on stock-based compensation | 0 | 0 | 1,147 |
Payments related to vesting of stock-based awards, net of shares tendered for taxes | (4,821) | (1,666) | (1,226) |
Payment of deferred financing costs | (997) | (417) | (1,979) |
Proceeds from exercise of stock options | 926 | 1,865 | 1,861 |
Other financing activities | (64) | (24) | (101) |
Net cash provided by financing activities | 169,554 | 63,213 | 80,495 |
Increase (decrease) in cash and cash equivalents | (3,682) | 6,362 | (36) |
Cash and cash equivalents at beginning of year | 6,449 | 87 | 123 |
Cash and cash equivalents at end of year | $ 2,767 | $ 6,449 | $ 87 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Nature of Business Patrick Industries, Inc. (“Patrick” or the “Company”) operations consist of the manufacture and distribution of building products and materials for use primarily by the recreational vehicle (“RV”), marine, manufactured housing (“MH”), and industrial markets for customers throughout the United States and Canada. At December 31, 2017 , the Company maintained 82 manufacturing plants and 22 distribution facilities located in 20 states and one operation in China. Patrick operates in two business segments: Manufacturing and Distribution. Principles of Consolidation and Basis of Presentation The accompanying 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 consolidated financial statements include the accounts of Patrick and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Unallocated expenses, when combined with the operating segments and after the elimination of intersegment revenues, total to the amounts included in the consolidated financial statements. The number of shares and per share amounts for the years ended December 31, 2016 and 2015 have been retroactively adjusted to reflect the three-for-two stock split of the Company's common stock, which was effected in the form of a common stock dividend paid on December 8, 2017. Certain amounts in the prior years’ consolidated financial statements and notes have been reclassified to conform to the current year presentation. See Note 18 for additional details. In preparation of Patrick’s consolidated financial statements as of December 31, 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-K that required recognition or disclosure in the consolidated financial statements. See Notes 4, 8, 12, 16 and 20 for events that occurred subsequent to the balance sheet date. Use of Estimates The preparation of the 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. Significant estimates include the valuation of goodwill, the valuation of long-lived assets, the allowance for doubtful accounts, excess and obsolete inventories, and deferred tax asset valuation allowances. Actual results could differ from the amounts reported. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES Revenue Recognition The Company ships product based on specific orders from customers and revenue is recognized at the time of passage of title and risk of loss to the customer, which is generally upon delivery. The Company’s selling price is fixed and determined at the time of shipment and collectability is reasonably assured and not contingent upon the customer’s use or resale of the product. The Company records freight billed to customers in net sales. The corresponding costs incurred for shipping and handling related to these customer billed freight costs are recorded in warehouse and delivery expenses and aggregated $2.7 million , $1.4 million and $1.1 million for 2017 , 2016 and 2015 , respectively. Estimated costs related to customer volume rebates and sales incentives are accrued as a reduction of revenue at the time products are sold . Costs and Expenses Cost of goods sold includes material costs, direct and indirect labor, overhead expenses, inbound freight charges, inspection costs, internal transfer costs, receiving costs, and other costs. Warehouse and delivery expenses include salaries and wages, building rent and insurance, and other overhead costs related to distribution operations and delivery costs related to the shipment of finished and distributed products to customers. Purchasing costs are included in selling, general and administrative (“SG&A”) expenses. Stock Based Compensation Compensation expense related to the fair value of stock awards as of the grant date is calculated based on the Company’s closing stock price on the date of grant. In addition, the Company estimates the fair value of all stock option and stock appreciation rights (“SARS”) awards as of the grant date by applying the Black-Scholes option-pricing model. The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the dividend yield and exercise price. Expected volatilities take into consideration the historical volatility of the Company’s common stock. The expected term of options and SARS represents the period of time that the options and SARS granted are expected to be outstanding based on historical Company trends. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for instruments of a similar term. 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. See Note 13 for the calculation of both basic and diluted net income per common share. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Trade Receivables Trade receivables consist primarily of amounts due to the Company from its normal business activities. In assessing the carrying value of its trade receivables, the Company estimates the recoverability by making assumptions based on factors such as current overall and industry-specific economic conditions, historical and anticipated customer performance, historical write-off and collection experience, the level of past-due amounts, and specific risks identified in the trade receivables portfolio. The following table summarizes the changes in the allowance for doubtful accounts: (thousands) 2017 2016 2015 Balance at January 1 $ 92 $ 150 $ 175 Provisions made during the year 1,192 415 471 Write-offs (1,112 ) (473 ) (497 ) Recoveries during the year 8 — 1 Balance at December 31 $ 180 $ 92 $ 150 Inventories Inventories are stated at the lower of cost (First-In, First-Out (FIFO) Method) and net realizable value. Based on the inventory aging and other considerations for realizable value, the Company writes down the carrying value to net realizable value where appropriate. The Company reviews inventory on-hand and records provisions for obsolete inventory based on current assessments of future demand, market conditions, and related management initiatives. Any significant unanticipated changes in demand could have a significant impact on the value of the Company’s inventory and operating results. The cost of manufactured inventories includes raw materials, inbound freight, labor and overhead. The Company’s distribution inventories include the cost of raw materials and inbound freight. Property, Plant and Equipment Property, plant and equipment (“PP&E”) is generally recorded at cost. However, PP&E acquired in connection with an acquisition is recorded at fair value. Depreciation is computed primarily by the straight-line method applied to individual items based on estimated useful lives, which generally range from 10 to 30 years for buildings and improvements, and from three to seven years for machinery, equipment and transportation equipment. Leasehold improvements are amortized over the lesser of their useful lives or the related lease term. When properties are retired or disposed, the costs and accumulated depreciation are eliminated and the resulting profit or loss is recognized in the results of operations. Long-lived assets other than goodwill and intangible assets that are held for sale are recorded at the lower of the carrying value or the fair market value less the estimated cost to sell. The recoverability of PP&E is evaluated whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, primarily based on estimated selling price, appraised value or projected future cash flows. Goodwill and Other Intangible Assets Assets and liabilities acquired in business combinations are accounted for using the purchase method and are recorded at their respective fair values. Upon acquisition, goodwill and other intangible assets are assigned to reporting units which are one level below the Company’s business segments. Goodwill and indefinite-lived intangible assets are not amortized but are subject to an annual (or under certain circumstances more frequent) impairment test based on their estimated fair value. The Company performs the required test for goodwill and indefinite-lived intangible assets impairment in the fourth quarter, or more frequently, if events or changes in circumstances indicate that the carrying value may exceed the fair value. Finite-lived intangible assets relate to customer relationships and non-compete agreements. 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. Intangible assets acquired in business combinations are initially recorded at their estimated fair values as determined by an income valuation approach using Level III fair value inputs. There was no impairment for goodwill and other intangible assets for the years ended December 31, 2017 , 2016 and 2015 . Impairment of Long-Lived Assets When events or conditions warrant, the Company evaluates the recoverability of long-lived assets other than goodwill and indefinite-lived intangible assets and considers whether these assets are impaired. The Company assesses the recoverability of these assets based upon several factors, including management's intention with respect to the assets and their projected future undiscounted cash flows. If projected undiscounted cash flows are less than the carrying amount of the assets, the Company adjusts the carrying amounts of such assets to their estimated fair value. A significant adverse change in the Company’s business climate in future periods could result in a significant loss of market share or the inability to achieve previously projected revenue growth and could lead to a required assessment of the recoverability of the Company’s long-lived assets, which may subsequently result in an impairment charge. Deferred Financing Costs Deferred financing costs are classified as non-current assets on the statement of financial position and are amortized over the life of the related debt or credit facility using the straight-line method. The consolidated statements of financial position at December 31, 2017 and 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 presented as a reduction in long-term debt outstanding. The classification is the result of the Company's adoption of an accounting standard in the first quarter of 2016 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 consolidated statements of financial position for the periods presented because the standard does not apply to line-of-credit arrangements. Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, trade receivables, debt and accounts payable. The Company believes cash and cash equivalents, trade receivables, and accounts payable are recorded at amounts that approximate their current market values because of the relatively short maturities of these financial instruments. The carrying value of the long-term debt instruments approximates the fair value based upon terms and conditions available to the Company in comparison to the terms and conditions of the outstanding debt. Income Taxes Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are recognized in the current year to the extent future deferred tax liability timing differences are expected to reverse. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets may not be realized. The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Revenue Recognition In May 2014 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (commonly referred to as ASC 606), which requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations and significant judgments in measurement and recognition of revenue. The FASB subsequently issued additional ASUs to clarify certain elements of the new revenue recognition guidance that have the same effective date and transition date. In August 2015, the FASB deferred the effective date of this ASU by one year, which becomes effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. ASC 606 may be adopted either retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the guidance recognized as an adjustment to opening retained earnings at the date of initial application (modified retrospective method). The Company will adopt ASC 606 effective January 1, 2018 under the modified retrospective method. Under this method, previously presented years’ financial positions and results would not be adjusted; however, certain disclosures are required to be presented for comparability to prior years’ results. As permitted under the transition rules, the Company will apply ASC 606 to only those contracts that do not meet the definition of a completed contract at January 1, 2018, which represents contracts for which all of the revenues have not been recognized in accordance with the Company’s revenue recognition policy under previous guidance as of the date of initial application of ASC 606. The Company established an implementation team and engaged external advisers to develop a multi-phase plan to assess the Company’s business and contracts, as well as any changes to processes or systems to adopt the requirements of the new standard. Based upon the evaluation to date, including the application of ASC 606’s five-step model, and the review of current accounting policies and practices to the recognition of revenue, the Company has concluded that the adoption of the new revenue standard will not have a material impact on its revenues, results of operations or financial position. The Company expects that its performance obligations under ASC 606 will generally be consistent with its deliverables or units of accounting under the Company’s previous revenue recognition policy. In addition, based on the assessment regarding timing of transfer of control, the Company has determined that the timing of revenue recognition under ASC 606 would continue to be at a point-in-time upon transfer of control, which is consistent with its revenue recognition policy under previous guidance and occurs at the time of passage of title and risk of loss to the customer. The Company does not expect that the adoption of ASC 606 will result in any changes to contract acquisition costs due to the adoption of the practical expedient discussed further below or contract fulfillment costs, as the Company does not incur any significant pre-production or other costs that would require capitalization under ASC 606. Based on the evaluation of certain contract options, the Company has determined that such options do not provide a material right and therefore need not be accounted for as separate performance obligations which is consistent with its revenue recognition policy under previous guidance. The Company has reached conclusions on key accounting assessments and has substantially completed the implementation of new processes for the accounting under the new standard which include additional internal controls over financial reporting. The conclusions about the Company’s adoption of ASC 606 represents management’s best estimate at the time of the preparation of this Annual Report on Form 10-K and is subject to the completion of the Company’s implementation of the adoption of ASC 606 which will occur in the first quarter of 2018, including the final evaluation of standalone selling price and the impact of acquisitions completed in the fourth quarter of 2017. The Company has elected certain practical expedients and will make certain policy elections as permitted under ASC 606 as follows: • Adopt the practical expedient related to not adjusting the promised amount of consideration for the effects of a significant financing component if the period between transfer of product and customer payment is less than one year; • Make the accounting policy election to exclude sales and similar taxes from the transaction price; • Adopt the practical expedient to expense the costs to obtain a contract upon incurrence of the liability if the amortization period is one year or less; • Make the accounting policy election to treat shipping and handling costs that occur after control transfers as fulfillment activities instead of assessing such activities as separate performance obligations; • Adopt the practical expedient to use a portfolio approach and apply ASC 606 to a portfolio of contracts (or performance obligations) if the impact would not differ materially from applying ASC 606 to individual contracts (or performance obligations); and • Make the accounting policy election to not assess promised goods or services as performance obligations if they are immaterial in the context of the contract with the customer. The Company expects that the adoption of ASC 606 will result in additional disclosures including with respect to the disaggregation of revenue by market, additional information with respect to the Company’s performance obligations and the significant judgments required by the Company to comply with ASC 606. These additional disclosures will be included in the Company’s report on Form 10-Q for the first quarter of 2018. In addition, under the modified retrospective method, the Company will be required to disclose for the first year subsequent to adoption any significant revenue recognition differences under ASC 606 from what would have been recorded by the Company had historical revenue recognition guidance continued to be in effect for 2018. The Company will also be required to disclose the amount of each account impacted as a result of the adoption of ASC 606 and what that amount would have been under previous revenue recognition guidance during 2018. The Company continues to update and enhance its internal controls over financial reporting and financial statement disclosure controls related to the adoption of ASC 606 and in particular with respect to the added financial statement disclosures that will be required. 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 established an implementation team to develop a plan to assess changes to processes and systems necessary to adopt the new standard. Adopting this new accounting standard is expected to have a material impact on the reporting of lease assets and lease liabilities on the consolidated statements of financial position related to lease arrangements and is not expected to have a material impact on the consolidated statements of financial position as a whole or on the results of operations or cash flows. 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 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 was 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 $1.3 million related to the settlement of share-based compensation that were realized in 2016, and previously recorded in additional paid-in capital, were reclassified as a reduction to income tax expense of $1.3 million on the consolidated statement of income for the year ended December 31, 2016. In addition, as required under the new standard, cash paid by directly withholding shares for tax withholding purposes of $1.2 million was reclassified from operating activities to financing activities in the consolidated statement of cash flows for the year ended December 31, 2015. Furthermore, the Company elected to change its accounting policy to account for forfeitures for share-based awards when they occur. In addition, in May 2017, the FASB issued a new accounting standard that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017 and early adoption was permitted. As the Company does not have a history of modifying share-based payment awards, it does not believe the updated requirements will have an impact on its consolidated financial statements. 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 was permitted. The Company will adopt the new standard as of January 1, 2018 as required and has determined that its implementation will not have a material impact on the Company's 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 with 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 will have on its 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 and may be applied on a retrospective basis with early adoption permitted. The Company will adopt the new standard as of January 1, 2018 as required and has determined that its implementation will not have a material impact on the Company's consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS General The Company completed a total of 17 acquisitions involving 25 com panies in the three years ended December 31, 2017 , 2016 and 2015 as discussed below. 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 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 each of the 2015, 2016 and 2017 acquisitions with the exception of the 2017 acquisition of Leisure Product Enterprises, LLC, which is expected to be partially deductible for income tax purposes, and the 2016 acquisition of BH Electronics, Inc. Intangible asset values were estimated using income based valuation methodologies. See Note 7 for information regarding the amortization periods assigned to finite-lived intangible assets. For the years ended December 31, 2017 , 2016 and 2015 , revenue of approximately $109.7 million , $92.3 million and $101.1 million , respectively, was included in the Company’s consolidated statements of income pertaining to the businesses acquired in each such year. For the years ended December 31, 2017 , 2016 and 2015 , operating income of approximately $13.1 million , $10.3 million and $11.8 million , respectively, was included in the Company’s consolidated statements of income pertaining to the businesses acquired in each such year. Acquisition-related costs in the aggregate associated with the businesses acquired in 2017 , 2016 and 2015 were immaterial. 2018 Acquisitions Metal Moulding Corporation (“MMC” ) In February 2018, the Company completed the acquisition of the business and certain assets of Madison, Tennessee-based MMC, a manufacturer of custom metal fabricated products, primarily for the marine market, including hinges, arm rests, brackets, panels and trim, as well as plastic products including boxes, inlay tables, steps, and related components, for a net purchase price of approximately $20 million . Aluminum Metals Company, LLC (“AMC” ) In February 2018, the Company completed the acquisition of the business and certain assets of Elkhart, Indiana-based AMC, a manufacturer and distributor of aluminum products including coil, fabricated sheets and extrusions, in addition to roofing products, primarily for the RV, industrial, and marine markets, for a net purchase price of approximately $16.5 million . In general, the 2018 acquisitions provide 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. Both the MMC and AMC acquisitions were 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 first quarter ended April 1, 2018. The results of operations for both acquisitions will be included in the Company's condensed consolidated financial statements from the respective dates of acquisition and in the Manufacturing segment. 2017 Acquisitions 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 $9.9 million . The results of operations for Medallion are included in the Company’s 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 fourth quarter of 2017, with no material changes from previously reported estimated amounts. Leisure Product Enterprises, LLC (“LPE”) In April 2017, the Company acquired 100% of the membership interests of LPE for a net purchase price of approximately $73.3 million , subject to a final working capital adjustment. LPE is comprised of three complementary manufacturing companies primarily serving the marine and industrial markets: Marine Electrical Products, located in Lebanon, Missouri, supplies marine original equipment manufacturers (“OEMs”) with fully-assembled boat dash and helm assemblies, including electrical wire 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 results of operations for LPE are included in the Company's 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 subject to change within the measurement period as the Company finalizes its fair value estimates. Indiana Technologies, Inc. d/b/a Wire Design (“Wire Design”) In July 2017, the Company acquired the business and certain assets of Elkhart, Indiana-based Wire Design, a manufacturer of wire harnesses for the RV, marine and industrial markets, for a net purchase price of $10.8 million . The results of operations for Wire Design are included in the Company's 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 subject to change within the measurement period as the Company finalizes its fair value estimates. Baymont, Inc. (“Baymont”) In September 2017, the Company acquired the business and certain assets of Baymont, a manufacturer and supplier of fiberglass showers, tubs, and tile systems for the MH and industrial markets, for a net initial purchase price of $3.3 million plus contingent consideration based on future performance. The Company has recorded a preliminary fair value estimate of the contingent consideration of $5.1 million , which is included in the line item "Other long-term liabilities" on the consolidated statement of financial position as of December 31, 2017. As required, the liability for this contingent consideration will be measured quarterly at fair value and the Company could record adjustments in future periods. Baymont has operating facilities located in Golden, Mississippi and Belmont, Mississippi. The results of operations for Baymont are included in the Company’s 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 subject to change within the measurement period as the Company finalizes its fair value estimates. Indiana Transport, Inc. (“Indiana Transport”) In November 2017, the Company acquired the business and certain assets of Elkhart, Indiana-based Indiana Transport, a transportation and logistics service provider primarily to OEMs and dealers in the RV market, for a net purchase price of $59.3 million . The results of operations for Indiana Transport are included in the Company’s consolidated financial statements and the Distribution 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 subject to change within the measurement period as the Company finalizes its fair value estimates. LMI, Inc. and Related Companies (collectively, “LMI”) In November 2017, the Company acquired LMI, a designer, fabricator, and installer of specialty glass, mirror, bath and closet building products to residential housing and commercial high-rise builders, general contractors, retailers, and RV manufacturers in the U.S., for a net purchase price of $79.5 million . LMI is headquartered in Ontario, California and operates six manufacturing and distribution centers in California and Nevada and an additional manufacturing facility in China. The results of operations for LMI are included in the Company’s 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 subject to change within the measurement period as the Company finalizes its fair value estimates. Nickell Moulding Company, Inc. (“Nickell”) In December 2017, the Company acquired the business and certain assets of Elkhart, Indiana-based Nickell, a manufacturer of hardwood and wrapped mouldings and trim, custom wood frames, and door components for the RV, retail and hospitality, MH, and other markets, for a net purchase price of $12.3 million . The results of operations for Nickell are included in the Company's 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 subject to change within the measurement period as the Company finalizes its fair value estimates. 2016 Acquisitions 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 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 consolidated financial statements and the Distribution 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 consolidated financial statements and the Manufacturing operating segment from the date of acquisition. 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 consolidated financial statements and the Manufacturing operating segment from the date of acquisition. 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 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, and resulted in changes from previously reported estimated amounts as of December 31, 2016 that include a $0.6 million increase to intangible assets with a corresponding decrease of $0.6 million to goodwill. There was no material impact to the consolidated statement of income related to these changes in 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 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 third quarter of 2017, and resulted in changes from previously reported estimated amounts as of December 31, 2016 that include a $1.1 million and $2.3 million increase to property, plant and equipment and to intangible assets, respectively, with a corresponding decrease of $2.1 million to goodwill and a $1.3 million increase to the deferred tax liability. There was no material impact to the consolidated statement of income related to these changes in 2017. Sigma Wire International, LLC / KRA International, LLC (together “Sigma/KRA”) In December 2016, the Company acquired the business and certain assets of Sigma, headquartered in Elkhart, Indiana, and 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 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 fourth quarter of 2017, and resulted in changes from previously reported estimated amounts as of December 31, 2016 that include a $1.6 million increase to goodwill with a corresponding decrease of $1.3 million to intangible assets and a $0.2 million increase to accounts payable and accrued liabilities. There was no material impact to the consolidated statement of income related to these changes in 2017. 2015 Acquisitions Better Way Partners, LLC d/b/a Better Way Products (“Better Way”) In February 2015, the Company acquired the business and certain assets of Better Way, a manufacturer of fiberglass front and rear caps, marine helms and related fiberglass components primarily used in the RV, marine and transit vehicle markets, for a net purchase price of $40.5 million . Better Way has operating facilities located in New Paris, Bremen and Syracuse, Indiana. The results of operations for Better Way are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. Structural Composites of Indiana, Inc. (“SCI”) In May 2015, the Company acquired the business and certain assets of Ligonier, Indiana-based SCI, a manufacturer of large, custom molded fiberglass front and rear caps and roofs, primarily used in the RV market, and specialty fiberglass components for the transportation, marine and other industrial markets, for a net purchase price of $20.0 million . The results of operations for SCI are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. North American Forest Products, Inc. and North American Moulding, LLC (collectively, “North American”) In September 2015, the Company acquired the business and certain assets of Edwardsburg, Michigan-based North American, a manufacturer and distributor, primarily for the RV market, of profile wraps, custom mouldings, laminated panels and moulding products. This acquisition also provided the opportunity for the Company to expand into the softwoods lumber market through North American's operations as a manufacturer and supplier of raw and processed softwoods products, including lumber, panels, trusses, bow trusses, and industrial packaging materials, primarily used in the RV and MH industries. The Company acquired North American for a net purchase price of $79.7 million . The results of operations for North American are included in the Company’s 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 $ 2,233 $ 2,605 $ 1,713 $ 118 $ 3,100 $ 1,342 $ 1,200 $ — $ 9,911 LPE 5,848 5,162 9,225 337 32,360 40,511 6,358 13,791 73,294 Wire Design 615 437 555 21 5,360 4,282 491 — 10,779 Baymont (1) — 1,205 1,750 — 2,241 3,212 50 — 8,358 Indiana Transport 6,385 — 3,550 1,309 31,390 19,272 2,558 — 59,348 LMI 11,063 9,143 4,000 984 36,110 26,492 8,316 — 79,476 Nickell 1,944 1,159 933 — 6,179 3,243 1,152 — 12,306 Other — 250 2,508 — — 828 124 — 3,462 2017 Totals $ 28,088 $ 19,961 $ 24,234 $ 2,769 $ 116,740 $ 99,182 $ 20,249 $ 13,791 $ 256,934 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 — 6,315 2,772 154 — 11,200 BHE 2,922 3,801 1,794 — 21,140 15,716 1,508 8,865 35,000 Sigma/KRA 2,039 1,820 935 7 13,495 9,533 1,708 — 26,121 2016 Totals $ 12,120 $ 18,100 $ 14,442 $ 195 $ 72,830 $ 40,087 $ 9,994 $ 8,865 $ 138,915 2015 Better Way $ 4,901 $ 1,829 $ 3,907 $ 80 $ 20,030 $ 11,087 $ 1,349 $ — $ 40,485 SCI 1,407 482 750 5 9,535 8,596 734 — 20,041 North American 8,924 19,189 5,959 139 36,185 17,463 8,209 — 79,650 2015 Totals $ 15,232 $ 21,500 $ 10,616 $ 224 $ 65,750 $ 37,146 $ 10,292 $ — $ 140,176 (1) Total net assets acquired for Baymont include the preliminary estimated liability of $5.1 million pertaining to the fair value of the contingent consideration based on future performance. The actual net cash paid for the Baymont acquisition of $3.3 million is included in "Cash Flows from Investing Activities - Business Acquisitions" on the consolidated statement of cash flows for the year ended December 31, 2017. Pro Forma Information (Unaudited) The following pro forma information assumes the Medallion, LPE, Wire Design, Baymont, Indiana Transport, LMI and Nickell acquisitions (which were 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 each of the 2017 and 2016 acquisitions, 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 each transaction of $6.7 million and $13.2 million for the years ended December 31, 2017 and 2016 , respectively. (thousands except per share data) 2017 2016 Revenue $ 1,854,078 $ 1,556,781 Net income 98,394 74,239 Basic net income per common share 4.06 3.30 Diluted net income per common share 3.99 3.24 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. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories as of December 31, 2017 and 2016 consist of the following classes: (thousands) 2017 2016 Raw materials $ 96,846 $ 70,148 Work in process 10,720 7,659 Finished goods 22,936 13,300 Less: reserve for inventory obsolescence (3,087 ) (2,724 ) Total manufactured goods, net 127,415 88,383 Materials purchased for resale (distribution products) 49,392 32,869 Less: reserve for inventory obsolescence (1,537 ) (1,233 ) Total materials purchased for resale (distribution products), net 47,855 31,636 Total inventories $ 175,270 $ 120,019 The following table summarizes the reserve for inventory obsolescence: (thousands) 2017 2016 2015 Balance at January 1 $ 3,957 $ 3,508 $ 1,816 Charged to operations 4,325 2,542 3,402 Deductions from reserves (3,658 ) (2,093 ) (1,710 ) Balance at December 31 $ 4,624 $ 3,957 $ 3,508 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consists of the following classes at December 31, 2017 and 2016 : (thousands) 2017 2016 Land and improvements $ 6,624 $ 3,260 Building and improvements 45,416 41,064 Machinery and equipment 139,443 107,159 Transportation equipment 3,602 2,820 Leasehold improvements 8,354 6,862 Property, plant and equipment, at cost 203,439 161,165 Less: accumulated depreciation and amortization (84,953 ) (75,682 ) Property, plant and equipment, net $ 118,486 $ 85,483 For the years ended December 31, 2017 and 2016 , no events or changes in circumstances occurred that required the Company to assess the recoverability of its property, plant and equipment, and therefore the Company did not recognize any impairment charges. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2015 $ 62,285 $ 6,321 $ 68,606 Acquisitions 38,138 2,980 41,118 Adjustment to prior year preliminary purchase price allocation 169 — 169 Balance - December 31, 2016 100,592 9,301 109,893 Acquisitions 79,910 19,272 99,182 Adjustment to prior year preliminary purchase price allocation (1,031 ) — (1,031 ) Balance - December 31, 2017 $ 179,471 $ 28,573 $ 208,044 Intangible Assets 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 December 31, 2017 , the remaining intangible assets balance of $263.5 million is comprised of $60.4 million of trademarks which have an indefinite life, and therefore no amortization expense has been recorded, and $203.1 million pertaining to customer relationships and non-compete agreements which are being amortized over periods ranging from three to 19 years . For the finite-lived intangible assets attributable to the 2017 acquisitions, the useful life pertaining to non-compete agreements was three years for Medallion, Wire Design and Baymont, and five years for LPE, Indiana Transport, LMI and Nickell. The useful life pertaining to customer relationships for all of the 2017 acquisitions was 10 years . Amortization expense for the Company’s intangible assets in the aggregate was $19.4 million , $13.4 million and $8.8 million for 2017 , 2016 and 2015 , respectively. Intangible assets, net consist of the following at December 31, 2017 and 2016 : (thousands) 2017 Weighted 2016 Weighted Customer relationships $ 239,053 10.2 $ 140,657 10.2 Non-compete agreements 15,564 4.2 13,413 3.6 Trademarks 60,448 Indefinite 42,741 Indefinite 315,065 196,811 Less: accumulated amortization (51,598 ) (32,272 ) Intangible assets, net $ 263,467 $ 164,539 Changes in the carrying value of intangible assets for the years ended December 31, 2017 and 2016 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2015 $ 95,359 $ 11,400 $ 106,759 Acquisitions 65,257 6,010 71,267 Amortization (10,644 ) (2,724 ) (13,368 ) Adjustment to prior year preliminary purchase price allocation (119 ) — (119 ) Balance - December 31, 2016 149,853 14,686 164,539 Acquisitions 85,350 31,390 116,740 Amortization (16,225 ) (3,149 ) (19,374 ) Adjustment to prior year preliminary purchase price allocation 1,562 — 1,562 Balance - December 31, 2017 $ 220,540 $ 42,927 $ 263,467 Amortization expense for the next five fiscal years ending December 31 related to finite-lived intangible assets as of December 31, 2017 is estimated to be (in thousands): 2018 - $25,635 ; 2019 - $25,131 ; 2020 - $24,359 ; 2021 - $23,722 ; and 2022 - $22,743 . |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT A summary of total debt outstanding at December 31, 2017 and 2016 is as follows: (thousands) 2017 2016 Long-term debt: 2015 Revolver $ 287,397 $ 190,427 Term Loan 66,960 82,726 Total long-term debt 354,357 273,153 Less: current maturities of long-term debt (15,766 ) (15,766 ) Less: net deferred financing costs related to Term Loan (480 ) (576 ) Total long-term debt, less current maturities, net $ 338,111 $ 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, and U.S. Bank, National Association was added as an additional participant. On January 16, 2018, the Company entered into a fourth amendment to the 2015 Credit Agreement to permit (i) the issuance of the Convertible Notes (as defined herein), (ii) the Convertible Note Hedge Transactions (as defined herein), (iii) the Warrant Transactions (as defined herein), and (iv) performance of the Company's obligations under the Convertible Notes, the Convertible Note Hedge Transactions and the Warrant Transactions. See Note 20 for additional details. On January 29, 2018, the Company entered into a fifth amendment to the 2015 Credit Agreement to expand the 2015 Credit Facility to $500.0 million from $450.0 million by expanding the 2015 Revolver to $417.3 million . 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, fourth and fifth amendments; • 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 is 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 December 31, 2017 , the Company had $67.0 million outstanding under the Term Loan under the LIBOR-based option, and borrowings outstanding under the 2015 Revolver of (i) $281.0 million under the LIBOR-based option and (ii) $6.4 million under the Base Rate-based option. The interest rate for borrowings at December 31, 2017 was the Prime Rate plus 0.50% (or 5.00% ), or LIBOR plus 1.50% (or 3.1250% ). 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 Base 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 0.20% at December 31, 2017 and 0.225% at December 31, 2016. Pursuant to the 2015 Credit Agreement, the financial covenants include: (a) a 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”). EBITDA is further adjusted to primarily include the add-back of stock compensation expense and acquisition transaction related expenses. 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. In 2017 and 2016, 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 minimum consolidated fixed charge coverage ratio compared to the actual amounts as of and for the fiscal period ended December 31, 2017 are as follows: Required Actual Consolidated total leverage ratio (12-month period) 3.00 1.78 Consolidated fixed charge coverage ratio (12-month period) 1.50 4.39 The 2015 Revolver is due at maturity in March 2022 in accordance with the terms of the 2015 Credit Agreement. Aggregate maturities of the Term Loan for the next five years ending December 31 are: 2018 - $15.8 million ; 2019 - $15.8 million ; 2020 - $15.8 million ; 2021 - $15.8 million ; and 2022 - $3.8 million . The Company was contingently liable for three standby letters of credit totaling $1.4 million at December 31, 2017 that exist to meet credit requirements for the Company’s insurance providers. Interest paid for the years ended December 31, 2017 , 2016 and 2015 was $8.6 million , $7.1 million and $4.4 million , respectively. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Accrued liabilities as of December 31, 2017 and 2016 include the following: (thousands) 2017 2016 Employee compensation and benefits $ 21,797 $ 12,845 Property taxes 2,173 1,881 Customer incentives 6,237 4,665 Other 6,343 4,184 Total accrued liabilities $ 36,550 $ 23,575 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The provision for income taxes for the years ended December 31, 2017 , 2016 and 2015 consists of the following: (thousands) 2017 2016 2015 Current: Federal $ 27,833 $ 24,205 $ 21,554 State 6,036 4,430 3,625 Total current 33,869 28,635 25,179 Deferred: Federal (6,289 ) (474 ) (1,563 ) State (188 ) (86 ) (236 ) Total deferred (6,477 ) (560 ) (1,799 ) Income taxes $ 27,392 $ 28,075 $ 23,380 As discussed in Note 4, the Company acquired LMI in November 2017 which included a manufacturing facility in China. For tax year ending December 31, 2017, there was no material foreign provision for income taxes required to be reported as a result of this acquisition. A reconciliation of the differences between the actual provision for income taxes and the tax provisions for income taxes at the federal statutory income tax rate of 35% for each of the years ended December 31, 2017 , 2016 and 2015 is as follows: (thousands) 2017 2016 2015 Rate applied to pretax income $ 39,588 35.0 % $ 29,278 35.0 % $ 22,960 35.0 % State taxes, net of federal tax effect 4,060 3.6 2,818 3.4 2,654 4.0 Remeasurement of net deferred tax liabilities (7,699 ) (6.8 ) — — — — Excess tax benefit on stock-based compensation (6,009 ) (5.3 ) (1,256 ) (1.5 ) — — Other (2,548 ) (2.3 ) (2,765 ) (3.3 ) (2,234 ) (3.4 ) Income taxes $ 27,392 24.2 % $ 28,075 33.6 % $ 23,380 35.6 % On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”). The TCJA makes broad and complex changes to the U.S. tax code, including, but not limited to: (1) reducing the U.S. federal corporate tax rate from 35% to 21% for tax years ending after December 31, 2017; (2) bonus depreciation that will allow for full expensing of qualified property acquired and placed in service after September 27, 2017; (3) repealing the Domestic Production Activities Deduction for years beginning after December 31, 2017; and (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations. The SEC staff issued Staff Accounting Bulletin (“SAB”) No. 118, which provides guidance on accounting for the tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting under Accounting Standards Codification (“ASC”) Topic 740, Income Taxes. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the TCJA is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the TCJA. The Company has not completed the accounting for the income tax effects of certain elements of the TCJA. If the Company was able to make reasonable estimates of the effects of elements for which the analysis is not yet complete, provisional adjustments were recorded. If the Company was not yet able to make reasonable estimates of the impact of certain elements, no adjustments were recorded related to those elements and the Company has continued accounting for them in accordance with ASC 740 on the basis of the tax laws in effect before the TCJA. For certain deferred tax assets and deferred tax liabilities, the Company recorded a provisional net reduction to income tax expense of $7.7 million for the year ended December 31, 2017, reflecting the impact on net deferred tax liabilities of the reduction in the Federal corporate tax rate described above. While the Company was able to make a reasonable estimate of the impact of the reduction in corporate rate, it may be affected by other analyses related to the TCJA, including, but not limited to, its assessment of available tax methods and elections, refinements of computations, and the state tax effect of adjustments made to federal temporary differences. The TCJA creates a new requirement that certain income (i.e., global intangible low taxed income (“GILTI”)) earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFCs’ U.S. shareholder. The Company does not anticipate incurring a GILTI liability related to its investment in China, therefore, no provisional adjustment was recorded, and the Company has not made an accounting policy choice of including taxable income related to GILTI as either a current period tax expense or factoring such amounts into the measurement of deferred taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax basis of assets and liabilities that will result in deductible or taxable amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense is the tax payable or refundable for the current period plus or minus the change in deferred tax assets and liabilities during the period. In 2017 and 2016, the Company realized approximately $15.4 million and $3.2 million , respectively, of additional taxable deductions related to excess tax benefits on share-based compensation, which had not been recorded as deferred tax assets at December 31, 2016 and 2015. These tax benefits were recorded as a reduction to income tax expense upon realization in relation to the 2016 adoption of the share-based payment awards accounting standard. The composition of the deferred tax assets and liabilities as of December 31, 2017 and 2016 is as follows: (thousands) 2017 2016 Long-term deferred income tax assets (liabilities): Trade receivables allowance $ 48 $ 36 Inventory capitalization 1,646 1,142 Accrued expenses 4,005 4,248 Deferred compensation 473 701 Inventory reserves 1,154 1,501 State NOL Carryforwards — 13 Share based compensation 3,875 3,983 Pension liability 2 13 Other 8 — Intangibles (16,042 ) (9,467 ) Depreciation expense (8,254 ) (6,658 ) Prepaid expenses (555 ) (500 ) Deferred tax liabilities, net $ (13,640 ) $ (4,988 ) The Company paid income taxes of $38.6 million , $29.2 million and $24.1 million in 2017 , 2016 and 2015 , respectively. The Company did not reflect any unrecognized tax benefits in its financial statements as of December 31, 2017 or December 31, 2016 and does not expect any significant changes relating to unrecognized tax benefits in the 12 months following December 31, 2017 . The Company is subject to periodic audits by domestic tax authorities. For the majority of tax jurisdictions, the U.S. federal statute of limitations remains open for the years 2014 and later. The Company is currently under audit by the Internal Revenue Service for the 2015 tax year and the State of Indiana for tax years 2013, 2014 and 2015. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY Preferred Stock The Company has 1,000,000 shares of preferred stock authorized, without par value, the issuance of which is subject to approval by the Board of Directors (the “Board”). The Board has the authority to fix the number, rights, preferences and limitations of the shares, subject to applicable laws and the provisions of the Articles of Incorporation. Common Stock In May 2017, the Company's shareholders approved an amendment to the Articles of Incorporation to increase the number of shares of common stock authorized, without par value, from 20,000,000 shares to 40,000,000 shares, of which 25,329,857 shares and 22,979,990 shares were issued and outstanding as of December 31, 2017 and 2016 , respectively. The Company issued 411,212 shares in 2017, 419,925 shares in 2016, and 418,136 shares in 2015 related to stock-based compensation plans and for the exercise of stock options and SARS (as defined herein). The shares issued were net of repurchases made by the Company of 82,970 shares in 2017, 21,317 shares in 2016, and 44,304 shares in 2015 for the sole purpose of satisfying the minimum tax withholding obligations of employees upon the vesting of stock awards held by the employees. In addition, in 2016 and 2015, the Company repurchased 181,107 shares and 927,836 shares, respectively, of its common stock through a stock repurchase program. There were no shares repurchased under a stock repurchase program in 2017. See Note 12 for further details. See Note 13 for additional details regarding a public offering of the Company's common stock in March 2017 and the three-for-two stock split effective December 8, 2017. Accumulated Other Comprehensive Income U.S. GAAP defines other comprehensive income as non-shareholder changes in equity. The components of and changes in accumulated other comprehensive income as of December 31, 2017, 2016 and 2015 were immaterial. |
STOCK REPURCHASE PROGRAMS
STOCK REPURCHASE PROGRAMS | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
STOCK REPURCHASE PROGRAMS | 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 remaining authorization under the 2013 Repurchase Plan and announced that the Board approved a new stock repurchase program that authorized the repurchase of up to $50 million of the Company’s common stock over a 24 -month period (the “2016 Repurchase Plan”). In January 2018, the Board approved a new stock repurchase program that authorized the repurchase of up to $50 million of the Company's common stock over a 24 -month period (the "2018 Repurchase Plan") to replace the 2016 Repurchase Plan that expired in January 2018. Repurchases made under the 2016 Repurchase Plan are noted in the table below. In the first quarter of 2018 through February 22, 2018, the Company repurchased 26,001 shares under the 2018 Repurchase Plan at an average price of $61.48 per share for a total cost of approximately $1.6 million . Repurchases of the Company's common stock, in the aggregate, under both the 2013 and 2016 Repurchase Plans were as follows: Year Shares Total Cost Average Price 2013 916,492 $ 6,078 $ 6.63 2014 775,688 13,928 17.96 2015 927,836 22,637 24.40 2016 105,954 2,865 27.04 Total stock repurchases under 2013 Repurchase Plan 2,725,970 45,508 16.69 2016 Repurchase Plan 75,153 2,349 31.25 Total cumulative stock repurchases 2,801,123 $ 47,857 $ 17.09 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 in the Company’s consolidated statements of financial position. |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
NET INCOME PER COMMON SHARE | NET INCOME PER COMMON SHARE The number of shares and per share amounts for the years ended December 31, 2016 and 2015 have been retroactively adjusted to reflect the three-for-two stock split of the Company's common stock, which was effected in the form of a common stock dividend paid on December 8, 2017. Income per common share is calculated for the years ended December 31, 2017 , 2016 and 2015 as follows: (thousands except per share data) 2017 2016 2015 Net income for basic and diluted per share calculation $ 85,718 $ 55,577 $ 42,219 Weighted average common shares outstanding - basic 24,230 22,520 22,984 Effect of potentially dilutive securities 413 376 270 Weighted average common shares outstanding - diluted 24,643 22,896 23,254 Basic net income per common share $ 3.54 $ 2.47 $ 1.84 Diluted net income per common share $ 3.48 $ 2.43 $ 1.81 On March 14, 2017, the Company completed a public offering of 2,025,000 shares of its common stock at a price of $48.67 per share for gross proceeds of $98.6 million . The net proceeds from the offering of $93.3 million were used to pay down a portion of the Company's outstanding indebtedness. |
LEASE COMMITMENTS
LEASE COMMITMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
LEASE COMMITMENTS | LEASE COMMITMENTS Leases The Company leases office, manufacturing, and warehouse facilities and certain equipment under various non-cancelable agreements, which expire at various dates through 2027. These agreements contain various renewal options and provide for minimum annual rentals plus the payment of real estate taxes, insurance, and normal maintenance on the properties. At December 31, 2017 , future minimum lease payments required under facility and equipment operating leases that have initial or remaining non-cancelable lease terms in excess of one year are as follows: (thousands) Facility Leases Equipment Leases 2018 $ 14,400 $ 4,540 2019 12,227 3,654 2020 8,457 2,673 2021 4,883 1,737 2022 1,492 1,026 Thereafter 172 1,631 Total minimum lease payments $ 41,631 $ 15,261 The total rent expense included in the consolidated statements of income for the years ended December 31, 2017 , 2016 and 2015 is $19.0 million , $13.7 million and $9.3 million , respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal The Company is subject to proceedings, lawsuits, audits, and other claims arising in the normal course of business. All such matters are subject to uncertainties and outcomes that are not predictable with assurance. Accruals for these items, when applicable, have been provided to the extent that losses are deemed probable and are reasonably estimable. These accruals are adjusted from time to time as developments warrant. Although the ultimate outcome of these matters cannot be ascertained, on the basis of present information, amounts already provided, availability of insurance coverage and legal advice received, it is the opinion of management that the ultimate resolution of these proceedings, lawsuits, and other claims will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. Self-Insurance The Company has a self-insured health plan for its employees under which there is both a participant stop-loss and an aggregate stop-loss based on total participants. The Company is potentially responsible for annual claims not to individually exceed $250,000 at December 31, 2017 . |
COMPENSATION PLANS
COMPENSATION PLANS | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
COMPENSATION PLANS | COMPENSATION PLANS Deferred Compensation Obligations The Company has deferred compensation agreements with certain key employees. The agreements provide for monthly benefits for ten years subsequent to retirement, disability, or death. The Company has accrued an estimated liability based upon the present value of an annuity needed to provide the future benefit payments. The assumed discount rate to measure the liability was 4.5% for both of the years ended December 31, 2017 and 2016 . The Company recognized expense of $ 0.4 million , $0.1 million and $0.1 million for the years ended December 31, 2017 , 2016 and 2015 in conjunction with this plan. Life insurance contracts have been purchased which may be used to fund these agreements. The contracts are recorded at their cash surrender value in the statements of financial position. Any differences between actual proceeds and cash surrender value are recorded as gains or losses in the periods presented. Additionally, the Company records gains or losses on the cash surrender value in the period incurred. The gains recognized were immaterial for all periods presented. Bonus Plan The Company pays bonuses to certain management and sales personnel. Historically, bonuses are determined annually and are based upon corporate and divisional income levels and the achievement of individually defined performance criteria. The charge to operations amounted to approximately $17.4 million , $ 10.4 million and $ 6.3 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Profit-Sharing Plan The Company has a qualified profit-sharing plan, more commonly known as a 401(k) plan, for all of its full-time and part-time eligible employees upon meeting certain conditions. The plan provides for matching contributions by the Company as defined in the agreement. The contributions and related expense for the years ended December 31, 2017 , 2016 and 2015 were immaterial. Stock Option, Stock Appreciation Rights, and Stock-Based Incentive Plans The Company has various stock option and stock-based incentive plans and various agreements whereby stock options, restricted stock awards, and SARS were made available to certain key employees, directors, and others based upon meeting various individual, divisional or company-wide performance criteria and time-based criteria. All such awards qualify and are accounted for as equity awards. Equity incentive plan awards are intended to retain and reward key employees for outstanding performance and efforts as they relate to the Company’s short-term and long-term objectives and its strategic plan. The Company’s 2009 Omnibus Incentive Plan (the “Plan”) permits the future granting of share options and share awards to its employees, directors and other service providers. Option awards are generally granted with an exercise price equal to, or greater than, the market price of the Company’s stock at the date of grant. The Company recorded compensation expense of $ 10.4 million , $ 6.5 million and $ 4.7 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, on the consolidated statements of income for its stock-based compensation plans. As of December 31, 2017 , there was approximately $ 22.9 million of total unrecognized compensation cost related to share-based compensation arrangements granted under incentive plans. That cost is expected to be recognized over a weighted-average period of approximately 23.4 months . Stock Options: Stock options vest pro-ratably over either three or four years and have nine to ten -year contractual terms. On January 17, 2017, the Company’s Compensation Committee of the Board (the "Compensation Committee") approved the grant of 340,110 stock options under the 2009 Plan at an exercise price per share of $53.83 . The stock options vest pro-rata over four years , commencing on January 17, 2018, and have nine -year contractual terms. On September 26, 2016, the Compensation Committee approved the grant of 120,888 stock options under the 2009 Plan at an exercise price per share of $40.95 . The stock options vest pro-rata over four years , commencing on September 26, 2017, and have nine -year contractual terms. The following table summarizes the Company’s option activity during the years ended December 31, 2017 , 2016 and 2015 for the options granted in 2009, 2013 and 2016: Years ended December 31 2017 2016 2015 (shares in thousands) Shares Weighted Shares Weighted Shares Weighted Total Options: Outstanding beginning of year 288 $ 23.59 343 $ 10.84 516 $ 10.83 Granted during the year 340 53.83 121 40.95 — — Forfeited during the year — — — — — — Exercised during the year (80 ) 11.62 (176 ) 10.62 (173 ) 10.79 Outstanding end of year 548 $ 44.07 288 $ 23.59 343 $ 10.84 Vested Options: Vested during the year 30 $ 40.95 150 $ 12.30 150 $ 12.30 Eligible end of year for exercise 118 $ 18.36 168 $ 11.08 194 $ 9.71 Aggregate intrinsic value ($ in thousands): Total options outstanding $ 13,932 $ 7,869 $ 6,234 Options exercisable $ 6,037 $ 6,671 $ 3,729 Options exercised $ 2,601 $ 4,024 $ 3,151 Weighted average fair value of options granted during the year $ 17.76 $ 12.36 N/A The aggregate intrinsic value (excess of market value over the option exercise price) in the table above is before income taxes, and assuming the Company’s closing stock price of $69.45 , $50.87 and $29.00 per share as of December 31, 2017 , 2016 and 2015 , respectively, is the price that would have been received by the option holders had those option holders exercised their options as of that date. The cash received from the exercise of stock options was approximately $0.9 million , $1.9 million and $1.9 million in 2017, 2016, and 2015, respectively. The income tax benefit related to the stock options exercised in 2017, 2016 and 2015 was $0.9 million , $0.3 million and $0.2 million , respectively. The grant date fair value of stock options vested in each of 2017, 2016 and 2015 was $1.2 million . A summary of options outstanding and exercisable at December 31, 2017 is as follows: (shares in thousands) Options Outstanding Options Exercisable 2009 Grants: Shares Remaining Contractual Exercise Shares Exercise Exercise price - $0.33 2 1.4 $ 0.33 2 $ 0.33 Exercise price - $0.78 11 1.4 $ 0.78 11 $ 0.78 2013 Grant: Exercise price - $12.30 75 5.0 $ 12.30 75 $ 12.30 2016 Grant: Exercise price - $40.95 120 7.8 $ 40.95 30 $ 40.95 2017 Grant: Exercise price - $53.83 340 8.0 $ 53.83 — $ 53.83 The following table presents assumptions used in the Black-Scholes model for the stock options granted in 2017 and 2016. There were no stock options granted in 2015. 2017 2016 Dividend rate — — Risk-free interest rate 2.00 % 1.00 % Expected option life (years) 5.75 5.75 Price volatility 30.84 % 30.00 % As of December 31, 2017 , there was approximately $5.7 million of total unrecognized compensation expense related to the stock options, which is expected to be recognized over a weighted-average remaining life of approximately 36.2 months . Stock Appreciation Rights (SARS): On January 17, 2017, the Compensation Committee approved the grant of 340,128 SARS under the 2009 Plan divided into four tranches of 85,032 shares each, at strike prices of $53.83 , $60.03 , $66.93 and $74.63 per share. The SARS vest pro-ratably over four years from the grant date and have nine -year contractual terms. The SARS are to be settled in shares of common stock, or at the sole discretion of the Board in cash. The grant date fair value of these awards totaled $5.0 million and this amount is being amortized over the four -year vesting period. On September 26, 2016, the Compensation Committee approved the grant of 120,888 SARS under the 2009 Plan divided into four tranches of 30,222 shares each, at strike prices of $40.95 , $47.51 , $55.11 and $63.93 per share. The SARS vest pro-ratably over four years from the grant date and have nine -year contractual terms. The SARS are to be settled in shares of common stock, or at the sole discretion of the Board in cash. The grant date fair value of these awards totaled $1.1 million and this amount is being amortized over the four -year vesting period. The following table summarizes the Company’s SARS activity during the years ended December 31, 2017 , 2016 and 2015 for the SARS granted in 2016 and 2017, as well as for SARS granted in 2013: Years ended December 31 2017 2016 2015 (shares in thousands) Shares Weighted Shares Weighted Shares Weighted Total SARS: Outstanding beginning of year 270 $ 32.29 300 $ 16.50 450 $ 16.50 Granted during the year 340 63.85 120 51.87 — — Forfeited during the year — — — — — — Exercised during the year (75 ) 16.50 (150 ) 16.50 (150 ) 16.50 Outstanding end of year 535 $ 54.53 270 $ 32.29 300 $ 16.50 Vested SARS: Vested during the year 30 $ 51.87 150 $ 16.50 150 $ 16.50 Eligible end of year for exercise 105 $ 26.66 150 $ 16.50 150 $ 16.50 Aggregate intrinsic value ($ in thousands): Total SARS outstanding $ 8,458 $ 5,556 $ 3,749 SARS exercisable $ 4,521 $ 5,155 $ 1,875 SARS exercised $ 3,822 $ 2,379 2,252 Weighted average fair value of SARS granted during the year $ 14.66 $ 9.30 N/A The aggregate intrinsic value (excess of market value over the SARS exercise price) in the table above is before income taxes, and assuming the Company’s closing stock price of $69.45 , $50.87 and $29.00 per share as of December 31, 2017 , 2016 and 2015 , respectively, is the price that would have been received by the SARS holder had that SARS holder exercised the SARS as of that date. A summary of SARS outstanding and exercisable at December 31, 2017 is as follows: SARS Outstanding SARS Exercisable (shares in thousands) Shares Remaining Contractual Exercise Shares Exercise 2013 Grant: Exercise price - $12.30 18 5.0 $ 12.30 18 $ 12.30 Exercise price - $14.75 19 5.0 14.75 19 14.75 Exercise price - $17.71 19 5.0 17.71 19 17.71 Exercise price - $21.25 19 5.0 21.25 19 21.25 2016 Grant: Exercise price - $40.95 30 7.8 $ 40.70 7 $ 40.95 Exercise price - $47.51 30 7.8 47.51 8 47.51 Exercise price - $55.11 30 7.8 55.11 7 55.11 Exercise price - $63.93 30 7.8 63.93 8 63.93 2017 Grant: Exercise price - $53.83 85 8.0 $ 53.83 — $ 53.83 Exercise price - $60.03 85 8.0 60.03 — 60.03 Exercise price - $66.93 85 8.0 66.93 — 66.93 Exercise price - $74.63 85 8.0 74.63 — 74.63 The following table presents assumptions used in the Black-Scholes model for the SARS granted in 2017 and 2016. There were no SARS granted in 2015. 2017 2016 Dividend rate — — Risk-free interest rate 2.00 % 1.00 % Expected option life (years) 5.75 5.75 Price volatility 30.84 % 30.00 % As of December 31, 2017 , there was approximately $4.6 million of total unrecognized compensation expense related to the SARS which is expected to be recognized over a weighted-average remaining life of approximately 36.3 months. Restricted Stock and Restricted Stock Units: The Company’s stock-based awards consist of both restricted stock awards and restricted stock units (“RSUs”). As of December 31, 2017 , there was approximately $12.6 million of total unrecognized compensation expense related to restricted stock, which is expected to be recognized over a weighted-average remaining life of approximately 18.1 months. In January 2018, the Board approved restricted stock grants to its officers totaling approximately 125,700 shares. The restricted shares cliff-vest at the conclusion of a three year period based on performance- and time-based contingencies. The Company expects to expense approximately $8.2 million related to those shares pro-ratably over the vesting period on the consolidated statement of income. Restricted Stock Restricted stock awards possess voting rights, are included in the calculation of actual shares outstanding, and include both performance- and time-based contingencies. The grant date fair value of the awards is expensed over the related service or performance period. Time-based shares cliff vest at the conclusion of the required service period, which ranges from one to three years. The performance contingent shares are earned based on the achievement of a cumulative financial performance target over a three -year period and vest at the conclusion of the measurement period. The following table summarizes the activity for restricted stock for the years ended December 31, 2017 , 2016 and 2015 : 2017 2016 2015 (shares in thousands) Shares Weighted-Average Shares Weighted-Average Shares Weighted-Average Unvested beginning of year 644 $ 22.15 653 $ 14.80 766 $ 8.41 Granted during the year 233 54.46 232 28.61 219 21.70 Vested during the year (240 ) 17.49 (234 ) 8.16 (332 ) 4.59 Forfeited during the year (3 ) 46.64 (7 ) 20.82 — — Unvested end of year 634 $ 35.68 644 $ 22.15 653 $ 14.80 RSUs Since RSUs do not possess voting rights, they are not included in the calculation of shares outstanding. The RSUs include a performance-based contingency. The grant date fair value of the awards is expensed over the related performance period. The performance contingent RSUs are earned based on the achievement of a cumulative financial performance target over a three -year period and vest at the conclusion of the measurement period. In 2016 and 2015, the Company granted 33,005 and 33,005 RSUs, respectively, at a weighted-average grant date stock price of $27.68 and $27.82 per share, respectively. There were no RSUs granted in 2017. In January 2018, the cumulative financial performance target was achieved at the maximum performance level for the 33,005 RSUs granted in 2015. Under the terms of the Company's long-term incentive plan, the shares payout for maximum performance is 125% of the target performance or a total of 41,256 shares. Upon vesting, the 41,256 shares will possess voting rights and will be included in the calculation of shares outstanding. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 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 or 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 and tile systems, 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, specialty bath and closet building products, fiberglass and plastic helm systems and components products, wiring and wire harnesses, aluminum fuel tanks, CNC molds and composite parts, and slotwall panels and components. The Manufacturing segment contributed approximately 82% , 82% and 78% of the Company’s net sales for the years ended December 31, 2017 , 2016 and 2015 , 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, in addition to providing transportation and logistics services. The Distribution segment contributed approximately 18% , 18% and 22% of the Company’s net sales for the years ended December 31, 2017 , 2016 and 2015 , respectively. The accounting policies of the segments are the same as those described in Note 2, except that segment data includes intersegment sales. Assets are identified to the segments with the exception of cash, prepaid expenses, land and buildings, and certain deferred assets, which are identified with the corporate division. The corporate division charges rents to the segments for use of the land and buildings based upon estimated market rates. The Company accounts for intersegment sales similar to third party transactions, which reflect current market prices. The Company also records certain income from purchase incentive agreements as corporate division revenue. The Company evaluates the performance of its segments and allocates resources to them based on a variety of indicators including sales, cost of goods sold, operating income, depreciation and amortization, and total identifiable assets as presented in the tables below. The tables below present information about the sales, operating income, segment assets, and certain other items that are either used by or provided to the chief operating decision maker of the Company as of and for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 Manufacturing Distribution Total Net outside sales $ 1,337,785 $ 297,868 $ 1,635,653 Intersegment sales 30,669 2,579 33,248 Total sales 1,368,454 300,447 1,668,901 Cost of goods sold 1,135,783 252,311 1,388,094 Operating income 151,635 18,858 170,493 Identifiable assets 688,177 142,257 830,434 Depreciation and amortization 27,481 3,521 31,002 2016 Manufacturing Distribution Total Net outside sales $ 997,205 $ 224,682 $ 1,221,887 Intersegment sales 23,187 2,898 26,085 Total sales 1,020,392 227,580 1,247,972 Cost of goods sold 853,596 189,263 1,042,859 Operating income 107,105 15,001 122,106 Identifiable assets 421,203 61,725 482,928 Depreciation and amortization 18,553 3,102 21,655 2015 Manufacturing Distribution Total Net outside sales $ 720,411 $ 199,922 $ 920,333 Intersegment sales 17,964 2,565 20,529 Total sales 738,375 202,487 940,862 Cost of goods sold 616,038 170,886 786,924 Operating income 78,582 12,790 91,372 Identifiable assets 300,305 51,677 351,982 Depreciation and amortization 12,676 1,987 14,663 Consolidated net sales by product type were as follows for the years ended December 31, 2017, 2016 and 2015: (thousands) 2017 2016 2015 Decorative interior products and components $ 1,212,917 $ 982,213 $ 733,830 Non-decorative interior products and components 148,001 75,406 59,436 Exterior products and other 274,735 164,268 127,067 Consolidated net sales $ 1,635,653 $ 1,221,887 $ 920,333 A reconciliation of certain line items pertaining to the total reportable segments to the consolidated financial statements as of and for the years ended December 31, 2017 , 2016 and 2015 is as follows (in thousands): 2017 2016 2015 Net sales: Total sales for reportable segments $ 1,668,901 $ 1,247,972 $ 940,862 Elimination of intersegment sales (33,248 ) (26,085 ) (20,529 ) Consolidated net sales $ 1,635,653 $ 1,221,887 $ 920,333 Cost of goods sold: Total cost of goods sold for reportable segments $ 1,388,094 $ 1,042,859 $ 786,924 Elimination of intersegment cost of goods sold (33,248 ) (26,085 ) (20,529 ) Other 1,892 2,644 1,659 Consolidated cost of goods sold $ 1,356,738 $ 1,019,418 $ 768,054 Operating income: Operating income for reportable segments $ 170,493 $ 122,106 $ 91,372 Unallocated corporate expenses (29,219 ) (17,901 ) (12,667 ) Amortization (19,374 ) (13,368 ) (8,787 ) Consolidated operating income $ 121,900 $ 90,837 $ 69,918 Consolidated total assets: Identifiable assets for reportable segments $ 830,434 $ 482,928 $ 351,982 Corporate property and equipment 21,336 38,550 23,611 Current and long-term assets not allocated to segments 11,700 10,630 2,923 Intangibles and other assets not allocated to segments 3,174 2,842 3,068 Consolidated total assets $ 866,644 $ 534,950 $ 381,584 Depreciation and amortization: Depreciation and amortization for reportable segments $ 31,002 $ 21,655 $ 14,663 Corporate depreciation and amortization 2,539 2,707 2,112 Consolidated depreciation and amortization $ 33,541 $ 24,362 $ 16,775 Amortization expense related to intangible assets in the Manufacturing segment for the years ended December 31, 2017 , 2016 and 2015 was $16.2 million , $ 10.6 million and $ 7.1 million , respectively. Intangible assets amortization expense in the Distribution segment was $ 3.1 million , $ 2.7 million and $ 1.7 million in 2017 , 2016 and 2015 , respectively. Unallocated corporate expenses include corporate general and administrative expenses comprised of wages, insurance, taxes, supplies, travel and entertainment, professional fees and other. Major Customers The Company had two customers in the RV market that each accounted for over 10% of the trade receivables balance. One RV customer accounted for approximately 21% and 23% of the trade receivables balance at December 31, 2017 and 2016 . In addition, a second RV customer accounted for approximately 13% of the trade receivables balance at December 31, 2017 . There were no other customers that accounted for more than 10% of the trade receivables balance at December 31, 2017 and 2016 . The Company had two customers in the RV market that each accounted for over 10% of consolidated net sales. One RV customer accounted for approximately 32% , 27% and 29% of consolidated net sales in 2017, 2016 and 2015, respectively. In addition, a second RV customer accounted for approximately 25% , 33% and 32% of consolidated net sales in 2017 , 2016 and 2015 , respectively. |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | QUARTERLY FINANCIAL DATA (UNAUDITED) Selected quarterly financial data for the years ended December 31, 2017 and 2016 is as follows: (thousands except per share data) 1Q 2Q 3Q 4Q 2017 Net sales $ 345,427 $ 407,145 $ 407,511 $ 475,570 $ 1,635,653 Gross profit 57,549 71,500 69,183 80,683 278,915 Net income 17,467 21,260 17,945 29,046 85,718 Net income per common share (1) (2): Basic $ 0.76 $ 0.86 $ 0.73 $ 1.18 $ 3.54 Diluted 0.75 0.85 0.72 1.16 3.48 (thousands except per share data) 1Q 2Q 3Q 4Q 2016 Net sales $ 278,637 $ 315,163 $ 304,151 $ 323,936 $ 1,221,887 Gross profit 45,352 55,284 48,852 52,981 202,469 Net income 12,975 16,969 12,073 13,560 55,577 Net income per common share (1) (2): Basic $ 0.58 $ 0.75 $ 0.53 $ 0.60 $ 2.47 Diluted 0.57 0.74 0.53 0.59 2.43 (1) Basic and diluted net income per common share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted net income per common share information may not equal annual basic and diluted net income per common share. (2) The per share amounts for the first three quarters of 2017 and for all four quarters of 2016 have been retroactively adjusted to reflect the three-for-two stock split of the Company's common stock, which was effected in the form of a common stock dividend paid on December 8, 2017. The Company maintains its financial records on the basis of a fiscal year ending on December 31, with the fiscal quarters spanning thirteen weeks, with the first, second and third quarters ending on the Sunday closest to the end of the first, second and third 13-week periods, respectively. The first three quarters of fiscal year 2017 ended on March 26, 2017, June 25, 2017 and September 24, 2017. The first three quarters of fiscal year 2018 will end on April 1, 2018, July 1, 2018 and September 30, 2018. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS During 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 $1.1 million of various fiberglass and plastic components and wood products to a company with which John A. Forbes was formerly affiliated during the first five months of 2017. In addition, the Company sold approximately $0.4 million of RV component products to DNA Enterprises, Inc. ("DNA"). Walter E. Wells' son serves as the President of DNA. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Convertible Notes Offering / Hedge and Warrant Transactions Convertible Notes On January 22, 2018, the Company issued, in a private placement to qualified institutional buyers, $172.5 million aggregate principal amount of 1.00% Convertible Senior Notes due 2023 (the “Convertible Notes”), which included an additional $22.5 million due to the initial purchasers’ exercise in full of their over-allotment option. The net proceeds from the issuance of the Convertible Notes were approximately $167.8 million , after deducting the initial purchasers’ discounts and commissions but before deducting offering expenses payable by the Company and the net cost of the convertible note hedge and warrant transactions described below. The Convertible Notes are senior unsecured obligations of the Company and pay interest semi-annually on February 1 and August 1 of each year at an annual rate of 1.00% . The Convertible Notes will mature on February 1, 2023 unless earlier repurchased or converted in accordance with their terms. The Convertible Notes are convertible, in certain circumstances and subject to certain conditions, into cash, shares of common stock of the Company, or a combination thereof, at the Company’s election. The initial conversion rate for the Convertible Notes is 11.3785 shares of common stock of the Company per $1,000 principal amount of the Convertible Notes, which is equal to an initial conversion price of approximately $87.89 per share of the Company’s common stock. If an event of default on the Convertible Notes occurs, the principal amount of the Convertible Notes, plus accrued and unpaid interest (including additional interest, if any) may be declared immediately due and payable, subject to certain conditions. Convertible Note Hedge Transactions and Warrant Transactions In connection with the Convertible Notes offering, the Company entered into convertible note hedge transactions with certain of the initial purchasers of the Convertible Notes (the "Convertible Note Hedge Transactions"). In addition, the Company entered into separate, privately negotiated warrant transactions with each of the counterparties to the Convertible Note Hedge Transactions relating to the same number of shares of the Company’s common stock underlying the Convertible Note Hedge Transactions, subject to customary anti-dilution adjustments, with an initial strike price of $87.89 per share (the "Warrant Transactions"). The Convertible Note Hedge Transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes. However, the Warrant Transactions could separately have a dilutive effect on the Company's common stock to the extent that the market price per share of the common stock exceeds the strike price of the warrants. On January 22, 2018, the Company used a portion of the net proceeds from the offering to pay $31.5 million associated with the cost of the Convertible Note Hedge Transactions. Concurrently, the Company received proceeds of $18.1 million related to the Warrant Transactions. The net proceeds were used to reduce borrowings under the 2015 Revolver in the first quarter of 2018. |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company ships product based on specific orders from customers and revenue is recognized at the time of passage of title and risk of loss to the customer, which is generally upon delivery. The Company’s selling price is fixed and determined at the time of shipment and collectability is reasonably assured and not contingent upon the customer’s use or resale of the product. The Company records freight billed to customers in net sales. The corresponding costs incurred for shipping and handling related to these customer billed freight costs are recorded in warehouse and delivery expenses and aggregated $2.7 million , $1.4 million and $1.1 million for 2017 , 2016 and 2015 , respectively. Estimated costs related to customer volume rebates and sales incentives are accrued as a reduction of revenue at the time products are sold . |
Costs and Expenses | Costs and Expenses Cost of goods sold includes material costs, direct and indirect labor, overhead expenses, inbound freight charges, inspection costs, internal transfer costs, receiving costs, and other costs. Warehouse and delivery expenses include salaries and wages, building rent and insurance, and other overhead costs related to distribution operations and delivery costs related to the shipment of finished and distributed products to customers. Purchasing costs are included in selling, general and administrative (“SG&A”) expenses. |
Share Based Compensation | Stock Based Compensation Compensation expense related to the fair value of stock awards as of the grant date is calculated based on the Company’s closing stock price on the date of grant. In addition, the Company estimates the fair value of all stock option and stock appreciation rights (“SARS”) awards as of the grant date by applying the Black-Scholes option-pricing model. The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense and include the dividend yield and exercise price. Expected volatilities take into consideration the historical volatility of the Company’s common stock. The expected term of options and SARS represents the period of time that the options and SARS granted are expected to be outstanding based on historical Company trends. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for instruments of a similar term. |
Income Per Common Share | 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. See Note 13 for the calculation of both basic and diluted net income per common share. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. |
Trade Receivables | Trade Receivables Trade receivables consist primarily of amounts due to the Company from its normal business activities. In assessing the carrying value of its trade receivables, the Company estimates the recoverability by making assumptions based on factors such as current overall and industry-specific economic conditions, historical and anticipated customer performance, historical write-off and collection experience, the level of past-due amounts, and specific risks identified in the trade receivables portfolio. |
Inventories | Inventories Inventories are stated at the lower of cost (First-In, First-Out (FIFO) Method) and net realizable value. Based on the inventory aging and other considerations for realizable value, the Company writes down the carrying value to net realizable value where appropriate. The Company reviews inventory on-hand and records provisions for obsolete inventory based on current assessments of future demand, market conditions, and related management initiatives. Any significant unanticipated changes in demand could have a significant impact on the value of the Company’s inventory and operating results. The cost of manufactured inventories includes raw materials, inbound freight, labor and overhead. The Company’s distribution inventories include the cost of raw materials and inbound freight. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment (“PP&E”) is generally recorded at cost. However, PP&E acquired in connection with an acquisition is recorded at fair value. Depreciation is computed primarily by the straight-line method applied to individual items based on estimated useful lives, which generally range from 10 to 30 years for buildings and improvements, and from three to seven years for machinery, equipment and transportation equipment. Leasehold improvements are amortized over the lesser of their useful lives or the related lease term. When properties are retired or disposed, the costs and accumulated depreciation are eliminated and the resulting profit or loss is recognized in the results of operations. Long-lived assets other than goodwill and intangible assets that are held for sale are recorded at the lower of the carrying value or the fair market value less the estimated cost to sell. The recoverability of PP&E is evaluated whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, primarily based on estimated selling price, appraised value or projected future cash flows. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Assets and liabilities acquired in business combinations are accounted for using the purchase method and are recorded at their respective fair values. Upon acquisition, goodwill and other intangible assets are assigned to reporting units which are one level below the Company’s business segments. Goodwill and indefinite-lived intangible assets are not amortized but are subject to an annual (or under certain circumstances more frequent) impairment test based on their estimated fair value. The Company performs the required test for goodwill and indefinite-lived intangible assets impairment in the fourth quarter, or more frequently, if events or changes in circumstances indicate that the carrying value may exceed the fair value. Finite-lived intangible assets relate to customer relationships and non-compete agreements. 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. Intangible assets acquired in business combinations are initially recorded at their estimated fair values as determined by an income valuation approach using Level III fair value inputs. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets When events or conditions warrant, the Company evaluates the recoverability of long-lived assets other than goodwill and indefinite-lived intangible assets and considers whether these assets are impaired. The Company assesses the recoverability of these assets based upon several factors, including management's intention with respect to the assets and their projected future undiscounted cash flows. If projected undiscounted cash flows are less than the carrying amount of the assets, the Company adjusts the carrying amounts of such assets to their estimated fair value. A significant adverse change in the Company’s business climate in future periods could result in a significant loss of market share or the inability to achieve previously projected revenue growth and could lead to a required assessment of the recoverability of the Company’s long-lived assets, which may subsequently result in an impairment charge. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs are classified as non-current assets on the statement of financial position and are amortized over the life of the related debt or credit facility using the straight-line method. The consolidated statements of financial position at December 31, 2017 and 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 presented as a reduction in long-term debt outstanding. The classification is the result of the Company's adoption of an accounting standard in the first quarter of 2016 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 consolidated statements of financial position for the periods presented because the standard does not apply to line-of-credit arrangements. |
Financial Instruments | Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, trade receivables, debt and accounts payable. The Company believes cash and cash equivalents, trade receivables, and accounts payable are recorded at amounts that approximate their current market values because of the relatively short maturities of these financial instruments. The carrying value of the long-term debt instruments approximates the fair value based upon terms and conditions available to the Company in comparison to the terms and conditions of the outstanding debt. |
Income Taxes | Income Taxes Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are recognized in the current year to the extent future deferred tax liability timing differences are expected to reverse. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets may not be realized. The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Recent Accounting Pronouncements | Revenue Recognition In May 2014 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (commonly referred to as ASC 606), which requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The new guidance requires enhanced disclosures, including revenue recognition policies to identify performance obligations and significant judgments in measurement and recognition of revenue. The FASB subsequently issued additional ASUs to clarify certain elements of the new revenue recognition guidance that have the same effective date and transition date. In August 2015, the FASB deferred the effective date of this ASU by one year, which becomes effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. ASC 606 may be adopted either retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the guidance recognized as an adjustment to opening retained earnings at the date of initial application (modified retrospective method). The Company will adopt ASC 606 effective January 1, 2018 under the modified retrospective method. Under this method, previously presented years’ financial positions and results would not be adjusted; however, certain disclosures are required to be presented for comparability to prior years’ results. As permitted under the transition rules, the Company will apply ASC 606 to only those contracts that do not meet the definition of a completed contract at January 1, 2018, which represents contracts for which all of the revenues have not been recognized in accordance with the Company’s revenue recognition policy under previous guidance as of the date of initial application of ASC 606. The Company established an implementation team and engaged external advisers to develop a multi-phase plan to assess the Company’s business and contracts, as well as any changes to processes or systems to adopt the requirements of the new standard. Based upon the evaluation to date, including the application of ASC 606’s five-step model, and the review of current accounting policies and practices to the recognition of revenue, the Company has concluded that the adoption of the new revenue standard will not have a material impact on its revenues, results of operations or financial position. The Company expects that its performance obligations under ASC 606 will generally be consistent with its deliverables or units of accounting under the Company’s previous revenue recognition policy. In addition, based on the assessment regarding timing of transfer of control, the Company has determined that the timing of revenue recognition under ASC 606 would continue to be at a point-in-time upon transfer of control, which is consistent with its revenue recognition policy under previous guidance and occurs at the time of passage of title and risk of loss to the customer. The Company does not expect that the adoption of ASC 606 will result in any changes to contract acquisition costs due to the adoption of the practical expedient discussed further below or contract fulfillment costs, as the Company does not incur any significant pre-production or other costs that would require capitalization under ASC 606. Based on the evaluation of certain contract options, the Company has determined that such options do not provide a material right and therefore need not be accounted for as separate performance obligations which is consistent with its revenue recognition policy under previous guidance. The Company has reached conclusions on key accounting assessments and has substantially completed the implementation of new processes for the accounting under the new standard which include additional internal controls over financial reporting. The conclusions about the Company’s adoption of ASC 606 represents management’s best estimate at the time of the preparation of this Annual Report on Form 10-K and is subject to the completion of the Company’s implementation of the adoption of ASC 606 which will occur in the first quarter of 2018, including the final evaluation of standalone selling price and the impact of acquisitions completed in the fourth quarter of 2017. The Company has elected certain practical expedients and will make certain policy elections as permitted under ASC 606 as follows: • Adopt the practical expedient related to not adjusting the promised amount of consideration for the effects of a significant financing component if the period between transfer of product and customer payment is less than one year; • Make the accounting policy election to exclude sales and similar taxes from the transaction price; • Adopt the practical expedient to expense the costs to obtain a contract upon incurrence of the liability if the amortization period is one year or less; • Make the accounting policy election to treat shipping and handling costs that occur after control transfers as fulfillment activities instead of assessing such activities as separate performance obligations; • Adopt the practical expedient to use a portfolio approach and apply ASC 606 to a portfolio of contracts (or performance obligations) if the impact would not differ materially from applying ASC 606 to individual contracts (or performance obligations); and • Make the accounting policy election to not assess promised goods or services as performance obligations if they are immaterial in the context of the contract with the customer. The Company expects that the adoption of ASC 606 will result in additional disclosures including with respect to the disaggregation of revenue by market, additional information with respect to the Company’s performance obligations and the significant judgments required by the Company to comply with ASC 606. These additional disclosures will be included in the Company’s report on Form 10-Q for the first quarter of 2018. In addition, under the modified retrospective method, the Company will be required to disclose for the first year subsequent to adoption any significant revenue recognition differences under ASC 606 from what would have been recorded by the Company had historical revenue recognition guidance continued to be in effect for 2018. The Company will also be required to disclose the amount of each account impacted as a result of the adoption of ASC 606 and what that amount would have been under previous revenue recognition guidance during 2018. The Company continues to update and enhance its internal controls over financial reporting and financial statement disclosure controls related to the adoption of ASC 606 and in particular with respect to the added financial statement disclosures that will be required. 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 established an implementation team to develop a plan to assess changes to processes and systems necessary to adopt the new standard. Adopting this new accounting standard is expected to have a material impact on the reporting of lease assets and lease liabilities on the consolidated statements of financial position related to lease arrangements and is not expected to have a material impact on the consolidated statements of financial position as a whole or on the results of operations or cash flows. 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 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 was 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 $1.3 million related to the settlement of share-based compensation that were realized in 2016, and previously recorded in additional paid-in capital, were reclassified as a reduction to income tax expense of $1.3 million on the consolidated statement of income for the year ended December 31, 2016. In addition, as required under the new standard, cash paid by directly withholding shares for tax withholding purposes of $1.2 million was reclassified from operating activities to financing activities in the consolidated statement of cash flows for the year ended December 31, 2015. Furthermore, the Company elected to change its accounting policy to account for forfeitures for share-based awards when they occur. In addition, in May 2017, the FASB issued a new accounting standard that provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017 and early adoption was permitted. As the Company does not have a history of modifying share-based payment awards, it does not believe the updated requirements will have an impact on its consolidated financial statements. 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 was permitted. The Company will adopt the new standard as of January 1, 2018 as required and has determined that its implementation will not have a material impact on the Company's 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 with 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 will have on its 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 and may be applied on a retrospective basis with early adoption permitted. The Company will adopt the new standard as of January 1, 2018 as required and has determined that its implementation will not have a material impact on the Company's consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule for the changes in the allowance for doubtful accounts | The following table summarizes the changes in the allowance for doubtful accounts: (thousands) 2017 2016 2015 Balance at January 1 $ 92 $ 150 $ 175 Provisions made during the year 1,192 415 471 Write-offs (1,112 ) (473 ) (497 ) Recoveries during the year 8 — 1 Balance at December 31 $ 180 $ 92 $ 150 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of assets acquired and liabilities assumed | 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 $ 2,233 $ 2,605 $ 1,713 $ 118 $ 3,100 $ 1,342 $ 1,200 $ — $ 9,911 LPE 5,848 5,162 9,225 337 32,360 40,511 6,358 13,791 73,294 Wire Design 615 437 555 21 5,360 4,282 491 — 10,779 Baymont (1) — 1,205 1,750 — 2,241 3,212 50 — 8,358 Indiana Transport 6,385 — 3,550 1,309 31,390 19,272 2,558 — 59,348 LMI 11,063 9,143 4,000 984 36,110 26,492 8,316 — 79,476 Nickell 1,944 1,159 933 — 6,179 3,243 1,152 — 12,306 Other — 250 2,508 — — 828 124 — 3,462 2017 Totals $ 28,088 $ 19,961 $ 24,234 $ 2,769 $ 116,740 $ 99,182 $ 20,249 $ 13,791 $ 256,934 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 — 6,315 2,772 154 — 11,200 BHE 2,922 3,801 1,794 — 21,140 15,716 1,508 8,865 35,000 Sigma/KRA 2,039 1,820 935 7 13,495 9,533 1,708 — 26,121 2016 Totals $ 12,120 $ 18,100 $ 14,442 $ 195 $ 72,830 $ 40,087 $ 9,994 $ 8,865 $ 138,915 2015 Better Way $ 4,901 $ 1,829 $ 3,907 $ 80 $ 20,030 $ 11,087 $ 1,349 $ — $ 40,485 SCI 1,407 482 750 5 9,535 8,596 734 — 20,041 North American 8,924 19,189 5,959 139 36,185 17,463 8,209 — 79,650 2015 Totals $ 15,232 $ 21,500 $ 10,616 $ 224 $ 65,750 $ 37,146 $ 10,292 $ — $ 140,176 (1) Total net assets acquired for Baymont include the preliminary estimated liability of $5.1 million pertaining to the fair value of the contingent consideration based on future performance. The actual net cash paid for the Baymont acquisition of $3.3 million is included in "Cash Flows from Investing Activities - Business Acquisitions" on the consolidated statement of cash flows for the year ended December 31, 2017. |
Schedule of pro forma information | (thousands except per share data) 2017 2016 Revenue $ 1,854,078 $ 1,556,781 Net income 98,394 74,239 Basic net income per common share 4.06 3.30 Diluted net income per common share 3.99 3.24 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories as of December 31, 2017 and 2016 consist of the following classes: (thousands) 2017 2016 Raw materials $ 96,846 $ 70,148 Work in process 10,720 7,659 Finished goods 22,936 13,300 Less: reserve for inventory obsolescence (3,087 ) (2,724 ) Total manufactured goods, net 127,415 88,383 Materials purchased for resale (distribution products) 49,392 32,869 Less: reserve for inventory obsolescence (1,537 ) (1,233 ) Total materials purchased for resale (distribution products), net 47,855 31,636 Total inventories $ 175,270 $ 120,019 |
Summary of reserve for inventory obsolescence | The following table summarizes the reserve for inventory obsolescence: (thousands) 2017 2016 2015 Balance at January 1 $ 3,957 $ 3,508 $ 1,816 Charged to operations 4,325 2,542 3,402 Deductions from reserves (3,658 ) (2,093 ) (1,710 ) Balance at December 31 $ 4,624 $ 3,957 $ 3,508 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment, net, consists of the following classes at December 31, 2017 and 2016 : (thousands) 2017 2016 Land and improvements $ 6,624 $ 3,260 Building and improvements 45,416 41,064 Machinery and equipment 139,443 107,159 Transportation equipment 3,602 2,820 Leasehold improvements 8,354 6,862 Property, plant and equipment, at cost 203,439 161,165 Less: accumulated depreciation and amortization (84,953 ) (75,682 ) Property, plant and equipment, net $ 118,486 $ 85,483 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2015 $ 62,285 $ 6,321 $ 68,606 Acquisitions 38,138 2,980 41,118 Adjustment to prior year preliminary purchase price allocation 169 — 169 Balance - December 31, 2016 100,592 9,301 109,893 Acquisitions 79,910 19,272 99,182 Adjustment to prior year preliminary purchase price allocation (1,031 ) — (1,031 ) Balance - December 31, 2017 $ 179,471 $ 28,573 $ 208,044 |
Schedule of intangible assets, net | Intangible assets, net consist of the following at December 31, 2017 and 2016 : (thousands) 2017 Weighted 2016 Weighted Customer relationships $ 239,053 10.2 $ 140,657 10.2 Non-compete agreements 15,564 4.2 13,413 3.6 Trademarks 60,448 Indefinite 42,741 Indefinite 315,065 196,811 Less: accumulated amortization (51,598 ) (32,272 ) Intangible assets, net $ 263,467 $ 164,539 |
Schedule of changes in intangible assets | Changes in the carrying value of intangible assets for the years ended December 31, 2017 and 2016 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2015 $ 95,359 $ 11,400 $ 106,759 Acquisitions 65,257 6,010 71,267 Amortization (10,644 ) (2,724 ) (13,368 ) Adjustment to prior year preliminary purchase price allocation (119 ) — (119 ) Balance - December 31, 2016 149,853 14,686 164,539 Acquisitions 85,350 31,390 116,740 Amortization (16,225 ) (3,149 ) (19,374 ) Adjustment to prior year preliminary purchase price allocation 1,562 — 1,562 Balance - December 31, 2017 $ 220,540 $ 42,927 $ 263,467 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of total debt outstanding | A summary of total debt outstanding at December 31, 2017 and 2016 is as follows: (thousands) 2017 2016 Long-term debt: 2015 Revolver $ 287,397 $ 190,427 Term Loan 66,960 82,726 Total long-term debt 354,357 273,153 Less: current maturities of long-term debt (15,766 ) (15,766 ) Less: net deferred financing costs related to Term Loan (480 ) (576 ) Total long-term debt, less current maturities, net $ 338,111 $ 256,811 |
Schedule of required financial covenants | The required maximum consolidated total leverage ratio and the minimum consolidated fixed charge coverage ratio compared to the actual amounts as of and for the fiscal period ended December 31, 2017 are as follows: Required Actual Consolidated total leverage ratio (12-month period) 3.00 1.78 Consolidated fixed charge coverage ratio (12-month period) 1.50 4.39 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities as of December 31, 2017 and 2016 include the following: (thousands) 2017 2016 Employee compensation and benefits $ 21,797 $ 12,845 Property taxes 2,173 1,881 Customer incentives 6,237 4,665 Other 6,343 4,184 Total accrued liabilities $ 36,550 $ 23,575 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of the provisions for income taxes | The provision for income taxes for the years ended December 31, 2017 , 2016 and 2015 consists of the following: (thousands) 2017 2016 2015 Current: Federal $ 27,833 $ 24,205 $ 21,554 State 6,036 4,430 3,625 Total current 33,869 28,635 25,179 Deferred: Federal (6,289 ) (474 ) (1,563 ) State (188 ) (86 ) (236 ) Total deferred (6,477 ) (560 ) (1,799 ) Income taxes $ 27,392 $ 28,075 $ 23,380 |
Schedule of the reconciliation of differences between income taxes and tax provisions | A reconciliation of the differences between the actual provision for income taxes and the tax provisions for income taxes at the federal statutory income tax rate of 35% for each of the years ended December 31, 2017 , 2016 and 2015 is as follows: (thousands) 2017 2016 2015 Rate applied to pretax income $ 39,588 35.0 % $ 29,278 35.0 % $ 22,960 35.0 % State taxes, net of federal tax effect 4,060 3.6 2,818 3.4 2,654 4.0 Remeasurement of net deferred tax liabilities (7,699 ) (6.8 ) — — — — Excess tax benefit on stock-based compensation (6,009 ) (5.3 ) (1,256 ) (1.5 ) — — Other (2,548 ) (2.3 ) (2,765 ) (3.3 ) (2,234 ) (3.4 ) Income taxes $ 27,392 24.2 % $ 28,075 33.6 % $ 23,380 35.6 % |
Schedule of deferred tax assets and liabilities | The composition of the deferred tax assets and liabilities as of December 31, 2017 and 2016 is as follows: (thousands) 2017 2016 Long-term deferred income tax assets (liabilities): Trade receivables allowance $ 48 $ 36 Inventory capitalization 1,646 1,142 Accrued expenses 4,005 4,248 Deferred compensation 473 701 Inventory reserves 1,154 1,501 State NOL Carryforwards — 13 Share based compensation 3,875 3,983 Pension liability 2 13 Other 8 — Intangibles (16,042 ) (9,467 ) Depreciation expense (8,254 ) (6,658 ) Prepaid expenses (555 ) (500 ) Deferred tax liabilities, net $ (13,640 ) $ (4,988 ) |
STOCK REPURCHASE PROGRAMS (Tabl
STOCK REPURCHASE PROGRAMS (Tables) | 12 Months Ended |
Dec. 31, 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: Year Shares Total Cost Average Price 2013 916,492 $ 6,078 $ 6.63 2014 775,688 13,928 17.96 2015 927,836 22,637 24.40 2016 105,954 2,865 27.04 Total stock repurchases under 2013 Repurchase Plan 2,725,970 45,508 16.69 2016 Repurchase Plan 75,153 2,349 31.25 Total cumulative stock repurchases 2,801,123 $ 47,857 $ 17.09 |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | Income per common share is calculated for the years ended December 31, 2017 , 2016 and 2015 as follows: (thousands except per share data) 2017 2016 2015 Net income for basic and diluted per share calculation $ 85,718 $ 55,577 $ 42,219 Weighted average common shares outstanding - basic 24,230 22,520 22,984 Effect of potentially dilutive securities 413 376 270 Weighted average common shares outstanding - diluted 24,643 22,896 23,254 Basic net income per common share $ 3.54 $ 2.47 $ 1.84 Diluted net income per common share $ 3.48 $ 2.43 $ 1.81 |
LEASE COMMITMENTS (Tables)
LEASE COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of future minimum lease payments | At December 31, 2017 , future minimum lease payments required under facility and equipment operating leases that have initial or remaining non-cancelable lease terms in excess of one year are as follows: (thousands) Facility Leases Equipment Leases 2018 $ 14,400 $ 4,540 2019 12,227 3,654 2020 8,457 2,673 2021 4,883 1,737 2022 1,492 1,026 Thereafter 172 1,631 Total minimum lease payments $ 41,631 $ 15,261 |
COMPENSATION PLANS (Tables)
COMPENSATION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of award activity | The following table summarizes the activity for restricted stock for the years ended December 31, 2017 , 2016 and 2015 : 2017 2016 2015 (shares in thousands) Shares Weighted-Average Shares Weighted-Average Shares Weighted-Average Unvested beginning of year 644 $ 22.15 653 $ 14.80 766 $ 8.41 Granted during the year 233 54.46 232 28.61 219 21.70 Vested during the year (240 ) 17.49 (234 ) 8.16 (332 ) 4.59 Forfeited during the year (3 ) 46.64 (7 ) 20.82 — — Unvested end of year 634 $ 35.68 644 $ 22.15 653 $ 14.80 |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of option activity | The following table summarizes the Company’s option activity during the years ended December 31, 2017 , 2016 and 2015 for the options granted in 2009, 2013 and 2016: Years ended December 31 2017 2016 2015 (shares in thousands) Shares Weighted Shares Weighted Shares Weighted Total Options: Outstanding beginning of year 288 $ 23.59 343 $ 10.84 516 $ 10.83 Granted during the year 340 53.83 121 40.95 — — Forfeited during the year — — — — — — Exercised during the year (80 ) 11.62 (176 ) 10.62 (173 ) 10.79 Outstanding end of year 548 $ 44.07 288 $ 23.59 343 $ 10.84 Vested Options: Vested during the year 30 $ 40.95 150 $ 12.30 150 $ 12.30 Eligible end of year for exercise 118 $ 18.36 168 $ 11.08 194 $ 9.71 Aggregate intrinsic value ($ in thousands): Total options outstanding $ 13,932 $ 7,869 $ 6,234 Options exercisable $ 6,037 $ 6,671 $ 3,729 Options exercised $ 2,601 $ 4,024 $ 3,151 Weighted average fair value of options granted during the year $ 17.76 $ 12.36 N/A |
Schedule of outstanding and exercisable options by exercise price | A summary of options outstanding and exercisable at December 31, 2017 is as follows: (shares in thousands) Options Outstanding Options Exercisable 2009 Grants: Shares Remaining Contractual Exercise Shares Exercise Exercise price - $0.33 2 1.4 $ 0.33 2 $ 0.33 Exercise price - $0.78 11 1.4 $ 0.78 11 $ 0.78 2013 Grant: Exercise price - $12.30 75 5.0 $ 12.30 75 $ 12.30 2016 Grant: Exercise price - $40.95 120 7.8 $ 40.95 30 $ 40.95 2017 Grant: Exercise price - $53.83 340 8.0 $ 53.83 — $ 53.83 |
Schedule of Black-Scholes model for awards granted | The following table presents assumptions used in the Black-Scholes model for the stock options granted in 2017 and 2016. There were no stock options granted in 2015. 2017 2016 Dividend rate — — Risk-free interest rate 2.00 % 1.00 % Expected option life (years) 5.75 5.75 Price volatility 30.84 % 30.00 % |
Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of option activity | The following table summarizes the Company’s SARS activity during the years ended December 31, 2017 , 2016 and 2015 for the SARS granted in 2016 and 2017, as well as for SARS granted in 2013: Years ended December 31 2017 2016 2015 (shares in thousands) Shares Weighted Shares Weighted Shares Weighted Total SARS: Outstanding beginning of year 270 $ 32.29 300 $ 16.50 450 $ 16.50 Granted during the year 340 63.85 120 51.87 — — Forfeited during the year — — — — — — Exercised during the year (75 ) 16.50 (150 ) 16.50 (150 ) 16.50 Outstanding end of year 535 $ 54.53 270 $ 32.29 300 $ 16.50 Vested SARS: Vested during the year 30 $ 51.87 150 $ 16.50 150 $ 16.50 Eligible end of year for exercise 105 $ 26.66 150 $ 16.50 150 $ 16.50 Aggregate intrinsic value ($ in thousands): Total SARS outstanding $ 8,458 $ 5,556 $ 3,749 SARS exercisable $ 4,521 $ 5,155 $ 1,875 SARS exercised $ 3,822 $ 2,379 2,252 Weighted average fair value of SARS granted during the year $ 14.66 $ 9.30 N/A |
Schedule of outstanding and exercisable options by exercise price | A summary of SARS outstanding and exercisable at December 31, 2017 is as follows: SARS Outstanding SARS Exercisable (shares in thousands) Shares Remaining Contractual Exercise Shares Exercise 2013 Grant: Exercise price - $12.30 18 5.0 $ 12.30 18 $ 12.30 Exercise price - $14.75 19 5.0 14.75 19 14.75 Exercise price - $17.71 19 5.0 17.71 19 17.71 Exercise price - $21.25 19 5.0 21.25 19 21.25 2016 Grant: Exercise price - $40.95 30 7.8 $ 40.70 7 $ 40.95 Exercise price - $47.51 30 7.8 47.51 8 47.51 Exercise price - $55.11 30 7.8 55.11 7 55.11 Exercise price - $63.93 30 7.8 63.93 8 63.93 2017 Grant: Exercise price - $53.83 85 8.0 $ 53.83 — $ 53.83 Exercise price - $60.03 85 8.0 60.03 — 60.03 Exercise price - $66.93 85 8.0 66.93 — 66.93 Exercise price - $74.63 85 8.0 74.63 — 74.63 |
Schedule of Black-Scholes model for awards granted | The following table presents assumptions used in the Black-Scholes model for the SARS granted in 2017 and 2016. There were no SARS granted in 2015. 2017 2016 Dividend rate — — Risk-free interest rate 2.00 % 1.00 % Expected option life (years) 5.75 5.75 Price volatility 30.84 % 30.00 % |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | The tables below present information about the sales, operating income, segment assets, and certain other items that are either used by or provided to the chief operating decision maker of the Company as of and for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 Manufacturing Distribution Total Net outside sales $ 1,337,785 $ 297,868 $ 1,635,653 Intersegment sales 30,669 2,579 33,248 Total sales 1,368,454 300,447 1,668,901 Cost of goods sold 1,135,783 252,311 1,388,094 Operating income 151,635 18,858 170,493 Identifiable assets 688,177 142,257 830,434 Depreciation and amortization 27,481 3,521 31,002 2016 Manufacturing Distribution Total Net outside sales $ 997,205 $ 224,682 $ 1,221,887 Intersegment sales 23,187 2,898 26,085 Total sales 1,020,392 227,580 1,247,972 Cost of goods sold 853,596 189,263 1,042,859 Operating income 107,105 15,001 122,106 Identifiable assets 421,203 61,725 482,928 Depreciation and amortization 18,553 3,102 21,655 2015 Manufacturing Distribution Total Net outside sales $ 720,411 $ 199,922 $ 920,333 Intersegment sales 17,964 2,565 20,529 Total sales 738,375 202,487 940,862 Cost of goods sold 616,038 170,886 786,924 Operating income 78,582 12,790 91,372 Identifiable assets 300,305 51,677 351,982 Depreciation and amortization 12,676 1,987 14,663 |
Schedule of net sales by product type | Consolidated net sales by product type were as follows for the years ended December 31, 2017, 2016 and 2015: (thousands) 2017 2016 2015 Decorative interior products and components $ 1,212,917 $ 982,213 $ 733,830 Non-decorative interior products and components 148,001 75,406 59,436 Exterior products and other 274,735 164,268 127,067 Consolidated net sales $ 1,635,653 $ 1,221,887 $ 920,333 |
Reconciliation of other significant reconciling items from segments | A reconciliation of certain line items pertaining to the total reportable segments to the consolidated financial statements as of and for the years ended December 31, 2017 , 2016 and 2015 is as follows (in thousands): 2017 2016 2015 Net sales: Total sales for reportable segments $ 1,668,901 $ 1,247,972 $ 940,862 Elimination of intersegment sales (33,248 ) (26,085 ) (20,529 ) Consolidated net sales $ 1,635,653 $ 1,221,887 $ 920,333 Cost of goods sold: Total cost of goods sold for reportable segments $ 1,388,094 $ 1,042,859 $ 786,924 Elimination of intersegment cost of goods sold (33,248 ) (26,085 ) (20,529 ) Other 1,892 2,644 1,659 Consolidated cost of goods sold $ 1,356,738 $ 1,019,418 $ 768,054 Operating income: Operating income for reportable segments $ 170,493 $ 122,106 $ 91,372 Unallocated corporate expenses (29,219 ) (17,901 ) (12,667 ) Amortization (19,374 ) (13,368 ) (8,787 ) Consolidated operating income $ 121,900 $ 90,837 $ 69,918 Consolidated total assets: Identifiable assets for reportable segments $ 830,434 $ 482,928 $ 351,982 Corporate property and equipment 21,336 38,550 23,611 Current and long-term assets not allocated to segments 11,700 10,630 2,923 Intangibles and other assets not allocated to segments 3,174 2,842 3,068 Consolidated total assets $ 866,644 $ 534,950 $ 381,584 Depreciation and amortization: Depreciation and amortization for reportable segments $ 31,002 $ 21,655 $ 14,663 Corporate depreciation and amortization 2,539 2,707 2,112 Consolidated depreciation and amortization $ 33,541 $ 24,362 $ 16,775 |
QUARTERLY FINANCIAL INFORMATI43
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial data | Selected quarterly financial data for the years ended December 31, 2017 and 2016 is as follows: (thousands except per share data) 1Q 2Q 3Q 4Q 2017 Net sales $ 345,427 $ 407,145 $ 407,511 $ 475,570 $ 1,635,653 Gross profit 57,549 71,500 69,183 80,683 278,915 Net income 17,467 21,260 17,945 29,046 85,718 Net income per common share (1) (2): Basic $ 0.76 $ 0.86 $ 0.73 $ 1.18 $ 3.54 Diluted 0.75 0.85 0.72 1.16 3.48 (thousands except per share data) 1Q 2Q 3Q 4Q 2016 Net sales $ 278,637 $ 315,163 $ 304,151 $ 323,936 $ 1,221,887 Gross profit 45,352 55,284 48,852 52,981 202,469 Net income 12,975 16,969 12,073 13,560 55,577 Net income per common share (1) (2): Basic $ 0.58 $ 0.75 $ 0.53 $ 0.60 $ 2.47 Diluted 0.57 0.74 0.53 0.59 2.43 (1) Basic and diluted net income per common share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted net income per common share information may not equal annual basic and diluted net income per common share. (2) The per share amounts for the first three quarters of 2017 and for all four quarters of 2016 have been retroactively adjusted to reflect the three-for-two stock split of the Company's common stock, which was effected in the form of a common stock dividend paid on December 8, 2017. |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | Dec. 08, 2017 | Dec. 31, 2017facilitysegmentstate |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of manufacturing plants | 82 | |
Number of distribution facilities | 22 | |
Number of states in which entity operates | state | 20 | |
Number of business segments | segment | 2 | |
Stock split conversion ratio | 1.5 |
SUMMARY OF SIGNIFICANT ACCOUN45
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Freight costs | $ 2,700,000 | $ 1,400,000 | $ 1,100,000 |
Goodwill and intangible asset impairments | $ 0 | $ 0 | $ 0 |
Building and improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 10 years | ||
Building and improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 30 years | ||
Machinery and equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Machinery and equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN46
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Changes in the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at January 1 | $ 92 | $ 150 | $ 175 |
Provision for bad debts | 1,192 | 415 | 471 |
Write-offs | (1,112) | (473) | (497) |
Recoveries during the year | 8 | 0 | 1 |
Balance at December 31 | $ 180 | $ 92 | $ 150 |
RECENTLY ISSUED ACCOUNTING PR47
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Additional paid-in-capital | $ (8,243) | $ (8,243) | |
Income taxes | (27,392) | (28,075) | $ (23,380) |
Decrease in net cash provided by operating activities | (99,901) | (97,147) | (66,856) |
Increase to net cash provided by financing activities | $ 169,554 | 63,213 | 80,495 |
New Accounting Pronouncement, Early Adoption, Effect [Member] | Accounting Standards Update 2016-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Additional paid-in-capital | 1,300 | ||
Income taxes | $ 1,300 | ||
Decrease in net cash provided by operating activities | 1,200 | ||
Increase to net cash provided by financing activities | $ 1,200 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 36 Months Ended | ||||||||||||||||||
Feb. 28, 2018USD ($) | Dec. 31, 2017USD ($) | Nov. 30, 2017USD ($) | Sep. 24, 2017USD ($) | Jul. 31, 2017USD ($) | Apr. 30, 2017USD ($)company | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 31, 2016USD ($) | Jun. 30, 2016USD ($) | May 31, 2016USD ($) | Mar. 31, 2016USD ($)facility | Feb. 29, 2016USD ($) | Sep. 30, 2015USD ($) | May 31, 2015USD ($) | Feb. 28, 2015USD ($) | Dec. 31, 2017USD ($) | Mar. 26, 2017USD ($) | Sep. 24, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($)companybusiness | |
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of businesses acquired | business | 17 | ||||||||||||||||||||||
Number of companies acquired | company | 25 | ||||||||||||||||||||||
Operating income | $ 121,900 | $ 90,837 | $ 69,918 | ||||||||||||||||||||
Pro forma amortization expense | 6,700 | 13,200 | |||||||||||||||||||||
Medallion [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 9,900 | ||||||||||||||||||||||
Indiana Transport [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 59,300 | ||||||||||||||||||||||
LMI [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 79,500 | ||||||||||||||||||||||
Nickell [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 12,300 | ||||||||||||||||||||||
Acquired Entities [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Revenues | 109,700 | 92,300 | 101,100 | ||||||||||||||||||||
Operating income | 13,100 | $ 10,300 | $ 11,800 | ||||||||||||||||||||
Parkland [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 25,200 | ||||||||||||||||||||||
Percent of common stock acquired | 100.00% | ||||||||||||||||||||||
Progressive [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 10,900 | ||||||||||||||||||||||
Number of facilities acquired | facility | 6 | ||||||||||||||||||||||
Cana [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 16,500 | ||||||||||||||||||||||
MSM [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 14,000 | ||||||||||||||||||||||
LS Mfg [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 11,200 | ||||||||||||||||||||||
Provisional information adjustment, increase (decrease) intangible assets | $ 600 | ||||||||||||||||||||||
Provisional information adjustment, increase (decrease) goodwill | $ (600) | ||||||||||||||||||||||
BHE [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 35,000 | ||||||||||||||||||||||
Percent of common stock acquired | 100.00% | ||||||||||||||||||||||
Provisional information adjustment, increase (decrease) intangible assets | $ 2,300 | ||||||||||||||||||||||
Provisional information adjustment, increase (decrease) goodwill | $ (2,100) | (2,100) | |||||||||||||||||||||
Provisional information adjustment, increase to property plant and equipment | 1,100 | ||||||||||||||||||||||
Provisional information adjustment, increase to deferred tax liability | 1,300 | $ 1,300 | |||||||||||||||||||||
Sigma/KRA [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 26,100 | ||||||||||||||||||||||
Provisional information adjustment, increase (decrease) intangible assets | $ (1,300) | ||||||||||||||||||||||
Provisional information adjustment, increase (decrease) goodwill | 1,600 | 1,600 | 1,600 | $ 1,600 | |||||||||||||||||||
Provisional information adjustment, increase to accounts payable and accrued liabilities | 200 | ||||||||||||||||||||||
Better Way [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 40,500 | ||||||||||||||||||||||
SCI [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 20,000 | ||||||||||||||||||||||
North American [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 79,700 | ||||||||||||||||||||||
LPE [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 73,300 | ||||||||||||||||||||||
Percent of common stock acquired | 100.00% | ||||||||||||||||||||||
Number of manufacturing companies | company | 3 | ||||||||||||||||||||||
Wire Design [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 10,800 | ||||||||||||||||||||||
Baymont [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 3,300 | 3,300 | |||||||||||||||||||||
Contingent consideration liability | $ 5,100 | $ 5,100 | $ 5,100 | $ 5,100 | |||||||||||||||||||
Subsequent Event [Member] | Metal Moulding Corporation [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 20,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Aluminum Metals Company [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Consideration transferred | $ 16,500 |
ACQUISITIONS - Fair Value of As
ACQUISITIONS - Fair Value of Assets Acquired, Summary (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2017 | Nov. 30, 2017 | Sep. 24, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jul. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Sep. 30, 2015 | May 31, 2015 | Feb. 28, 2015 | Dec. 31, 2017 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||||||||||||||||
Goodwill | $ 208,044 | $ 109,893 | $ 208,044 | $ 68,606 | |||||||||||||
Medallion [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 2,233 | 2,233 | |||||||||||||||
Inventories | 2,605 | 2,605 | |||||||||||||||
Property, plant and equipment | 1,713 | 1,713 | |||||||||||||||
Prepaid expenses & other | 118 | 118 | |||||||||||||||
Intangible assets | 3,100 | 3,100 | |||||||||||||||
Goodwill | 1,342 | 1,342 | |||||||||||||||
Less: Accounts payable and accrued liabilities | 1,200 | 1,200 | |||||||||||||||
Less: Deferred tax liability | 0 | 0 | |||||||||||||||
Total net assets acquired | 9,911 | 9,911 | |||||||||||||||
Consideration transferred | $ 9,900 | ||||||||||||||||
LPE [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 5,848 | 5,848 | |||||||||||||||
Inventories | 5,162 | 5,162 | |||||||||||||||
Property, plant and equipment | 9,225 | 9,225 | |||||||||||||||
Prepaid expenses & other | 337 | 337 | |||||||||||||||
Intangible assets | 32,360 | 32,360 | |||||||||||||||
Goodwill | 40,511 | 40,511 | |||||||||||||||
Less: Accounts payable and accrued liabilities | 6,358 | 6,358 | |||||||||||||||
Less: Deferred tax liability | 13,791 | 13,791 | |||||||||||||||
Total net assets acquired | 73,294 | 73,294 | |||||||||||||||
Consideration transferred | $ 73,300 | ||||||||||||||||
Wire Design [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 615 | 615 | |||||||||||||||
Inventories | 437 | 437 | |||||||||||||||
Property, plant and equipment | 555 | 555 | |||||||||||||||
Prepaid expenses & other | 21 | 21 | |||||||||||||||
Intangible assets | 5,360 | 5,360 | |||||||||||||||
Goodwill | 4,282 | 4,282 | |||||||||||||||
Less: Accounts payable and accrued liabilities | 491 | 491 | |||||||||||||||
Less: Deferred tax liability | 0 | 0 | |||||||||||||||
Total net assets acquired | 10,779 | 10,779 | |||||||||||||||
Consideration transferred | $ 10,800 | ||||||||||||||||
Baymont [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 0 | 0 | |||||||||||||||
Inventories | 1,205 | 1,205 | |||||||||||||||
Property, plant and equipment | 1,750 | 1,750 | |||||||||||||||
Prepaid expenses & other | 0 | 0 | |||||||||||||||
Intangible assets | 2,241 | 2,241 | |||||||||||||||
Goodwill | 3,212 | 3,212 | |||||||||||||||
Less: Accounts payable and accrued liabilities | 50 | 50 | |||||||||||||||
Less: Deferred tax liability | 0 | 0 | |||||||||||||||
Total net assets acquired | 8,358 | 8,358 | |||||||||||||||
Contingent consideration liability | 5,100 | 5,100 | |||||||||||||||
Consideration transferred | $ 3,300 | 3,300 | |||||||||||||||
Indiana Transport [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 6,385 | 6,385 | |||||||||||||||
Inventories | 0 | 0 | |||||||||||||||
Property, plant and equipment | 3,550 | 3,550 | |||||||||||||||
Prepaid expenses & other | 1,309 | 1,309 | |||||||||||||||
Intangible assets | 31,390 | 31,390 | |||||||||||||||
Goodwill | 19,272 | 19,272 | |||||||||||||||
Less: Accounts payable and accrued liabilities | 2,558 | 2,558 | |||||||||||||||
Less: Deferred tax liability | 0 | 0 | |||||||||||||||
Total net assets acquired | 59,348 | 59,348 | |||||||||||||||
Consideration transferred | $ 59,300 | ||||||||||||||||
LMI [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 11,063 | 11,063 | |||||||||||||||
Inventories | 9,143 | 9,143 | |||||||||||||||
Property, plant and equipment | 4,000 | 4,000 | |||||||||||||||
Prepaid expenses & other | 984 | 984 | |||||||||||||||
Intangible assets | 36,110 | 36,110 | |||||||||||||||
Goodwill | 26,492 | 26,492 | |||||||||||||||
Less: Accounts payable and accrued liabilities | 8,316 | 8,316 | |||||||||||||||
Less: Deferred tax liability | 0 | 0 | |||||||||||||||
Total net assets acquired | 79,476 | 79,476 | |||||||||||||||
Consideration transferred | $ 79,500 | ||||||||||||||||
Nickell [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 1,944 | 1,944 | |||||||||||||||
Inventories | 1,159 | 1,159 | |||||||||||||||
Property, plant and equipment | 933 | 933 | |||||||||||||||
Prepaid expenses & other | 0 | 0 | |||||||||||||||
Intangible assets | 6,179 | 6,179 | |||||||||||||||
Goodwill | 3,243 | 3,243 | |||||||||||||||
Less: Accounts payable and accrued liabilities | 1,152 | 1,152 | |||||||||||||||
Less: Deferred tax liability | 0 | 0 | |||||||||||||||
Total net assets acquired | 12,306 | 12,306 | |||||||||||||||
Consideration transferred | 12,300 | ||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 0 | 0 | |||||||||||||||
Inventories | 250 | 250 | |||||||||||||||
Property, plant and equipment | 2,508 | 2,508 | |||||||||||||||
Prepaid expenses & other | 0 | 0 | |||||||||||||||
Intangible assets | 0 | 0 | |||||||||||||||
Goodwill | 828 | 828 | |||||||||||||||
Less: Accounts payable and accrued liabilities | 124 | 124 | |||||||||||||||
Less: Deferred tax liability | 0 | 0 | |||||||||||||||
Total net assets acquired | 3,462 | 3,462 | |||||||||||||||
Parkland [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 2,880 | ||||||||||||||||
Inventories | 5,280 | ||||||||||||||||
Property, plant and equipment | 2,987 | ||||||||||||||||
Prepaid expenses & other | 86 | ||||||||||||||||
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 | ||||||||||||||||
Consideration transferred | $ 25,200 | ||||||||||||||||
Progressive [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 996 | ||||||||||||||||
Inventories | 3,074 | ||||||||||||||||
Property, plant and equipment | 100 | ||||||||||||||||
Prepaid expenses & other | 61 | ||||||||||||||||
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 | ||||||||||||||||
Consideration transferred | $ 10,900 | ||||||||||||||||
Cana [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 646 | ||||||||||||||||
Inventories | 1,151 | ||||||||||||||||
Property, plant and equipment | 5,840 | ||||||||||||||||
Prepaid expenses & other | 29 | ||||||||||||||||
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 | ||||||||||||||||
Consideration transferred | $ 16,500 | ||||||||||||||||
MSM [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 2,017 | ||||||||||||||||
Inventories | 1,592 | ||||||||||||||||
Property, plant and equipment | 2,521 | ||||||||||||||||
Prepaid expenses & other | 12 | ||||||||||||||||
Intangible assets | 7,855 | ||||||||||||||||
Goodwill | 984 | ||||||||||||||||
Less: Accounts payable and accrued liabilities | 965 | ||||||||||||||||
Less: Deferred tax liability | 0 | ||||||||||||||||
Total net assets acquired | 14,016 | ||||||||||||||||
Consideration transferred | $ 14,000 | ||||||||||||||||
LS Mfg [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 620 | ||||||||||||||||
Inventories | 1,382 | ||||||||||||||||
Property, plant and equipment | 265 | ||||||||||||||||
Prepaid expenses & other | 0 | ||||||||||||||||
Intangible assets | 6,315 | ||||||||||||||||
Goodwill | 2,772 | ||||||||||||||||
Less: Accounts payable and accrued liabilities | 154 | ||||||||||||||||
Less: Deferred tax liability | 0 | ||||||||||||||||
Total net assets acquired | 11,200 | ||||||||||||||||
Consideration transferred | $ 11,200 | ||||||||||||||||
BHE [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 2,922 | ||||||||||||||||
Inventories | 3,801 | ||||||||||||||||
Property, plant and equipment | 1,794 | ||||||||||||||||
Prepaid expenses & other | 0 | ||||||||||||||||
Intangible assets | 21,140 | ||||||||||||||||
Goodwill | 15,716 | ||||||||||||||||
Less: Accounts payable and accrued liabilities | 1,508 | ||||||||||||||||
Less: Deferred tax liability | 8,865 | ||||||||||||||||
Total net assets acquired | 35,000 | ||||||||||||||||
Consideration transferred | $ 35,000 | ||||||||||||||||
Sigma/KRA [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 2,039 | ||||||||||||||||
Inventories | 1,820 | ||||||||||||||||
Property, plant and equipment | 935 | ||||||||||||||||
Prepaid expenses & other | 7 | ||||||||||||||||
Intangible assets | 13,495 | ||||||||||||||||
Goodwill | 9,533 | ||||||||||||||||
Less: Accounts payable and accrued liabilities | 1,708 | ||||||||||||||||
Less: Deferred tax liability | 0 | ||||||||||||||||
Total net assets acquired | 26,121 | ||||||||||||||||
Consideration transferred | 26,100 | ||||||||||||||||
Better Way [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 4,901 | ||||||||||||||||
Inventories | 1,829 | ||||||||||||||||
Property, plant and equipment | 3,907 | ||||||||||||||||
Prepaid expenses & other | 80 | ||||||||||||||||
Intangible assets | 20,030 | ||||||||||||||||
Goodwill | 11,087 | ||||||||||||||||
Less: Accounts payable and accrued liabilities | 1,349 | ||||||||||||||||
Less: Deferred tax liability | 0 | ||||||||||||||||
Total net assets acquired | 40,485 | ||||||||||||||||
Consideration transferred | $ 40,500 | ||||||||||||||||
SCI [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 1,407 | ||||||||||||||||
Inventories | 482 | ||||||||||||||||
Property, plant and equipment | 750 | ||||||||||||||||
Prepaid expenses & other | 5 | ||||||||||||||||
Intangible assets | 9,535 | ||||||||||||||||
Goodwill | 8,596 | ||||||||||||||||
Less: Accounts payable and accrued liabilities | 734 | ||||||||||||||||
Less: Deferred tax liability | 0 | ||||||||||||||||
Total net assets acquired | 20,041 | ||||||||||||||||
Consideration transferred | $ 20,000 | ||||||||||||||||
North American [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 8,924 | ||||||||||||||||
Inventories | 19,189 | ||||||||||||||||
Property, plant and equipment | 5,959 | ||||||||||||||||
Prepaid expenses & other | 139 | ||||||||||||||||
Intangible assets | 36,185 | ||||||||||||||||
Goodwill | 17,463 | ||||||||||||||||
Less: Accounts payable and accrued liabilities | 8,209 | ||||||||||||||||
Less: Deferred tax liability | 0 | ||||||||||||||||
Total net assets acquired | 79,650 | ||||||||||||||||
Consideration transferred | $ 79,700 | ||||||||||||||||
Acquired Entities [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Trade receivables | 28,088 | 12,120 | 28,088 | 15,232 | |||||||||||||
Inventories | 19,961 | 18,100 | 19,961 | 21,500 | |||||||||||||
Property, plant and equipment | 24,234 | 14,442 | 24,234 | 10,616 | |||||||||||||
Prepaid expenses & other | 2,769 | 195 | 2,769 | 224 | |||||||||||||
Intangible assets | 116,740 | 72,830 | 116,740 | 65,750 | |||||||||||||
Goodwill | 99,182 | 40,087 | 99,182 | 37,146 | |||||||||||||
Less: Accounts payable and accrued liabilities | 20,249 | 9,994 | 20,249 | 10,292 | |||||||||||||
Less: Deferred tax liability | 13,791 | 8,865 | 13,791 | 0 | |||||||||||||
Total net assets acquired | $ 256,934 | $ 138,915 | $ 256,934 | $ 140,176 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information Related to Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Revenue | $ 1,854,078 | $ 1,556,781 |
Net income | $ 98,394 | $ 74,239 |
Basic net income per common share (in dollars per share) | $ 4.06 | $ 3.30 |
Diluted net income per common share (in dollars per share) | $ 3.99 | $ 3.24 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Raw materials | $ 96,846 | $ 70,148 |
Work in process | 10,720 | 7,659 |
Finished goods | 22,936 | 13,300 |
Total manufactured goods, net | 127,415 | 88,383 |
Materials purchased for resale (distribution products) | 49,392 | 32,869 |
Total materials purchased for resale (distribution products), net | 47,855 | 31,636 |
Total inventories | 175,270 | 120,019 |
Manufactured Goods [Member] | ||
Inventory [Line Items] | ||
Less: reserve for inventory obsolescence | (3,087) | (2,724) |
Distributed Goods [Member] | ||
Inventory [Line Items] | ||
Less: reserve for inventory obsolescence | $ (1,537) | $ (1,233) |
INVENTORIES - Summary of Reserv
INVENTORIES - Summary of Reserve for Inventory Obsolescence (Details) - Inventory Valuation Reserve [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at January 1 | $ 3,957 | $ 3,508 | $ 1,816 |
Charged to operations | 4,325 | 2,542 | 3,402 |
Deductions from reserves | (3,658) | (2,093) | (1,710) |
Balance at December 31 | $ 4,624 | $ 3,957 | $ 3,508 |
PROPERTY, PLANT AND EQUIPMENT53
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 203,439,000 | $ 161,165,000 |
Less: accumulated depreciation and amortization | (84,953,000) | (75,682,000) |
Property, plant and equipment, net | 118,486,000 | 85,483,000 |
Property, plant and equipment impairments | 0 | 0 |
Land and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 6,624,000 | 3,260,000 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 45,416,000 | 41,064,000 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 139,443,000 | 107,159,000 |
Transportation equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | 3,602,000 | 2,820,000 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, at cost | $ 8,354,000 | $ 6,862,000 |
GOODWILL AND INTANGIBLE ASSET54
GOODWILL AND INTANGIBLE ASSETS - Carrying Amount of Goodwill by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | $ 109,893 | $ 68,606 |
Acquisitions | 99,182 | 41,118 |
Adjustment to prior year preliminary purchase price allocation | (1,031) | 169 |
Balance, end of period | 208,044 | 109,893 |
Manufacturing [Member] | ||
Goodwill [Roll Forward] | ||
Balance, beginning of period | 100,592 | 62,285 |
Acquisitions | 79,910 | 38,138 |
Adjustment to prior year preliminary purchase price allocation | (1,031) | 169 |
Balance, end of period | 179,471 | 100,592 |
Distribution [Member] | ||
Goodwill [Roll Forward] | ||
Balance, beginning of period | 9,301 | 6,321 |
Acquisitions | 19,272 | 2,980 |
Adjustment to prior year preliminary purchase price allocation | 0 | 0 |
Balance, end of period | $ 28,573 | $ 9,301 |
GOODWILL AND INTANGIBLE ASSET55
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets [Line Items] | |||
Intangible assets, net | $ 263,467,000 | $ 164,539,000 | $ 106,759,000 |
Amortization of intangible assets | 19,374,000 | $ 13,368,000 | $ 8,787,000 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2,018 | 25,635,000 | ||
2,019 | 25,131,000 | ||
2,020 | 24,359,000 | ||
2,021 | 23,722,000 | ||
2,022 | $ 22,743,000 | ||
Customer relationships [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 10 years 2 months 12 days | 10 years 2 months 12 days | |
Customer Relationships and Noncompete Agreements [Member] | |||
Intangible Assets [Line Items] | |||
Intangible assets, net | $ 203,100,000 | ||
Customer Relationships and Noncompete Agreements [Member] | Minimum [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 3 years | ||
Customer Relationships and Noncompete Agreements [Member] | Maximum [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 19 years | ||
Non-compete agreements [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 4 years 2 months 12 days | 3 years 7 months 6 days | |
Medallion, Wire Design And Baymont [Member] | Non-compete agreements [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 3 years | ||
LPE, Indiana Transport, LMI And Nickell [Member] | Non-compete agreements [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 5 years | ||
Acquired Entities [Member] | Customer relationships [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived intangible assets, useful life | 10 years | ||
Trademarks [Member] | |||
Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets, gross | $ 60,448,000 | $ 42,741,000 | |
Amortization of intangible assets | $ 0 |
GOODWILL AND INTANGIBLE ASSET56
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets, Net, by Major Class (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets [Line Items] | |||
Total intangible assets, net, excluding accumulated amortization | $ 315,065 | $ 196,811 | |
Less: accumulated amortization | (51,598) | (32,272) | |
Intangible assets, net | 263,467 | 164,539 | $ 106,759 |
Trademarks [Member] | |||
Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets, gross | 60,448 | 42,741 | |
Customer relationships [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 239,053 | $ 140,657 | |
Finite-lived intangible assets, useful life | 10 years 2 months 12 days | 10 years 2 months 12 days | |
Non-compete agreements [Member] | |||
Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 15,564 | $ 13,413 | |
Finite-lived intangible assets, useful life | 4 years 2 months 12 days | 3 years 7 months 6 days |
GOODWILL AND INTANGIBLE ASSET57
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets [Roll Forward] | |||
Balance, beginning of period | $ 164,539 | $ 106,759 | |
Acquisitions | 116,740 | 71,267 | |
Amortization | (19,374) | (13,368) | $ (8,787) |
Adjustment to prior year preliminary purchase price allocation | 1,562 | (119) | |
Balance, end of period | 263,467 | 164,539 | 106,759 |
Manufacturing [Member] | |||
Intangible Assets [Roll Forward] | |||
Balance, beginning of period | 149,853 | 95,359 | |
Acquisitions | 85,350 | 65,257 | |
Amortization | (16,225) | (10,644) | (7,100) |
Adjustment to prior year preliminary purchase price allocation | 1,562 | (119) | |
Balance, end of period | 220,540 | 149,853 | 95,359 |
Distribution [Member] | |||
Intangible Assets [Roll Forward] | |||
Balance, beginning of period | 14,686 | 11,400 | |
Acquisitions | 31,390 | 6,010 | |
Amortization | (3,149) | (2,724) | (1,700) |
Adjustment to prior year preliminary purchase price allocation | 0 | 0 | |
Balance, end of period | $ 42,927 | $ 14,686 | $ 11,400 |
DEBT - Summary of Total Debt Ou
DEBT - Summary of Total Debt Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term debt: | ||
Total long-term debt | $ 354,357 | $ 273,153 |
Less: current maturities of long-term debt | (15,766) | (15,766) |
Less: net deferred financing costs related to Term Loan | (480) | (576) |
Long-term debt, less current maturities, net | 338,111 | 256,811 |
2015 Revolver [Member] | ||
Long-term debt: | ||
Total long-term debt | 287,397 | 190,427 |
Term Loan [Member] | ||
Long-term debt: | ||
Total long-term debt | $ 66,960 | $ 82,726 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Sep. 30, 2016USD ($) | Apr. 28, 2015USD ($) | Dec. 31, 2017USD ($)letter_of_credit | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 22, 2018USD ($) | Mar. 17, 2017USD ($) | Jul. 26, 2016USD ($) | Aug. 31, 2015USD ($) |
Line of Credit Facility [Line Items] | |||||||||
Total long-term debt | $ 354,357,000 | $ 273,153,000 | |||||||
Consolidated leverage ratio | 3 | ||||||||
Consolidated fixed charge coverage ratio | 1.50 | ||||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||
2,022 | $ 3,800,000 | ||||||||
Contingently liable letters of credit held | letter_of_credit | 3 | ||||||||
Letters of credit outstanding | $ 1,400,000 | ||||||||
Interest paid | $ 8,600,000 | $ 7,100,000 | $ 4,400,000 | ||||||
The Lenders [Member] | The 2015 Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 250,000,000 | $ 450,000,000 | $ 360,000,000 | $ 300,000,000 | |||||
Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Commitment fee rate | 0.20% | 0.225% | |||||||
Revolving Credit Facility [Member] | The Lenders [Member] | The 2015 Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 175,000,000 | 367,300,000 | 269,400,000 | $ 225,000,000 | |||||
Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Total long-term debt | $ 66,960,000 | $ 82,726,000 | |||||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||||||
2,018 | 15,800,000 | ||||||||
2,019 | 15,800,000 | ||||||||
2,020 | 15,800,000 | ||||||||
2,021 | $ 15,800,000 | ||||||||
Term Loan [Member] | The Lenders [Member] | The 2015 Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 75,000,000 | $ 82,700,000 | $ 90,600,000 | ||||||
Required periodic payment | $ 3,900,000 | 2,700,000 | |||||||
Same Day Advance Swing Line [Member] | Revolving Credit Facility [Member] | The Lenders [Member] | The 2015 Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 10,000,000 | ||||||||
Sub Facility, Standby Letters of Credit [Member] | Revolving Credit Facility [Member] | The Lenders [Member] | The 2015 Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Variable rate | 1.50% | 1.75% | |||||||
Effective rate | 3.125% | 2.5625% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | The Lenders [Member] | The 2015 Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term line of credit | $ 281,000,000 | $ 187,000,000 | |||||||
Base Rate [Member] | Revolving Credit Facility [Member] | The Lenders [Member] | The 2015 Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term line of credit | $ 6,400,000 | $ 3,400,000 | |||||||
Prime Rate [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Variable rate | 0.50% | 0.75% | |||||||
Effective rate | 5.00% | 4.50% | |||||||
Subsequent Event [Member] | The Lenders [Member] | The 2015 Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 500,000,000 | ||||||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | The Lenders [Member] | The 2015 Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 417,300,000 |
DEBT - Required Financial Coven
DEBT - Required Financial Covenants Compared to Actual Amounts (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Consolidated total leverage ratio (12-month period), required | 3 |
Consolidated total leverage ratio (12-month period), actual | 178.00% |
Consolidated fixed charge coverage ratio (12-month period), required | 1.50 |
Consolidated fixed charge coverage ratio (12-month period), actual | 439.00% |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 21,797 | $ 12,845 |
Property taxes | 2,173 | 1,881 |
Customer incentives | 6,237 | 4,665 |
Other | 6,343 | 4,184 |
Total accrued liabilities | $ 36,550 | $ 23,575 |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Tax Benefit from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 27,833 | $ 24,205 | $ 21,554 |
State | 6,036 | 4,430 | 3,625 |
Total current | 33,869 | 28,635 | 25,179 |
Deferred: | |||
Federal | (6,289) | (474) | (1,563) |
State | (188) | (86) | (236) |
Total deferred | (6,477) | (560) | (1,799) |
Income taxes | $ 27,392 | $ 28,075 | $ 23,380 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Rate applied to pretax income | $ 39,588 | $ 29,278 | $ 22,960 |
State taxes, net of federal benefit | 4,060 | 2,818 | 2,654 |
Remeasurement of net deferred tax liabilities | (7,699) | 0 | 0 |
Excess tax benefit on stock-based compensation | (6,009) | (1,256) | 0 |
Other | (2,548) | (2,765) | (2,234) |
Income taxes | $ 27,392 | $ 28,075 | $ 23,380 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Rate applied to pretax income | 35.00% | 35.00% | 35.00% |
State taxes, net of federal tax effect | 3.60% | 3.40% | 4.00% |
Remeasurement of net deferred tax liabilities | (6.80%) | 0.00% | 0.00% |
Excess tax benefit on stock-based compensation | (5.30%) | (1.50%) | 0.00% |
Other | (2.30%) | (3.30%) | (3.40%) |
Income taxes | 24.20% | 33.60% | 35.60% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Rate applied to pretax income | 35.00% | 35.00% | 35.00% |
Income tax expense as result of the Tax Cuts and Jobs Act | $ 7,700,000 | ||
Remeasurement of net deferred tax liabilities | (7,699,000) | $ 0 | $ 0 |
Tax benefit realized from stock options exercised | 15,400,000 | 3,200,000 | |
Income taxes paid | 38,600,000 | 29,200,000 | $ 24,100,000 |
Unrecognized tax benefits | 0 | $ 0 | |
Expected significant changes related to unrecognized tax benefits in the next 12 months | $ 0 |
INCOME TAXES - Composition of D
INCOME TAXES - Composition of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term deferred income tax assets (liabilities): | ||
Trade receivables allowance | $ 48 | $ 36 |
Inventory capitalization | 1,646 | 1,142 |
Accrued expenses | 4,005 | 4,248 |
Deferred compensation | 473 | 701 |
Inventory reserves | 1,154 | 1,501 |
State NOL Carryforwards | 0 | 13 |
Share based compensation | 3,875 | 3,983 |
Pension liability | 2 | 13 |
Other | 8 | 0 |
Intangibles | (16,042) | (9,467) |
Depreciation expense | (8,254) | (6,658) |
Prepaid expenses | (555) | (500) |
Deferred tax liabilities, net | $ (13,640) | $ (4,988) |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | Dec. 08, 2017 | Dec. 31, 2017shares | Dec. 31, 2016shares | Dec. 31, 2015shares | Dec. 31, 2016shares | May 31, 2017shares | Apr. 30, 2017shares |
Equity, Class of Treasury Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Common stock, authorized (in shares) | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | 20,000,000 | ||
Common stock, issued (in shares) | 25,329,857 | 22,979,990 | 22,979,990 | ||||
Common stock, outstanding (in shares) | 25,329,857 | 22,979,990 | 22,979,990 | ||||
Shares exercised (in shares) | 411,212 | 419,925 | 418,136 | ||||
Shares repurchased (in shares) | 82,970 | 21,317 | 44,304 | 2,801,123 | |||
Stock split conversion ratio | 1.5 | ||||||
Shareholder Repurchase Program [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Shares repurchased (in shares) | 0 | 181,107 | 927,836 |
STOCK REPURCHASE PROGRAMS - Nar
STOCK REPURCHASE PROGRAMS - Narrative (Details) - USD ($) | Feb. 22, 2018 | Jan. 31, 2018 | Jan. 31, 2016 |
The 2016 Stock Repurchase Plan [Member] | |||
Share Repurchase Program [Line Items] | |||
Stock repurchase program, period | 24 months | ||
Maximum [Member] | The 2016 Stock Repurchase Plan [Member] | |||
Share Repurchase Program [Line Items] | |||
Stock repurchase program, authorized amount | $ 50,000,000 | ||
Subsequent Event [Member] | 2018 Stock Repurchase Plan [Member] | |||
Share Repurchase Program [Line Items] | |||
Stock repurchase program, authorized amount | $ 50,000,000 | ||
Stock repurchase program, period | 24 months | ||
Shares repurchased (in shares) | 26,001 | ||
Average price per repurchased share (in dollars per share) | $ 61.48 | ||
Shares repurchased amount | $ 1,600,000 |
STOCK REPURCHASE PROGRAMS - Rep
STOCK REPURCHASE PROGRAMS - Repurchases of Shares Under the Repurchase Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 48 Months Ended | ||||
Dec. 31, 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) | 82,970 | 21,317 | 44,304 | 2,801,123 | ||
Total cost | $ 5,214 | $ 22,637 | $ 47,857 | |||
Average Price Per Share (in dollars per share) | $ 17.09 | |||||
The 2013 Share Repurchase Plan [Member] | ||||||
Share Repurchase Program [Line Items] | ||||||
Shares repurchased (in shares) | 105,954 | 927,836 | 775,688 | 916,492 | 2,725,970 | |
Total cost | $ 2,865 | $ 22,637 | $ 13,928 | $ 6,078 | $ 45,508 | |
Average Price Per Share (in dollars per share) | $ 27.04 | $ 24.40 | $ 17.96 | $ 6.63 | $ 16.69 | |
The 2016 Stock Repurchase Plan [Member] | ||||||
Share Repurchase Program [Line Items] | ||||||
Shares repurchased (in shares) | 75,153 | |||||
Total cost | $ 2,349 | |||||
Average Price Per Share (in dollars per share) | $ 31.25 |
NET INCOME PER COMMON SHARE (De
NET INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 24, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 31, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||
Earnings Per Share [Abstract] | |||||||||||||||
Net income for basic and diluted per share calculation | $ 29,046 | $ 17,945 | $ 21,260 | $ 17,467 | $ 13,560 | $ 12,073 | $ 16,969 | $ 12,975 | $ 85,718 | $ 55,577 | $ 42,219 | ||||
Weighted average shares outstanding - basic (in shares) | [1] | 24,230 | 22,520 | 22,984 | |||||||||||
Effect of potentially dilutive securities (in shares) | 413 | 376 | 270 | ||||||||||||
Weighted average common shares outstanding - diluted (in shares) | [1] | 24,643 | 22,896 | 23,254 | |||||||||||
Basic net income per common share (in dollars per share) | $ 1.18 | $ 0.73 | $ 0.86 | $ 0.76 | $ 0.60 | $ 0.53 | $ 0.75 | $ 0.58 | $ 3.54 | [1] | $ 2.47 | [1] | $ 1.84 | [1] | |
Diluted net income per common share (in dollars per share) | $ 1.16 | $ 0.72 | $ 0.85 | $ 0.75 | $ 0.59 | $ 0.53 | $ 0.74 | $ 0.57 | $ 3.48 | [1] | $ 2.43 | [1] | $ 1.81 | [1] | |
[1] | Net income per common share and weighted average shares outstanding, on both a basic and diluted basis, for the years presented, reflect the impact of the three-for-two common stock split paid on December 8, 2017. |
NET INCOME PER COMMON SHARE - N
NET INCOME PER COMMON SHARE - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 08, 2017 | Mar. 14, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock split conversion ratio | 1.5 | ||||
Shares issued in public equity offering (in shares) | shares | 2,025,000 | ||||
Proceeds from public offering of common stock, net of expenses | $ | $ 98,600 | $ 93,306 | $ 0 | $ 0 | |
Repayment of outstanding debt | $ | $ 93,300 | ||||
Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued in public equity offering (in shares) | shares | 2,025,000 | ||||
Price per share in public offering (in dollars per share) | $ / shares | $ 48.67 |
LEASE COMMITMENTS - Future Mini
LEASE COMMITMENTS - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Facility Leases [Member] | |
Operating Leased Assets [Line Items] | |
2,018 | $ 14,400 |
2,019 | 12,227 |
2,020 | 8,457 |
2,021 | 4,883 |
2,022 | 1,492 |
Thereafter | 172 |
Total minimum lease payments | 41,631 |
Equipment Leases [Member] | |
Operating Leased Assets [Line Items] | |
2,018 | 4,540 |
2,019 | 3,654 |
2,020 | 2,673 |
2,021 | 1,737 |
2,022 | 1,026 |
Thereafter | 1,631 |
Total minimum lease payments | $ 15,261 |
LEASE COMMITMENTS - Narrative (
LEASE COMMITMENTS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | |||
Rent expense | $ 19 | $ 13.7 | $ 9.3 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Self-insured health plan, annual claims threshold | $ 250,000 |
COMPENSATION PLANS - Narrative
COMPENSATION PLANS - Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 17, 2017USD ($)tranche$ / sharesshares | Sep. 26, 2016USD ($)tranche$ / sharesshares | Jan. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Deferred compensation obligations, period after retirement for benefits | 10 years | |||||
Assumed discount rate | 4.50% | 4.50% | ||||
Administrative expense | $ 400 | $ 100 | $ 100 | |||
Share-based compensation expense | 10,400 | $ 6,500 | $ 4,700 | |||
Compensation cost not yet recognized | $ 22,900 | |||||
Granted during the year (in dollars per share) | $ / shares | $ 53.83 | $ 40.95 | $ 0 | |||
Share price (in dollars per share) | $ / shares | $ 69.45 | $ 50.87 | $ 29 | |||
Proceeds from stock options exercised | $ 926 | $ 1,865 | $ 1,861 | |||
Tax benefit realized from stock options exercised | 900 | 300 | 200 | |||
Options vested (in shares) | $ 1,200 | $ 1,200 | $ 1,200 | |||
Granted during the year (in shares) | shares | 340,000 | 121,000 | 0 | |||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Granted during the year (in shares) | shares | 33,005 | 33,005 | 33,005 | |||
Granted during the year (in dollars per share) | $ / shares | $ 27.68 | $ 27.82 | ||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost not yet recognized | $ 5,700 | |||||
Compensation cost not yet recognized, period for recognition | 36 months 6 days | |||||
Employee Stock Option [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Contractual term | 9 years | |||||
Employee Stock Option [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Contractual term | 10 years | |||||
Stock Appreciation Rights (SARs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost not yet recognized | $ 4,600 | |||||
Compensation cost not yet recognized, period for recognition | 36 months 9 days | |||||
Vesting period | 4 years | 4 years | ||||
Contractual term | 9 years | |||||
Granted during the year (in dollars per share) | $ / shares | $ 63.85 | $ 51.87 | $ 0 | |||
Granted during the year (in shares) | shares | 340,000 | 120,000 | 0 | |||
Granted during the year (in shares) | shares | 85,032 | 30,222 | ||||
Grate date fair value of awards vested | $ 5,000 | $ 1,100 | ||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost not yet recognized | $ 12,600 | |||||
Compensation cost not yet recognized, period for recognition | 18 months 3 days | |||||
Granted during the year (in shares) | shares | 233,000 | 232,000 | 219,000 | |||
Granted during the year (in dollars per share) | $ / shares | $ 54.46 | $ 28.61 | $ 21.70 | |||
Restricted Stock [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Restricted Stock [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Performance Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Bonus Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expense related to compensation plan | $ 17,400 | $ 10,400 | $ 6,300 | |||
Strike Price, Tranche One [Member] | Stock Appreciation Rights (SARs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share price (in dollars per share) | $ / shares | $ 53.83 | $ 40.95 | ||||
Strike Price, Tranche Two [Member] | Stock Appreciation Rights (SARs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share price (in dollars per share) | $ / shares | 60.03 | 47.51 | ||||
Strike Price, Tranche Three [Member] | Stock Appreciation Rights (SARs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share price (in dollars per share) | $ / shares | 66.93 | 55.11 | ||||
Strike Price, Tranche Four [Member] | Stock Appreciation Rights (SARs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share price (in dollars per share) | $ / shares | $ 74.63 | $ 63.93 | ||||
The 2009 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost not yet recognized, period for recognition | 24 months 12 days | |||||
The 2009 Plan [Member] | Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | 4 years | ||||
Contractual term | 9 years | 9 years | ||||
Shares approved (in shares) | shares | 340,110 | 120,888 | ||||
Granted during the year (in dollars per share) | $ / shares | $ 53.83 | $ 40.95 | ||||
The 2009 Plan [Member] | Stock Appreciation Rights (SARs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | 4 years | ||||
Contractual term | 9 years | |||||
Shares approved (in shares) | shares | 340,128 | 120,888 | ||||
Number of tranches granted | tranche | 4 | 4 | ||||
Subsequent Event [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost not yet recognized | $ 8,200 | |||||
Vesting period | 3 years | |||||
Shares approved (in shares) | shares | 125,700 | |||||
Subsequent Event [Member] | Performance Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance target benchmark | 125.00% | |||||
Performance target benchmark (in shares) | shares | 41,256 |
COMPENSATION PLANS - Summary of
COMPENSATION PLANS - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding beginning of year (in shares) | 288,000 | 343,000 | 516,000 |
Granted during the year (in shares) | 340,000 | 121,000 | 0 |
Forfeited during the year (in shares) | 0 | 0 | 0 |
Exercised during the year (in shares) | (79,725) | (175,650) | (172,500) |
Outstanding, end of year (in shares) | 548,000 | 288,000 | 343,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Outstanding beginning of year (in dollars per share) | $ 23.59 | $ 10.84 | $ 10.83 |
Granted during the year (in dollars per share) | 53.83 | 40.95 | 0 |
Forfeited during the period (in dollars per share) | 0 | 0 | 0 |
Exercised during the year (in dollars per share) | 11.62 | 10.62 | 10.79 |
Outstanding, end of year (in dollars per share) | $ 44.07 | $ 23.59 | $ 10.84 |
Vested Options: | |||
Vested during the year (in shares) | 30,000 | 150,000 | 150,000 |
Vested during the year (in dollars per share) | $ 40.95 | $ 12.30 | $ 12.30 |
Eligible, end of year for exercise (in shares) | 118,000 | 168,000 | 194,000 |
Eligible, end of year for exercise (in dollars per share) | $ 18.36 | $ 11.08 | $ 9.71 |
Aggregate intrinsic value ($ in thousands): | |||
Total options outstanding | $ 13,932 | $ 7,869 | $ 6,234 |
Options exercisable | 6,037 | 6,671 | 3,729 |
Options exercised | $ 2,601 | $ 4,024 | $ 3,151 |
Weighted average fair value of options granted during the year (in dollars per share) | $ 17.76 | $ 12.36 | |
Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding beginning of year (in shares) | 270,000 | 300,000 | 450,000 |
Granted during the year (in shares) | 340,000 | 120,000 | 0 |
Forfeited during the year (in shares) | 0 | 0 | 0 |
Exercised during the year (in shares) | (75,000) | (150,000) | (150,000) |
Outstanding, end of year (in shares) | 535,000 | 270,000 | 300,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Outstanding beginning of year (in dollars per share) | $ 32.29 | $ 16.50 | $ 16.50 |
Granted during the year (in dollars per share) | 63.85 | 51.87 | 0 |
Forfeited during the period (in dollars per share) | 0 | 0 | 0 |
Exercised during the year (in dollars per share) | 16.50 | 16.50 | 16.50 |
Outstanding, end of year (in dollars per share) | $ 54.53 | $ 32.29 | $ 16.50 |
Vested Options: | |||
Vested during the year (in shares) | 30,000 | 150,000 | 150,000 |
Vested during the year (in dollars per share) | $ 51.87 | $ 16.50 | $ 16.50 |
Eligible, end of year for exercise (in shares) | 105,000 | 150,000 | 150,000 |
Eligible, end of year for exercise (in dollars per share) | $ 26.66 | $ 16.50 | $ 16.50 |
Aggregate intrinsic value ($ in thousands): | |||
Total options outstanding | $ 8,458 | $ 5,556 | $ 3,749 |
Options exercisable | 4,521 | 5,155 | 1,875 |
Options exercised | $ 3,822 | $ 2,379 | $ 2,252 |
Weighted average fair value of options granted during the year (in dollars per share) | $ 14.66 | $ 9.30 |
COMPENSATION PLANS - Options Ou
COMPENSATION PLANS - Options Outstanding and Exercisable (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Exercise Price 1 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 2 |
Shares Outstanding, Remaining Contractual Life (in years) | 1 year 4 months 24 days |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 0.33 |
Shares Exercisable (in shares) | shares | 2 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 0.33 |
Exercise Price 2 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 11 |
Shares Outstanding, Remaining Contractual Life (in years) | 1 year 4 months 24 days |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 0.78 |
Shares Exercisable (in shares) | shares | 11 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 0.78 |
Exercise Price 3 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 75 |
Shares Outstanding, Remaining Contractual Life (in years) | 5 years |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 12.30 |
Shares Exercisable (in shares) | shares | 75 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 12.30 |
Exercise Price 4 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 120 |
Shares Outstanding, Remaining Contractual Life (in years) | 7 years 9 months 18 days |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 40.95 |
Shares Exercisable (in shares) | shares | 30 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 40.95 |
Exercise Price 5 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 340 |
Shares Outstanding, Remaining Contractual Life (in years) | 8 years 18 days |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 53.83 |
Shares Exercisable (in shares) | shares | 0 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 53.83 |
The 2013 Plan [Member] | Exercise Price 1 [Member] | Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 18 |
Shares Outstanding, Remaining Contractual Life (in years) | 5 years |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 12.30 |
Shares Exercisable (in shares) | shares | 18 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 12.30 |
The 2013 Plan [Member] | Exercise Price 2 [Member] | Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 19 |
Shares Outstanding, Remaining Contractual Life (in years) | 5 years |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 14.75 |
Shares Exercisable (in shares) | shares | 19 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 14.75 |
The 2013 Plan [Member] | Exercise Price 3 [Member] | Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 19 |
Shares Outstanding, Remaining Contractual Life (in years) | 5 years |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 17.71 |
Shares Exercisable (in shares) | shares | 19 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 17.71 |
The 2013 Plan [Member] | Exercise Price 4 [Member] | Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 19 |
Shares Outstanding, Remaining Contractual Life (in years) | 5 years |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 21.25 |
Shares Exercisable (in shares) | shares | 19 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 21.25 |
The 2016 Plan [Member] | Exercise Price 1 [Member] | Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 30 |
Shares Outstanding, Remaining Contractual Life (in years) | 7 years 9 months 18 days |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 40.70 |
Shares Exercisable (in shares) | shares | 7 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 40.95 |
The 2016 Plan [Member] | Exercise Price 2 [Member] | Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 30 |
Shares Outstanding, Remaining Contractual Life (in years) | 7 years 9 months 18 days |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 47.51 |
Shares Exercisable (in shares) | shares | 8 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 47.51 |
The 2016 Plan [Member] | Exercise Price 3 [Member] | Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 30 |
Shares Outstanding, Remaining Contractual Life (in years) | 7 years 9 months 18 days |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 55.11 |
Shares Exercisable (in shares) | shares | 7 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 55.11 |
The 2016 Plan [Member] | Exercise Price 4 [Member] | Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 30 |
Shares Outstanding, Remaining Contractual Life (in years) | 7 years 9 months 18 days |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 63.93 |
Shares Exercisable (in shares) | shares | 8 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 63.93 |
The 2017 Plan [Member] | Exercise Price 1 [Member] | Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 85 |
Shares Outstanding, Remaining Contractual Life (in years) | 8 years 16 days |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 53.83 |
Shares Exercisable (in shares) | shares | 0 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 53.83 |
The 2017 Plan [Member] | Exercise Price 2 [Member] | Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 85 |
Shares Outstanding, Remaining Contractual Life (in years) | 8 years 16 days |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 60.03 |
Shares Exercisable (in shares) | shares | 0 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 60.03 |
The 2017 Plan [Member] | Exercise Price 3 [Member] | Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 85 |
Shares Outstanding, Remaining Contractual Life (in years) | 8 years 16 days |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 66.93 |
Shares Exercisable (in shares) | shares | 0 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 66.93 |
The 2017 Plan [Member] | Exercise Price 4 [Member] | Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares Outstanding (in shares) | shares | 85 |
Shares Outstanding, Remaining Contractual Life (in years) | 8 years 16 days |
Shares Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 74.63 |
Shares Exercisable (in shares) | shares | 0 |
Shares Exercisable Price (in dollars per share) | $ / shares | $ 74.63 |
COMPENSATION PLANS - Fair value
COMPENSATION PLANS - Fair value Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend rate | 0.00% | 0.00% |
Risk-free interest rate | 2.00% | 1.00% |
Expected option life (years) | 5 years 9 months | 5 years 9 months |
Price volatility | 30.84% | 30.00% |
Stock Appreciation Rights (SARs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend rate | 0.00% | 0.00% |
Risk-free interest rate | 2.00% | 1.00% |
Expected option life (years) | 5 years 9 months | 5 years 9 months |
Price volatility | 30.84% | 30.00% |
COMPENSATION PLANS - Summary 78
COMPENSATION PLANS - Summary of Unvested Restricted Stock (Details) - Restricted Stock [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Unvested beginning of year (in shares) | 644 | 653 | 766 |
Granted during the year (in shares) | 233 | 232 | 219 |
Vested during the year (in shares) | (240) | (234) | (332) |
Forfeited during the year (in shares) | (3) | (7) | 0 |
Unvested, end of year (in shares) | 634 | 644 | 653 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unvested beginning of year (in dollars per share) | $ 22.15 | $ 14.80 | $ 8.41 |
Granted during the year (in dollars per share) | 54.46 | 28.61 | 21.70 |
Vested during the year (in dollars per share) | 17.49 | 8.16 | 4.59 |
Forfeited during the year (in dollars per share) | 46.64 | 20.82 | 0 |
Unvested, end of year (in dollars per share) | $ 35.68 | $ 22.15 | $ 14.80 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Amortization of intangible assets | $ 19,374 | $ 13,368 | $ 8,787 |
Manufacturing [Member] | |||
Segment Reporting Information [Line Items] | |||
Amortization of intangible assets | 16,225 | 10,644 | 7,100 |
Distribution [Member] | |||
Segment Reporting Information [Line Items] | |||
Amortization of intangible assets | $ 3,149 | $ 2,724 | $ 1,700 |
Product Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Manufacturing [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 82.00% | 82.00% | 78.00% |
Product Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | Distribution [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 18.00% | 18.00% | 22.00% |
RV Customer 1 [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 21.00% | 23.00% | |
RV Customer 1 [Member] | Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 32.00% | 27.00% | 29.00% |
RV Customer 2 [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 13.00% | ||
RV Customer 2 [Member] | Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 25.00% | 33.00% | 32.00% |
SEGMENT INFORMATION - Net Incom
SEGMENT INFORMATION - Net Income, Assets and Certain Other Items of Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Net outside sales | $ 1,635,653 | $ 1,221,887 | $ 920,333 |
Cost of goods sold | 1,356,738 | 1,019,418 | 768,054 |
Operating income | 121,900 | 90,837 | 69,918 |
Identifiable assets | 866,644 | 534,950 | 381,584 |
Depreciation and amortization | 33,541 | 24,362 | 16,775 |
Manufacturing [Member] | |||
Segment Reporting Information [Line Items] | |||
Net outside sales | 1,337,785 | 997,205 | 720,411 |
Distribution [Member] | |||
Segment Reporting Information [Line Items] | |||
Net outside sales | 297,868 | 224,682 | 199,922 |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Net outside sales | 33,248 | 26,085 | 20,529 |
Intersegment Eliminations [Member] | Manufacturing [Member] | |||
Segment Reporting Information [Line Items] | |||
Net outside sales | 30,669 | 23,187 | 17,964 |
Intersegment Eliminations [Member] | Distribution [Member] | |||
Segment Reporting Information [Line Items] | |||
Net outside sales | 2,579 | 2,898 | 2,565 |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Net outside sales | 1,668,901 | 1,247,972 | 940,862 |
Cost of goods sold | 1,388,094 | 1,042,859 | 786,924 |
Operating income | 170,493 | 122,106 | 91,372 |
Identifiable assets | 830,434 | 482,928 | 351,982 |
Depreciation and amortization | 31,002 | 21,655 | 14,663 |
Operating Segments [Member] | Manufacturing [Member] | |||
Segment Reporting Information [Line Items] | |||
Net outside sales | 1,368,454 | 1,020,392 | 738,375 |
Cost of goods sold | 1,135,783 | 853,596 | 616,038 |
Operating income | 151,635 | 107,105 | 78,582 |
Identifiable assets | 688,177 | 421,203 | 300,305 |
Depreciation and amortization | 27,481 | 18,553 | 12,676 |
Operating Segments [Member] | Distribution [Member] | |||
Segment Reporting Information [Line Items] | |||
Net outside sales | 300,447 | 227,580 | 202,487 |
Cost of goods sold | 252,311 | 189,263 | 170,886 |
Operating income | 18,858 | 15,001 | 12,790 |
Identifiable assets | 142,257 | 61,725 | 51,677 |
Depreciation and amortization | $ 3,521 | $ 3,102 | $ 1,987 |
SEGMENT INFORMATION - Consolida
SEGMENT INFORMATION - Consolidated Net Sales by Product Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 24, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 31, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, Major Customer [Line Items] | |||||||||||
NET SALES | $ 475,570 | $ 407,511 | $ 407,145 | $ 345,427 | $ 323,936 | $ 304,151 | $ 315,163 | $ 278,637 | $ 1,635,653 | $ 1,221,887 | $ 920,333 |
Decorative Interior Products and Components [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
NET SALES | 1,212,917 | 982,213 | 733,830 | ||||||||
Non-Decorative Interior Products and Components [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
NET SALES | 148,001 | 75,406 | 59,436 | ||||||||
Exterior Products and Other [Member] | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
NET SALES | $ 274,735 | $ 164,268 | $ 127,067 |
SEGMENT INFORMATION - Other Rec
SEGMENT INFORMATION - Other Reconciling Items from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 24, 2017 | Jun. 25, 2017 | Mar. 26, 2017 | Dec. 31, 2016 | Sep. 25, 2016 | Jun. 26, 2016 | Mar. 27, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 475,570 | $ 407,511 | $ 407,145 | $ 345,427 | $ 323,936 | $ 304,151 | $ 315,163 | $ 278,637 | $ 1,635,653 | $ 1,221,887 | $ 920,333 |
Cost of goods sold | 1,356,738 | 1,019,418 | 768,054 | ||||||||
Operating income | 121,900 | 90,837 | 69,918 | ||||||||
Unallocated corporate expenses | (157,015) | (111,632) | (82,361) | ||||||||
Amortization | (19,374) | (13,368) | (8,787) | ||||||||
Identifiable assets | 866,644 | 534,950 | 866,644 | 534,950 | 381,584 | ||||||
Corporate property and equipment | 118,486 | 85,483 | 118,486 | 85,483 | |||||||
Intangible assets, net | 263,467 | 164,539 | 263,467 | 164,539 | 106,759 | ||||||
Depreciation and amortization | 33,541 | 24,362 | 16,775 | ||||||||
Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 1,668,901 | 1,247,972 | 940,862 | ||||||||
Cost of goods sold | 1,388,094 | 1,042,859 | 786,924 | ||||||||
Operating income | 170,493 | 122,106 | 91,372 | ||||||||
Identifiable assets | 830,434 | 482,928 | 830,434 | 482,928 | 351,982 | ||||||
Depreciation and amortization | 31,002 | 21,655 | 14,663 | ||||||||
Segment Reconciling Items [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Unallocated corporate expenses | (29,219) | (17,901) | (12,667) | ||||||||
Amortization | (19,374) | (13,368) | (8,787) | ||||||||
Identifiable assets | 11,700 | 10,630 | 11,700 | 10,630 | 2,923 | ||||||
Intangible assets, net | 3,174 | 2,842 | 3,174 | 2,842 | 3,068 | ||||||
Consolidation, Eliminations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (33,248) | (26,085) | (20,529) | ||||||||
Cost of goods sold | (33,248) | (26,085) | (20,529) | ||||||||
Corporate, Non-Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Cost of goods sold | 1,892 | 2,644 | 1,659 | ||||||||
Corporate property and equipment | $ 21,336 | $ 38,550 | 21,336 | 38,550 | 23,611 | ||||||
Depreciation and amortization | $ 2,539 | $ 2,707 | $ 2,112 |
QUARTERLY FINANCIAL INFORMATI83
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) $ / shares in Units, $ in Thousands | Dec. 08, 2017 | Dec. 31, 2017USD ($)$ / shares | Sep. 24, 2017USD ($)$ / shares | Jun. 25, 2017USD ($)$ / shares | Mar. 26, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares | Sep. 25, 2016USD ($)$ / shares | Jun. 26, 2016USD ($)$ / shares | Mar. 27, 2016USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | |||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Net sales | $ 475,570 | $ 407,511 | $ 407,145 | $ 345,427 | $ 323,936 | $ 304,151 | $ 315,163 | $ 278,637 | $ 1,635,653 | $ 1,221,887 | $ 920,333 | ||||
Gross profit | 80,683 | 69,183 | 71,500 | 57,549 | 52,981 | 48,852 | 55,284 | 45,352 | 278,915 | 202,469 | 152,279 | ||||
Net income | $ 29,046 | $ 17,945 | $ 21,260 | $ 17,467 | $ 13,560 | $ 12,073 | $ 16,969 | $ 12,975 | $ 85,718 | $ 55,577 | $ 42,219 | ||||
Net income per common share: | |||||||||||||||
Basic net income per common share (in dollars per share) | $ / shares | $ 1.18 | $ 0.73 | $ 0.86 | $ 0.76 | $ 0.60 | $ 0.53 | $ 0.75 | $ 0.58 | $ 3.54 | [1] | $ 2.47 | [1] | $ 1.84 | [1] | |
Diluted net income per common share (in dollars per share) | $ / shares | $ 1.16 | $ 0.72 | $ 0.85 | $ 0.75 | $ 0.59 | $ 0.53 | $ 0.74 | $ 0.57 | $ 3.48 | [1] | $ 2.43 | [1] | $ 1.81 | [1] | |
Stock split conversion ratio | 1.5 | ||||||||||||||
[1] | Net income per common share and weighted average shares outstanding, on both a basic and diluted basis, for the years presented, reflect the impact of the three-for-two common stock split paid on December 8, 2017. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)employee | |
Board Member [Member] | |
Related Party Transaction [Line Items] | |
Number of independent employees in related party transactions | employee | 3 |
Former President and CEO [Member] | |
Related Party Transaction [Line Items] | |
Purchases from related parties | $ 1 |
Fiberglass And Plastic Components [Member] | President [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related parties | 1.1 |
RV Components [Member] | President [Member] | |
Related Party Transaction [Line Items] | |
Revenue from related parties | $ 0.4 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | Jan. 22, 2018USD ($)$ / shares |
Subsequent Event [Line Items] | |
Proceeds from issuance of warrants | $ 18,100,000 |
Convertible Debt [Member] | Convertible Senior Notes Due 2023 [Member] | |
Subsequent Event [Line Items] | |
Convertible debt face amount | $ 172,500,000 |
Convertible debt stated interest rate | 1.00% |
Portion of convertible debt due to initial purchases' over-allotment option | $ 22,500,000 |
Proceeds from issuance of convertible debt | $ 167,800,000 |
Convertible debt conversion ratio | 0.0113785 |
Convertible debt conversion price (in dollars per share) | $ / shares | $ 87.89 |
Convertible Debt Contract [Member] | Designated as Hedging Instrument [Member] | |
Subsequent Event [Line Items] | |
Payments for derivative instrument | $ 31,500,000 |