Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 12, 2021 | Jun. 26, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-03922 | ||
Entity Registrant Name | PATRICK INDUSTRIES, INC. | ||
Entity Incorporation, State or Country Code | IN | ||
Entity Tax Identification Number | 35-1057796 | ||
Entity Address, Address Line One | 107 W. FRANKLIN STREET, P.O. BOX 638 | ||
Entity Address, City or Town | ELKHART, | ||
Entity Address, State or Province | IN | ||
Entity Address, Postal Zip Code | 46515 | ||
City Area Code | 574 | ||
Local Phone Number | 294-7511 | ||
Title of 12(b) Security | Common stock, without par value | ||
Trading Symbol | PATK | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.2 | ||
Entity Common Stock, Shares Outstanding | 23,544,041 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for its Annual Meeting of Shareholders to be held on May 13, 2021 are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0000076605 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
NET SALES | $ 2,486,597 | $ 2,337,082 | $ 2,263,061 |
Cost of goods sold | 2,027,580 | 1,914,211 | 1,847,195 |
GROSS PROFIT | 459,017 | 422,871 | 415,866 |
Operating Expenses: | |||
Warehouse and delivery | 98,400 | 98,055 | 74,996 |
Selling, general and administrative | 146,376 | 134,466 | 128,242 |
Amortization of intangible assets | 40,868 | 35,908 | 34,213 |
Total operating expenses | 285,644 | 268,429 | 237,451 |
OPERATING INCOME | 173,373 | 154,442 | 178,415 |
Interest expense, net | 43,001 | 36,616 | 26,436 |
Income before income taxes | 130,372 | 117,826 | 151,979 |
Income taxes | 33,311 | 28,260 | 32,147 |
NET INCOME | $ 97,061 | $ 89,566 | $ 119,832 |
BASIC NET INCOME PER COMMON SHARE (in USD per share) | $ 4.27 | $ 3.88 | $ 4.99 |
DILUTED NET INCOME PER COMMON SHARE (in USD per share) | $ 4.20 | $ 3.85 | $ 4.93 |
Weighted average common shares outstanding - basic (in shares) | 22,730 | 23,058 | 23,995 |
Weighted average shares outstanding - Diluted (in shares) | 23,087 | 23,280 | 24,317 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 97,061 | $ 89,566 | $ 119,832 |
Other comprehensive (loss) income, net of tax: | |||
Change in unrealized loss of hedge derivatives | (515) | (2,401) | (1,973) |
Foreign currency translation gain (loss) | 154 | (22) | (32) |
Other | 7 | (595) | (741) |
Total other comprehensive loss | (354) | (3,018) | (2,746) |
COMPREHENSIVE INCOME | $ 96,707 | $ 86,548 | $ 117,086 |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANICAL POSITION - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 44,767 | $ 139,390 |
Trade and other receivables, net | 132,505 | 87,536 |
Inventories | 312,809 | 253,870 |
Prepaid expenses and other | 37,982 | 36,038 |
Total current assets | 528,063 | 516,834 |
Property, plant and equipment, net | 251,493 | 180,849 |
Operating lease right-of-use assets | 117,816 | 93,546 |
Goodwill | 395,800 | 319,349 |
Intangible assets, net | 456,276 | 357,014 |
Deferred financing costs, net | 2,382 | 2,978 |
Other non-current assets | 1,605 | 423 |
TOTAL ASSETS | 1,753,435 | 1,470,993 |
Current Liabilities | ||
Current maturities of long-term debt | 7,500 | 5,000 |
Current operating lease liabilities | 30,901 | 27,694 |
Accounts payable | 105,786 | 96,208 |
Accrued liabilities | 83,202 | 58,033 |
Total current liabilities | 227,389 | 186,935 |
Long-term debt, less current maturities, net | 810,907 | 670,354 |
Long-term operating lease liabilities | 88,175 | 66,467 |
Deferred tax liabilities, net | 39,516 | 27,284 |
Other long-term liabilities | 28,007 | 22,472 |
TOTAL LIABILITIES | 1,193,994 | 973,512 |
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 2020 - 23,360,619 shares; issued 2019 - 23,753,551 shares | 180,892 | 172,662 |
Additional paid-in-capital | 24,387 | 25,014 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (6,052) | (5,698) |
Retained earnings | 360,214 | 305,503 |
TOTAL SHAREHOLDERS’ EQUITY | 559,441 | 497,481 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 1,753,435 | $ 1,470,993 |
CONSOLIDATED STATEMENTS OF FI_2
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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) | 23,360,619 | 23,753,551 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 97,061 | $ 89,566 | $ 119,832 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 73,270 | 62,795 | 55,052 |
Amortization of convertible notes debt discount | 15,960 | 7,021 | 5,885 |
Stock-based compensation expense | 7,187 | 15,436 | 13,981 |
Deferred income taxes | 8,091 | 5,593 | 759 |
Other | 3,991 | (1,661) | (2,841) |
Change in operating assets and liabilities, net of acquisitions of businesses: | |||
Trade and other receivables, net | (29,190) | 5,768 | 26,680 |
Inventories | (34,554) | 19,682 | 92 |
Prepaid expenses and other assets | (2,414) | (12,869) | 1,654 |
Accounts payable, accrued liabilities and other | 20,751 | 1,079 | (21,081) |
Net cash provided by operating activities | 160,153 | 192,410 | 200,013 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (32,100) | (27,661) | (34,486) |
Proceeds from sale of property, equipment, facility and other | 211 | 4,402 | 6,463 |
Business acquisitions, net of cash acquired | (305,995) | (55,953) | (343,347) |
Net cash used in investing activities | (337,884) | (79,212) | (371,370) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Term debt borrowings | 0 | 7,500 | 36,981 |
Term debt repayments | (5,000) | (6,250) | (7,691) |
Borrowing on revolver | 239,277 | 653,129 | 1,211,464 |
Repayments on revolver | (99,277) | (910,461) | (1,106,528) |
Proceeds from senior notes offering | 0 | 300,000 | 0 |
Proceeds from convertible notes offering | 0 | 0 | 172,500 |
Purchase of convertible notes hedges | 0 | 0 | (31,481) |
Proceeds from sale of warrants | 0 | 0 | 18,147 |
Cash dividends paid to shareholders | (23,630) | (5,798) | 0 |
Stock repurchases under buyback program | (23,106) | (3,815) | (107,567) |
Payments related to vesting of stock-based awards, net of shares tendered for taxes | (3,741) | (3,380) | (2,698) |
Payment of deferred financing costs | (58) | (7,219) | (7,632) |
Payment of contingent consideration from a business acquisition | (2,000) | (4,416) | 0 |
Other financing activities | 643 | 7 | (10) |
Net cash provided by financing activities | 83,108 | 19,297 | 175,485 |
Increase (decrease) in cash and cash equivalents | (94,623) | 132,495 | 4,128 |
Cash and cash equivalents at beginning of year | 139,390 | 6,895 | 2,767 |
Cash and cash equivalents at end of year | $ 44,767 | $ 139,390 | $ 6,895 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in- Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Balance at Dec. 31, 2017 | $ 370,685 | $ 163,196 | $ 8,243 | $ 66 | $ 199,180 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 119,832 | 119,832 | |||
Other comprehensive loss, net of tax | (2,746) | (2,746) | |||
Stock repurchases under buyback program | (107,567) | (12,783) | (646) | (94,138) | |
Issuance of shares upon exercise of common stock options | 3 | 3 | |||
Shares used to pay taxes on stock grants | (2,961) | (2,961) | |||
Stock-based compensation expense | 13,981 | 13,981 | |||
Purchase of convertible notes hedges | (31,481) | (31,481) | |||
Proceeds from sale of warrants | 18,147 | 18,147 | |||
Equity component of convertible note issuance | 30,861 | 30,861 | |||
Balance at Dec. 31, 2018 | 408,754 | 161,436 | 25,124 | (2,680) | 224,874 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 89,566 | 89,566 | |||
Other comprehensive loss, net of tax | (3,018) | (3,018) | |||
Stock repurchases under buyback program | (3,815) | (706) | (110) | (2,999) | |
Issuance of shares upon exercise of common stock options | 7 | 7 | |||
Shares used to pay taxes on stock grants | (3,511) | (3,511) | |||
Stock-based compensation expense | 15,436 | 15,436 | |||
Dividends declared | (5,938) | (5,938) | |||
Balance at Dec. 31, 2019 | 497,481 | 172,662 | 25,014 | (5,698) | 305,503 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 97,061 | 97,061 | |||
Other comprehensive loss, net of tax | (354) | (354) | |||
Stock repurchases under buyback program | (23,106) | (4,331) | (627) | (18,148) | |
Issuance of shares upon exercise of common stock options | 643 | 643 | |||
Shares used to pay taxes on stock grants | (4,042) | (4,042) | |||
Stock-based compensation expense | 15,960 | 15,960 | |||
Dividends declared | (24,202) | (24,202) | |||
Balance at Dec. 31, 2020 | $ 559,441 | $ 180,892 | $ 24,387 | $ (6,052) | $ 360,214 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Nature of Business Patrick Industries, Inc. (“Patrick” or the “Company”) operations consist of the manufacture and distribution of component 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, 2020, the Company maintained 141 manufacturing plants and 58 distribution facilities located in 23 states, China, Canada and the Netherlands. Patrick operates in two business segments: Manufacturing and Distribution. Principles of Consolidation 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 intercompany accounts and transactions have been eliminated in consolidation. In preparation of Patrick’s consolidated financial statements as of December 31, 2020, 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 to determine those requiring recognition or disclosure in the consolidated financial statements. Financial Periods 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 2020 ended on March 29, 2020, June 28, 2020 and September 27, 2020. The first three quarters of fiscal year 2019 ended on March 31, 2019, June 30, 2019 and September 29, 2019. The first three quarters of fiscal year 2018 ended on April 1, 2018, July 1, 2018 and September 30, 2018. 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. Estimates include the valuation of goodwill and indefinite-lived intangible assets, the valuation of long-lived assets, the allowance for doubtful accounts, excess and obsolete inventories, the valuation of estimated contingent consideration and deferred tax asset valuation allowances. Actual results could differ from the amounts reported. Revenue Recognition See Note 3 for further information on our revenue recognition accounting policies. Costs and Expenses Cost of goods sold includes material costs, direct and indirect labor, depreciation, 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. Stock Based Compensation Compensation expense related to the fair value of restricted stock and restricted stock unit ("RSU") 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, including the expected option term, dividend yield, risk-free interest rate and volatility of the Company's common stock. 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. New shares are issued upon exercise of options. Forfeitures of stock based compensation are recognized as incurred. Net Income Per Common Share Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding, plus the dilutive effect of stock options, SARS, and restricted stock and RSU awards (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. Common Stock Equivalents are not included in the computation of diluted net income per common share if their effect would be anti-dilutive. See Note 14 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 and Other 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 historical and forward-looking factors, such as historical and anticipated customer performance, current overall and industry-specific economic conditions, historical write-off and collection experience, the level of past-due amounts, and specific risks identified in the trade receivables portfolio. Allowance for doubtful accounts was immaterial at December 31, 2020 and 2019, and changes in the allowance were immaterial for the years ended December 31, 2020, 2019 and 2018. Inventories Inventories are stated at the lower of cost (first-in, first-out 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 excess and obsolete inventory based on current assessments of future demand, market conditions, and related management initiatives. The cost of manufactured inventories includes raw materials, inbound freight, labor and overhead. The Company’s distribution inventories include the cost of materials purchased for resale and inbound freight. Prepaid Expenses and Other Prepaid expenses and other consists of the following at December 31, 2020 and 2019: (thousands) 2020 2019 Vendor rebates receivable $ 6,527 $ 11,524 Income tax receivable — 3,895 Prepaid expenses 16,510 7,571 Deposits 14,945 1,409 Prepaid income taxes — 11,639 Total $ 37,982 $ 36,038 Property, Plant and Equipment Property, plant and equipment (“PP&E”) is generally recorded at cost. 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 Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but are subject to an annual impairment test based on their estimated fair value. The Company performs the required test for goodwill and indefinite-lived intangible assets for impairment in the fourth quarter, or more frequently, if events or changes in circumstances indicate that the carrying value may exceed the fair value. As part of the annual goodwill test, we estimate the fair value of our reporting units using both an income and market based approach. The market approach includes a comparison of multiples of earnings before interest, taxes, depreciation and amortization for the reporting units to similar businesses or guideline companies whose securities are actively traded in public markets. The income approach calculates the present value of expected cash flows to determine the estimated fair value of our reporting units. Additionally, the income approach requires us to estimate future cash flows, the timing of these cash flows, and a discount rate (based on a weighted average cost of capital), which represents the time value of money and the inherent risk and uncertainty of the future cash flows. The assumptions we use to estimate future cash flows are consistent with the assumptions that our reporting units use for internal planning purposes. When calculating the present value of future cash flows under the income approach, we take into consideration multiple variables, including forecasted sales volumes and operating income, current industry and economic conditions, and historical results. If we determine that the estimated fair value of each reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. Our fourth quarter 2020 goodwill impairment test concluded that the fair values of each of our reporting units exceeded their carrying values. Our fourth quarter indefinite-lived intangibles test also concluded that the fair values of intangibles exceeded their respective carrying values. Definite-lived intangible assets are amortized over their useful lives, as detailed further in Note 7, and are also subject to an impairment test based on estimated undiscounted cash flows when impairment indicators exist. 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. Fair Value and Financial Instruments The Company accounts for certain assets and liabilities at fair value. The fair values are separated into three broad levels (Levels 1, 2 and 3) based on the assessment of the availability of observable market data and the significance of non-observable data used to determine fair value. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three levels are as follows: • Level 1 inputs, which are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 inputs, which are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 inputs, which are unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). 2020 2019 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash Equivalents (1) — — — 132.6 — — Senior Note — 329.0 — — 320.3 — Convertible Note — 180.0 — — 162.5 — Interest Rate Swaps (2) — 6.6 — — 5.9 — Contingent consideration (3) — — 6.9 — — 9.6 (1) The carrying amounts of cash equivalents, representing government and other money market funds traded in an active market, are reported on the consolidated statements of financial position as a component of "Cash and cash equivalents". The Company held no Cash Equivalents as of December 31, 2020. (2) The interest rate swaps are comprised of over-the-counter derivatives, which are valued using models that primarily rely on observable inputs such as yield curves, and are classified as Level 2 in the fair value hierarchy and discussed further in Note 9. (3) The estimated fair value of the Company's contingent consideration is valued using Level 3 inputs and is discussed further in Note 4. Income Taxes Deferred taxes are provided on an asset and liability method whereby deferred taxes are recognized based on temporary differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when 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. Reclassified Amounts Certain amounts have been reclassified in prior year financial statements to conform with current year presentation. These reclassifications have no impact on the overall financial information and relate to the following: • Gross versus net presentation of earnings in accumulated other comprehensive income (loss) - Note 10 • Presentation of discrete items in the Company's income tax rate reconciliation - Note 12 |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Goodwill Impairment In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, " Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ". This ASU simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. The standard requires that the impairment loss be measured as the excess of the reporting unit's carrying amount over its fair value. It eliminates the second step that requires the impairment to be measured between the implied value of a reporting unit's goodwill and its carrying value. The standard is effective for annual and any interim impairment tests for periods beginning after December 15, 2019 and early adoption is permitted. The Company adopted this ASU 2017-04 on January 1, 2020 and the adoption did not have a material effect on its consolidated financial statements. Credit Losses In June 2016, the FASB issued ASU 2016-13 “ Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments ”, which amends certain provisions of Accounting Standards Codification ("ASC") 326, “Financial Instruments-Credit Loss”. The ASU changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held to maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. Additionally, entities will be required to disclose more information with respect to credit quality indicators, including information used to track credit quality by year of origination for most financing receivables. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years and will be applied as a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period for which the guidance is effective. The Company adopted ASU 2016-13 on January 1, 2020 and the adoption did not have a material effect on its consolidated financial statements. Income Taxes In December 2019, the FASB issued ASU 2019-12, " Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ", a new standard to simplify the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption is not expected to have a material effect on its consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, " Reference Rate Reform (Topic 848) ", a new standard providing final guidance to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as SOFR. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. The guidance is effective upon issuance and generally can be applied through December 31, 2022. We are currently evaluating the impact of this standard on our consolidated financial statements. Accounting for Convertible Instruments and Contracts in an Entity's Own Equity In August 2020, the FASB issued ASU 2020-06, " Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ", a new standard that simplifies certain accounting treatments for convertible debt instruments. The guidance eliminates certain requirements that require separate accounting for embedded conversion features and simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. In addition, the new guidance requires entities use the if-converted method for all convertible instruments in the diluted net income per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares, with certain exceptions. Furthermore, the guidance requires new disclosures about events that occur during the reporting period that cause conversion contingencies to be met and about the fair value of convertible debt at the instrument level, among other things. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company is a major manufacturer and distributor of component products and materials serving original equipment manufacturers in the RV, MH, marine, and industrial industries. Revenue is recognized when or as control of the promised goods transfers to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. The Company’s contracts typically consist of a single performance obligation to manufacture and provide the promised goods. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using the standalone selling price of each distinct good in the contract. The transaction price for contracts may include reductions to the transaction price for estimated volume discounts and rebates and other customer incentives. Manufacturing segment revenue is recognized when control of the products transfers to the customer which is the point when the customer gains the ability to direct the use of and obtain substantially all the remaining benefits from the asset, which is generally upon delivery of goods. In limited circumstances, where the products are customer specific with no alternative use to the Company, and the Company has a legally enforceable right to payment for performance to date with a reasonable margin, revenue is recognized over the contract term based on the cost-to-cost method. However, such revenue is not material to the consolidated financial statements. Distribution segment revenue from product sales is recognized on a gross basis upon shipment or delivery of goods at which point control transfers to the customer. The Company acts as a principal in such arrangements because it controls the promised goods before delivery to the customer. The Company uses direct shipment arrangements with certain vendors and suppliers to deliver products to its customers without having to physically hold the inventory at its warehouses. The Company is the principal in the transaction and recognizes revenue for direct shipment arrangements on a gross basis. Our role as principal in our distribution sales is generally characterized by (i) customers entering into contracts with the Company, not the vendor; (ii) our obligation to pay the vendor irrespective of our ability to collect from the customer; (iii) our discretion in determining the price of the good provided to the customer; (iv) our title to the goods before the customer receives or accept the goods; and (v) our responsibility for the quality and condition of goods delivered to the customer. In the following table, revenue from contracts with customers, net of intersegment sales, is disaggregated by market type and by reportable segment, consistent with how the Company believes the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors: Year Ended December 31, 2020 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 938,301 $ 453,907 $ 1,392,208 Manufactured Housing 180,136 252,227 432,363 Industrial 286,764 36,601 323,365 Marine 324,250 14,411 338,661 Total $ 1,729,451 $ 757,146 $ 2,486,597 Year Ended December 31, 2019 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 897,848 $ 389,345 $ 1,287,193 Manufactured Housing 176,665 260,121 436,786 Industrial 250,969 33,595 284,564 Marine 316,781 11,758 328,539 Total $ 1,642,263 $ 694,819 $ 2,337,082 Year Ended December 31, 2018 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 1,069,981 $ 364,276 $ 1,434,257 Manufactured Housing 163,513 111,178 274,691 Industrial 246,168 33,813 279,981 Marine 265,805 8,327 274,132 Total $ 1,745,467 $ 517,594 $ 2,263,061 Sales and other taxes collected concurrent with revenue-producing activities are excluded from net sales. 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 accounted for as costs to fulfill the contract and are included in warehouse and delivery expenses. The Company’s contracts across each of its businesses typically do not result in situations where there is a time period greater than one year between performance under the contract and collection of the related consideration. The Company does not account for a significant financing component when the Company expects, at contract inception, that the period between the Company's transfer of a promised good or service to a customer and the customer’s payment for that good or service will be one year or less. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the incurred costs that the Company otherwise would have capitalized is one year or less. These costs, representing primarily sales commissions, are included in selling, general and administrative expenses. The Company does not disclose information about the transaction price being allocated to the remaining performance obligations at period end, as the Company does not have material contracts that have original expected durations of more than one year. Contract Liabilities |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS General The Company completed the acquisitions discussed below during the years ended December 31, 2020, 2019 and 2018. The acquisitions were funded through cash on hand or 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. For each acquisition, the Company completes its allocation of the purchase price to the fair value of acquired assets and liabilities within a one-year measurement period. For those acquisitions where the purchase price allocation is provisional, which includes certain acquisitions completed in 2020, the Company is still in the process of finalizing the fair values of acquired intangible assets and fixed assets. 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 is recorded as goodwill, which generally represents the combined value of 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. For the years ended December 31, 2020, 2019 and 2018, revenue of approximately $81.9 million, $8.3 million and $249.3 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, 2020, 2019 and 2018, operating income of approximately $10.7 million, $0.9 million and $23.2 million, respectively, was included in the Company’s consolidated statements of income pertaining to the businesses acquired in each such year. Acquisition-related costs associated with the businesses acquired in 2020, 2019 and 2018 were immaterial in each respective year. Contingent Consideration In connection with certain acquisitions, if certain financial targets for the acquired businesses are achieved, the Company is required to pay additional cash consideration. The Company records a liability for the fair value of the contingent consideration related to each of these acquisitions as part of the initial purchase price based on the present value of the expected future cash flows and the probability of future payments at the date of acquisition. The liability for the contingent consideration is measured at fair value in subsequent periods, with the changes in fair value recorded in the consolidated statements of income. The aggregate fair value of the contingent consideration as of December 31, 2020 was $6.9 million, $1.6 million of which is included in the line item "Accrued liabilities" and $5.3 million is included in “Other long-term liabilities” on the consolidated statement of financial position. At December 31, 2019, the fair value was $9.6 million, $2.0 million of which was included in the line item "Accrued liabilities" and $7.6 million was included in "Other long-term liabilities". The liability for contingent consideration expires at various dates through December 2023. The contingent consideration arrangements are subject to a maximum payment amount of up to $14.5 million in the aggregate as of December 31, 2020. In 2020, the Company recorded a $4.2 million non-cash decrease to accrued liabilities, which is included within selling, general and administrative expense in the consolidated statement of income, partly offset by a $0.2 million non-cash accretion of other long term liabilities, representing changes in the amount of consideration expected to be paid. In 2020, the Company made cash payments of approximately $2.0 million related to contingent consideration liabilities, recording a corresponding reduction to accrued liabilities. 2020 Acquisitions The Company completed the following seven previously announced acquisitions in the year ended December 31, 2020 (the "2020 Acquisitions"): Company Segment Description Maple City Woodworking Corporation Manufacturing Manufacturer of hardwood cabinet doors and fascia for the RV market based in Goshen, Indiana SEI Manufacturing, Inc. Manufacturing Manufacturer of towers, T-Tops, hardtops, rails, gates and other aluminum exterior products for the marine market located in Cromwell, Indiana Inland Plywood Company Manufacturing Supplier, laminator, and wholesale distributor of treated, untreated, and laminated plywood, medium density overlay panels, and other specialty products, primarily serving the marine market as well as the RV and industrial markets headquartered in Pontiac, Michigan with an additional facility in Cocoa, Florida Synergy RV Transport Distribution Transportation and logistics service provider primarily for original equipment manufacturers and dealers in the RV market located in Goshen, Indiana Front Range Stone Manufacturing Fabricator and installer of natural stone, quartz, solid surface, and laminate countertops, primarily serving big box home improvement retailers, home builders and commercial contractors in the industrial market based in Englewood, Colorado Geremarie Corporation Manufacturing Designer, manufacturer, and fabricator of a full suite of high-precision aluminum components serving the marine industry, in addition to the medical, aerospace, defense, commercial and industrial markets located in Lake Zurich, Illinois Taco Metals, LLC Manufacturing Manufacturer of boating products including rub rail systems, canvas and tower components, sport fishing and outrigger systems, helm chairs and pedestals, and specialty hardware for leading OEMs in the recreational boating industry and the related aftermarket headquartered in Miami, Florida, with manufacturing facilities in Tennessee and Florida, and distribution centers in Tennessee, Florida, South Carolina, and Massachusetts Inclusive of four immaterial acquisitions not discussed above, total cash consideration for the 2020 Acquisitions was approximately $307.0 million, plus contingent consideration over a one 2019 Acquisitions The Company completed the following two previously announced acquisitions in the year ended December 31, 2019 (the "2019 Acquisitions"): Company Segment Description G.G. Schmitt & Sons, Inc. Manufacturing Designer and manufacturer of customized hardware and structural components for the marine industry based in Sarasota, Florida Topline Counters, LLC Manufacturing Designer and manufacturer of kitchen and bathroom countertops for residential and commercial markets based in Sumner, Washington Inclusive of two immaterial acquisitions not discussed above, total cash consideration for the 2019 Acquisitions was $53.3 million, plus contingent consideration over a one year period based on future performance in connection with one acquisition. Purchase price allocations and all valuation activities in connection with the 2019 Acquisitions have been finalized. 2018 Acquisitions The Company completed the following nine previously announced acquisitions in the year ended December 31, 2018 (the "2018 Acquisitions"): Company Segment Description Metal Moulding Corporation ("MAC") Manufacturing 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 based in Madison, Tennessee Aluminum Metals Company, LLC Manufacturing Manufacturer of aluminum products including coil, fabricated sheets and extrusions and roofing products, primarily for the RV, industrial and marine markets based in Elkhart, Indiana IMP Holdings, LLC d/b/a Indiana Marine Products Manufacturing Manufacturer of fully-assembled helm assemblies, including electrical wiring harnesses, dash panels, instrumentation and gauges, and other products primarily for the marine market based in Angola, Indiana Collins & Company, Inc. Distribution Distributor of appliances, trim products, fuel systems, flooring, tile, and other related building materials primarily to the RV market as well as the housing and industrial markets based in Bristol, Indiana Dehco, Inc. Manufacturing & Distribution Distributor and manufacturer of flooring, kitchen and bath products, adhesives and sealants, electronics, appliances and accessories, LP tanks, and other related building materials, primarily for the RV market as well as the MH, marine, and other industrial markets operating facilities in Indiana, Oregon, Pennsylvania, and Alabama Dowco, Inc. Manufacturing Designer and manufacturer of custom designed boat covers and bimini tops, full boat enclosures, mounting hardware, and other accessories and components for the marine market operating facilities in Wisconsin, Missouri, Indiana, and Minnesota Marine Accessories Corporation Manufacturing & Distribution Manufacturer, distributor and aftermarket supplier of custom tower and canvas products and other related accessories to OEMs, dealers, retailers and distributors within the marine market, as well as direct to consumers based in Maryville, Tennessee Engineered Metals and Composites, Inc. Manufacturing Designer and manufacturer of custom marine towers, frames, and other fabricated component products for OEMs in the marine industry based in West Columbia, South Carolina LaSalle Bristol Distribution & Manufacturing Distributor and manufacturer of plumbing, flooring, tile, lighting, air handling and building products for the MH, RV, and industrial markets headquartered in Elkhart, Indiana and operating a total of 15 Inclusive of one immaterial acquisition not discussed above, total cash consideration for the 2018 Acquisitions was $342.7 million, plus contingent consideration over a 3-month to 3-year period based on future performance in connection with certain acquisitions. Purchase price allocations and all valuation activities in connection with the 2018 Acquisitions have been finalized. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the acquisition for 2020, 2019 and 2018 Acquisitions: (thousands) 2020 Acquisitions 2019 Acquisitions 2018 Acquisitions Consideration Cash, net of cash acquired $ 307,011 $ 53,300 $ 342,696 Working capital holdback and other, net (1) (132) — — Contingent consideration (2) 4,763 1,160 11,775 Total consideration 311,642 54,460 354,471 Assets Acquired Trade receivables $ 15,359 $ 9,859 $ 32,109 Inventories 26,001 5,641 91,672 Prepaid expenses & other 949 20 8,362 Property, plant & equipment 66,574 6,469 46,015 Operating lease right-of-use assets 20,029 5,653 — Identifiable intangible assets 136,070 23,715 146,583 Liabilities Assumed Current portion of operating lease obligations (2,721) (2,328) — Accounts payable & accrued liabilities (12,127) (6,721) (50,667) Operating lease obligations (17,308) (3,325) — Deferred tax liabilities (4,322) (1,922) (6,969) Total fair value of net assets acquired 228,504 37,061 267,105 Goodwill (3) 83,138 17,399 87,366 $ 311,642 $ 54,460 $ 354,471 (1) Certain acquisitions contain working capital holdbacks which are typically settled in a 90-day period following the close of the acquisition. This value represents the remaining amounts due to (from) sellers as of December 31, 2020. (2) These amounts reflect the acquisition date fair value of contingent consideration based on future performance relating to certain acquisitions. (3) Goodwill is tax-deductible for the 2020 Acquisitions, except Front Range Stone (approximately $10.0 million); for the 2019 Acquisitions, except GG Schmitt (approximately $5.4 million); and for the 2018 Acquisitions, except MAC, whose goodwill is partially tax-deductible, and LaSalle Bristol, whose goodwill is not tax deductible (for total goodwill not tax-deductible for the 2018 Acquisitions of approximately $28.4 million). We estimate the value of acquired property, plant, and equipment using a combination of the income, cost, and market approaches, such as estimates of future income growth, capitalization rates, discount rates, and capital expenditure needs of the acquired businesses. The following table presents our estimates of identifiable intangibles for the 2020, 2019, and 2018 Acquisitions: (thousands except year data) Estimated Useful Life (in years) 2020 Acquisitions 2019 Acquisitions 2018 Acquisitions Customer relationships 10 $ 104,790 $ 18,112 $ 100,684 Non-compete agreements 5 1,210 150 1,674 Patents 10-18 6,470 — 15,290 Trademarks Indefinite 23,600 5,453 28,935 $ 136,070 $ 23,715 $ 146,583 We estimate the value of customer relationships using the multi-period excess earnings method, which is a variation of the income approach, calculating the present value of incremental after-tax cash flows attributable to the asset. Non-compete agreements are valued using a discounted cash flow approach, which is a variation of the income approach, with and without the individual counterparties to the non-compete agreements. Trademarks are valued using the relief-from-royalty method, which applies an estimated royalty rate to forecasted future cash flows, discounted to present value. Pro Forma Information (Unaudited) The following pro forma information assumes the 2020 Acquisitions and 2019 Acquisitions 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 2020 Acquisitions and 2019 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 incremental amortization expense related to intangible assets acquired of $8.7 million and $11.7 million for the years ended December 31, 2020 and 2019, respectively, in connection with the acquisitions as if they occurred as of the beginning of the year immediately preceding each such acquisition. (thousands except per share data) 2020 2019 Net sales $ 2,633,388 $ 2,600,568 Net income 100,069 97,872 Basic net income per common share 4.40 4.24 Diluted net income per common share 4.33 4.21 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories as of December 31, 2020 and 2019 consist of the following: (thousands) 2020 2019 Raw materials $ 157,219 $ 162,238 Work in process 19,282 14,272 Finished goods 37,632 28,446 Less: reserve for inventory excess and obsolescence (8,320) (10,123) Total manufactured goods, net 205,813 194,833 Materials purchased for resale (distribution products) 112,158 60,918 Less: reserve for inventory excess and obsolescence (5,162) (1,881) Total materials purchased for resale (distribution products), net 106,996 59,037 Total inventories $ 312,809 $ 253,870 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net, consists of the following at December 31, 2020 and 2019: (thousands) 2020 2019 Land and improvements $ 12,670 $ 9,754 Building and improvements 73,433 67,493 Machinery and equipment 286,418 204,383 Transportation equipment 8,200 6,640 Leasehold improvements 18,928 14,738 Property, plant and equipment, at cost 399,649 303,008 Less: accumulated depreciation and amortization (148,156) (122,159) Property, plant and equipment, net $ 251,493 $ 180,849 Total depreciation expense for property, plant and equipment for fiscal 2020, 2019, and 2018 was $32.3 million, $26.9 million and $20.8 million, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - January 1, 2019 $ 235,345 $ 46,389 $ 281,734 Acquisitions 21,488 — 21,488 Adjustment to prior year preliminary purchase price allocation 11,569 4,558 16,127 Balance - December 31, 2019 268,402 50,947 319,349 Acquisitions 78,055 5,083 83,138 Adjustment to prior year preliminary purchase price allocation (8,412) 1,725 (6,687) Balance - December 31, 2020 $ 338,045 $ 57,755 $ 395,800 As of December 31, 2020 and 2019, accumulated impairment of goodwill in the Manufacturing segment was $27.4 million. Intangible assets, net consist of the following at December 31, 2020 and 2019 : (thousands) 2020 2019 Customer relationships $ 461,754 $ 357,513 Non-compete agreements 15,949 16,202 Patents 23,025 16,495 Trademarks 113,796 88,524 614,524 478,734 Less: accumulated amortization (158,248) (121,720) Intangible assets, net $ 456,276 $ 357,014 Changes in the carrying value of intangible assets for the years ended December 31, 2020 and 2019 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - January 1, 2019 $ 304,485 $ 78,497 $ 382,982 Acquisitions 17,922 — 17,922 Amortization (29,457) (6,451) (35,908) Adjustment to prior year preliminary purchase price allocation (10,827) 2,845 (7,982) Balance - December 31, 2019 282,123 74,891 357,014 Acquisitions 119,130 17,000 136,130 Amortization (33,505) (7,363) (40,868) Impairment of intangible assets (1) (119) (1,831) (1,950) Adjustment to prior year preliminary purchase price allocation 6,088 (138) 5,950 Balance - December 31, 2020 $ 373,717 $ 82,559 $ 456,276 (1) Certain operations permanently ceased activities during the year ended December 31, 2020. As a result, we recorded a $2.0 million pre-tax impairment of customer relationships and trademarks of these operations after determining the net carrying value of the assets was no longer recoverable. The impairment was calculated using our internal projections of discounted cash flows, which rely on Level 3 inputs in the fair value hierarchy based on the unobservable nature of the underlying data. The impairment was recorded in selling, general and administrative in our consolidated statements of income for the year ended December 31, 2020. Amortization expense for the next five fiscal years ending December 31 related to definite-lived intangible assets as of December 31, 2020 is estimated to be as follows (in thousands): 2021 $ 48,918 2022 48,119 2023 47,030 2024 45,759 2025 42,009 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT A summary of total debt outstanding at December 31, 2020 and 2019 is as follows: (thousands) 2020 2019 Long-term debt: 1.0% convertible notes due 2023 $ 172,500 $ 172,500 Term loan due 2024 92,500 97,500 Revolver due 2024 275,000 135,000 7.5% senior notes due 2027 300,000 300,000 Total long-term debt 840,000 705,000 Less: convertible notes debt discount, net (16,072) (23,260) Less: term loan deferred financing costs, net (434) (542) Less: senior notes deferred financing costs, net (5,087) (5,844) Less: current maturities of long-term debt (7,500) (5,000) Total long-term debt, less current maturities, net $ 810,907 $ 670,354 Senior Notes On September 17, 2019, the Company issued $300 million aggregate principal amount of 7.50% Senior Notes due 2027 (the “Senior Notes”). The Senior Notes will mature on October 15, 2027. Interest on the Senior Notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year. The effective interest rate on the Senior Notes, which includes debt issuance costs, is 7.83%. In connection with the issuance of the Senior Notes, the Company incurred and capitalized as a reduction of the principal amount of the Senior Notes approximately $6 million in deferred financing costs which is amortized using the effective interest rate over the term of the Senior Notes. The Senior Notes are senior unsecured indebtedness of the Company and are guaranteed by each of the Company’s subsidiaries that guarantee the obligations of the Company under the 2019 Credit Facility (as defined herein). The Company may redeem the Senior Notes, in whole or in part, at any time (a) prior to October 15, 2022, at a price equal to 100% of the principal amount thereof, plus the applicable premium described in the associated indenture and accrued and unpaid interest and (b) on or after October 15, 2022 at specified redemption prices set forth in the indenture, plus accrued and unpaid interest. In addition, prior to October 15, 2022, the Company may redeem, in one or more transactions, up to an aggregate of 40% of the original principal amount of the Senior Notes at a redemption price equal to 107.5% of the principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings. If the Company experiences specific kinds of changes of control, the Company must offer to repurchase all of the Senior Notes (unless otherwise redeemed) at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest. 2019 Credit Facility Simultaneously with the issuance of the Senior Notes, the Company entered into the Third Amended and Restated Credit Agreement (the “2019 Credit Agreement”). The 2019 Credit Agreement amended and extended the Company’s 2018 Credit Agreement (as defined herein) and consists of a $550 million senior secured revolver (the “2019 Revolver”) and a $100 million senior secured term loan (the “2019 Term Loan” and together with the 2019 Revolver, the “2019 Credit Facility”). The maturity date for borrowings under the 2019 Credit Agreement is September 17, 2024. Upon the satisfaction of certain conditions, and obtaining incremental commitments from its lenders, the Company may be able to increase the borrowing capacity of the 2019 Credit Facility by up to $250 million. Borrowings under the 2019 Credit Facility are secured by substantially all personal property assets of the Company and any domestic subsidiary guarantors. Pursuant to the 2019 Credit Agreement: • The 2019 Term Loan is due in consecutive quarterly installments in the following amounts: (i) through and including June 30, 2021, $1,250,000 and (ii) beginning September 30, 2021, and each quarter thereafter, $2,500,000, with the remaining balance due at maturity; • The interest rates for borrowings under the 2019 Revolver and the 2019 Term Loan are the Prime Rate or LIBOR plus a margin, which ranges from 0.00% to 0.75% for Prime Rate loans and from 1.00% to 1.75% for LIBOR loans depending on the Company’s consolidated total leverage ratio, as defined below. The Company is required to pay fees on unused but committed portions of the 2019 Revolver, which range from 0.15% to 0.225%; and • Covenants include requirements as to a maximum consolidated total net leverage ratio (4.00:1.00, increasing to 4.50:1.00 in certain circumstances in connection with Company acquisitions) and a minimum consolidated fixed charge coverage ratio (1.50:1.00) that are tested on a quarterly basis, a minimum liquidity requirement applicable during the six-month period preceding the maturity of the Convertible Notes, and other customary covenants. At December 31, 2020, the Company had $92.5 million outstanding under the 2019 Term Loan under the LIBOR-based option, and borrowings outstanding under the 2019 Revolver of $275 million under the LIBOR-based option. The interest rate for incremental borrowings at December 31, 2020 was LIBOR plus 1.50% (or 1.68%) for the LIBOR-based option. The fee payable on committed but unused portions of the 2019 Revolver was 0.20% at December 31, 2020. The weighted average interest rate was 4.14% for 2020 borrowings under the 2019 Revolver, and 3.67% for 2020 borrowings under the 2019 Term Loan. The weighted average interest rate was 4.59% for 2019 borrowings under the 2018 Revolver (as defined herein) and 2019 Revolver, and 4.53% for 2019 borrowings under the 2018 Term Loan (as defined herein) and 2019 Term Loan. 2018 Credit Facility The 2018 Credit Agreement was amended by the 2019 Credit Agreement on September 17, 2019 as discussed above. The Company recorded a $0.7 million loss on extinguishment of debt in the third quarter of 2019 in connection with the replacement of the 2018 Credit Facility (as defined herein) with the 2019 Credit Facility. The Company's previous credit agreement (the "2018 Credit Agreement") consisted of an $800 million revolving credit loan (the “2018 Revolver”) and a $100 million term loan (the “2018 Term Loan” and, together with the 2018 Revolver, the “2018 Credit Facility”). Convertible Senior Notes In January 2018, the Company issued $172.5 million aggregate principal amount of 1.00% Convertible Senior Notes due 2023 (the “Convertible Notes”). The total debt discount of $36.0 million at issuance consisted of two components: (i) the conversion option component, recorded to shareholders' equity, in the amount of $31.9 million, representing the difference between the principal amount of the Convertible Notes upon issuance less the present value of the future cash flows of the Convertible Notes and (ii) debt issuance costs of $4.1 million. The unamortized portion of the total debt discount is being amortized to interest expense over the life of the Convertible Notes. The effective interest rate on the Convertible Notes, which includes the non-cash interest expense of debt discount amortization and debt issuance costs, was 5.25% as of December 31, 2020 and 2019. The net proceeds from the issuance of the Convertible Notes were approximately $167.5 million, after deducting the initial purchasers’ discounts and commissions and offering expenses payable by the Company, but before deducting the net cost of the Convertible Note Hedge Transactions and the Warrant Transactions (each as defined herein) described in Note 9. The Convertible Notes are senior unsecured obligations of the Company and pay interest semi-annually in arrears 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 by the noteholders, 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 the Company's common stock per $1,000 principal amount of the Convertible Notes (or 1,962,790 shares in the aggregate) and is equal to an initial conversion price of approximately $87.89 per share. 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 Notes holders can convert their Convertibles Notes on or after August 1, 2022 at any time at their option. Holders may convert Convertible Notes prior to August 1, 2022, only under the following circumstances: (i) during any calendar quarter, if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day, (ii) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day and (iii) upon the occurrence of certain specified distributions or corporate events. Debt Maturities As of December 31, 2020, the aggregate maturities of total long-term debt for the next five fiscal years and thereafter are as follows (in thousands): 2021 $ 7,500 2022 10,000 2023 182,500 2024 340,000 2025 — Thereafter 300,000 Total $ 840,000 Letters of credit totaling $5.2 million were outstanding at December 31, 2020 that exist to meet credit requirements for the Company’s insurance providers. Cash paid for interest for the years ended December 31, 2020, 2019 and 2018 was $36.1 million, $22.1 million and $18.4 million, respectively. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS Convertible Note Hedge Transactions and Warrant Transactions In January 2018, in connection with the Convertible Notes offering, the Company entered into privately negotiated convertible note hedge transactions (together, the “Convertible Note Hedge Transactions”) with each of Bank of America, N.A. and Wells Fargo Bank, National Association (together, the “Hedge Counterparties”). Pursuant to the Convertible Note Hedge Transactions, the Company acquired options to purchase the same number of shares of the Company's common stock (or 1,962,790 shares) initially underlying the Convertibles Notes at an initial strike price equal to the initial strike price of the Convertible Notes of approximately $87.89 per share, subject to customary anti-dilution adjustments. The options expire on February 1, 2023, subject to earlier exercise. At the same time, the Company also entered into separate, privately negotiated warrant transactions (the “Warrant Transactions”) with each of the Hedge Counterparties, pursuant to which the Company sold warrants to purchase the same number of shares of the Company’s common stock (or 1,962,790 shares) underlying the Convertible Notes, at an initial strike price of approximately $113.93 per share, subject to customary anti-dilution adjustments. The warrants have a final expiration date of September 20, 2023. The Company paid $31.5 million associated with the cost of the Convertible Note Hedge Transactions and received proceeds of $18.1 million related to 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. As these transactions meet certain accounting criteria, the Convertible Note Hedge Transactions and Warrant Transactions are recorded in stockholders’ equity and are not accounted for as derivatives. Interest Rate Swaps The Company's credit facility exposes the Company to risks associated with the variability in interest expense associated with fluctuations in LIBOR. To partially mitigate this risk, the Company entered into interest rate swaps. As of December 31, 2020, the Company had a combined notional principal amount of $200.0 million of interest rate swap agreements, all of which are designated as cash flow hedges. These swap agreements effectively convert the interest expense associated with a portion of the Company's variable rate debt from variable interest rates to fixed interest rates and have maturities ranging from February 2022 to March 2022. The following table summarizes the fair value of derivative contracts included in the accompanying consolidated balance sheet (in thousands): Fair value of derivative liabilities Derivatives accounted for as cash flow hedges Balance sheet location December 31, 2020 December 31, 2019 Interest rate swap agreements Other long-term liabilities $ 6,567 $ 5,868 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss primarily includes unrealized gains and losses on derivatives that qualify as hedges of cash flows and cumulative foreign currency translation adjustments. The activity in accumulated other comprehensive loss for the years ended December 31, 2020 and 2019 was as follows: (thousands) Cash Flow Hedges Other Foreign Currency Translation Total Balance at January 1, 2019 $ (1,973) $ (675) $ (32) $ (2,680) Other comprehensive income (loss) before reclassifications, net of tax (3,340) (595) (22) (3,957) Amounts reclassified from accumulated other comprehensive loss, net of tax 939 — — 939 Net current period other comprehensive loss (2,401) (595) (22) (3,018) Balance at December 31, 2019 $ (4,374) $ (1,270) $ (54) $ (5,698) Other comprehensive income (loss) before reclassifications, net of tax (3,973) 7 154 (3,812) Amounts reclassified from accumulated other comprehensive loss, net of tax 3,458 — — 3,458 Net current period other comprehensive income (loss) (515) 7 154 (354) Balance at December 31, 2020 $ (4,889) $ (1,263) $ 100 $ (6,052) |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Accrued liabilities as of December 31, 2020 and 2019 include the following: (thousands) 2020 2019 Employee compensation and benefits $ 46,061 $ 28,717 Property taxes 4,689 3,657 Customer incentives 18,071 12,297 Accrued interest 5,819 7,460 Other 8,562 5,902 Total accrued liabilities $ 83,202 $ 58,033 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The provision for income taxes for the years ended December 31, 2020, 2019 and 2018 consists of the following: (thousands) 2020 2019 2018 Current: Federal $ 16,627 $ 17,587 $ 22,578 State 8,584 5,019 8,725 Foreign 9 61 85 Total current 25,220 22,667 31,388 Deferred: Federal 8,344 4,529 1,529 State (253) 1,064 (770) Total deferred 8,091 5,593 759 Income taxes $ 33,311 $ 28,260 $ 32,147 The Company has accounted for in its 2020, 2019 and 2018 income tax provision the impact of Global Intangible Low-Taxed Income, base-erosion anti-abuse tax, interest expense limitations under Section 163(j), and foreign-derived intangible income deductions, although such provisions were either not applicable or resulted in a zero or immaterial impact to the consolidated financial statements. A reconciliation of the differences between the actual provision for income taxes and income taxes at the federal statutory income tax rate of 21% for the years ended December 31, 2020, 2019 and 2018 is as follows: (thousands) 2020 2019 2018 Rate applied to pretax income $ 27,378 21.0 % $ 24,744 21.0 % $ 31,916 21.0 % State taxes, net of federal tax effect 6,026 4.6 % 5,147 4.4 % 6,427 4.2 % Research and development tax credits (1,647) (1.3) % (343) (0.3) % — — % Excess tax benefit on stock-based compensation (350) (0.3) % (833) (0.7) % (6,685) (4.4) % Other 1,904 1.6 % (455) (0.4) % 489 0.4 % Income taxes $ 33,311 25.6 % $ 28,260 24.0 % $ 32,147 21.2 % The composition of the deferred tax assets and liabilities as of December 31, 2020 and 2019 is as follows: (thousands) 2020 2019 Long-term deferred income tax assets (liabilities): Trade receivables allowance $ 426 $ 417 Inventory capitalization 2,796 2,226 Accrued expenses 8,988 5,987 Deferred compensation 447 413 Inventory reserves 5,235 4,651 Federal NOL carryforwards 1,288 1,113 State NOL carryforwards 1,040 953 Valuation allowance - NOL (767) (872) Share-based compensation 8,087 7,221 Operating lease right-of-use assets (15,292) (23,910) Operating lease liabilities 15,710 24,160 Other 1,454 2,015 Intangibles (28,992) (28,160) Depreciation expense (37,661) (22,368) Prepaid expenses (2,275) (1,130) Net deferred tax liabilities $ (39,516) $ (27,284) Cash paid by the Company for income taxes was $7.9 million, $36.1 million and $28.2 million in 2020, 2019 and 2018, respectively. As of December 31, 2020 and December 31, 2019, the Company had gross federal, state, and foreign net operating losses, of approximately $26.2 million and $24.5 million, respectively. These loss carryforwards generally expire between tax years ending December 31, 2020 and December 31, 2037. The components of the valuation allowance relate to certain acquired federal, state and foreign net operating loss carryforwards that the Company anticipates will not be utilized prior to their expiration, either due to income limitations or limitations under Section 382. The tax effected values of these net operating losses are $2.3 million and $2.0 million at December 31, 2020 and 2019, respectively, exclusive of valuation allowances of $0.8 million and $0.9 million at December 31, 2020 and 2019, respectively. |
STOCK REPURCHASE PROGRAMS
STOCK REPURCHASE PROGRAMS | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCK REPURCHASE PROGRAMS | STOCK REPURCHASE PROGRAMSIn October 2018, the Company's Board of Directors ("the Board") approved an increase in the amount of the Company's common stock that may be acquired over 24 months under the current stock repurchase program to $50.0 million, including amounts remaining under previous authorizations. In March 2020, the Board approved a new stock repurchase program for up to $50.0 million of its common stock, including amounts remaining under previous authorizations. Approximately $36.0 million of common stock repurchases remains available at December 31, 2020 as part of this authorization. Under the stock repurchase plans, the Company made repurchases of common stock for 2020, 2019 and 2018 as follows: 2020 2019 2018 Shares repurchased 595,805 102,932 1,984,095 Average price $ 38.78 $ 37.06 $ 54.21 Aggregate cost (in millions) $ 23.1 $ 3.8 $ 107.6 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, 2020 | |
Earnings Per Share [Abstract] | |
NET INCOME PER COMMON SHARE | NET INCOME PER COMMON SHARE Income per common share is calculated for the years ended December 31, 2020, 2019 and 2018 as follows: (thousands except per share data) 2020 2019 2018 Net income $ 97,061 $ 89,566 $ 119,832 Weighted average common shares outstanding - basic 22,730 23,058 23,995 Effect of potentially dilutive securities 357 222 322 Weighted average common shares outstanding - diluted 23,087 23,280 24,317 Basic net income per common share $ 4.27 $ 3.88 $ 4.99 Diluted net income per common share $ 4.20 $ 3.85 $ 4.93 Cash dividends paid per common share $ 1.03 $ 0.25 $ — |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASESWe lease certain facilities, trailers, forklifts and other assets. Leases with an initial term of 12 months or less are not recorded on the balance sheet and expense related to these short-term leases was immaterial for fiscal 2020 and 2019. Variable lease expense, principally related to trucks, forklifts, and index-related facility rent escalators, was immaterial for the years ended December 31, 2020 and 2019. Leases have remaining lease terms of one year to nineteen years. Certain leases include options to renew for an additional term. Where there is reasonable certainty to utilize a renewal option, we include the renewal option in the lease term used to calculate operating lease right-of-use assets and lease liabilities. Lease expense, supplemental cash flow information, and other information related to leases for the years ended December 31, 2020 and 2019 were as follows: (thousands) 2020 2019 Operating lease cost $ 34,243 $ 31,653 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 33,599 $ 30,677 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 56,526 $ 37,112 Balance sheet information related to leases as of December 31, 2020 and 2019 was as follows: (thousands, except lease term and discount rate) 2020 2019 Assets Operating lease right-of-use assets $ 117,816 $ 93,546 Liabilities Operating lease liabilities, current portion $ 30,901 $ 27,694 Long-term operating lease liabilities 88,175 66,467 Total lease liabilities $ 119,076 $ 94,161 Weighted average remaining lease term, operating leases (in years) 5.3 4.2 Weighted average discount rate, operating leases 4.1 % 3.7 % Maturities of operating lease liabilities were as follows at December 31, 2020 (in thousands): 2021 $ 34,996 2022 29,867 2023 23,970 2024 17,575 2025 10,182 Thereafter 17,489 Total lease payments 134,079 Less imputed interest (15,003) Total $ 119,076 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES 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. In August 2019, a group of companies calling itself the Lusher Site Remediation Group (the “Group”) commenced litigation against the Company in Lusher Site Remediation Group v. Sturgis Iron & Metal Co., Inc., et al., Case Number 3:18-cv-00506, pending in the U.S. District Court for the Northern District of Indiana. The Group’s Second Amended Complaint, which was the first to assert claims against Patrick, asserted claims under the federal Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., an Indiana state environmental statute and Indiana common law. One defendant in the case, Sturgis Iron & Metal Co., Inc. (“Sturgis”), subsequently filed two cross claims against Patrick, asserting against the Company a claim for (i) contribution under CERCLA and (ii) contractual indemnity. The Company moved to dismiss the Group’s claims and also moved to dismiss Sturgis’s cross claims. On August 21, 2020, the court granted Patrick’s two motions to dismiss. The Group subsequently moved for reconsideration of the court’s decision. That reconsideration motion is still pending. The Company does not currently believe that this matter is likely to have a material adverse impact on its financial condition, results of operations, or cash flows. However, any litigation is inherently uncertain, and any judgment or injunctive relief entered against us or any adverse settlement could materially and adversely impact our business, results of operations, financial condition, and prospects. |
COMPENSATION PLANS
COMPENSATION PLANS | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
COMPENSATION PLANS | COMPENSATION PLANS Stock-Based Compensation 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, which are granted under the Company's 2009 Omnibus Incentive Plan, 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. At December 31, 2020, approximately one million common shares remain available for stock-based compensation grants. Stock-based compensation expense was $16.0 million, $15.4 million and $14.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. Income tax benefit for stock-based compensation expense was $4.1 million, $3.9 million and $3.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, there was approximately $23.8 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 13.9 months. Stock Options: Stock options vest ratably over either three In 2020, we granted 495,000 stock options to certain employees at an average exercise price per share of $42.87. The stock options vest 35%, 35% and 30% over years one, two, and three, respectively, and have nine-year contractual terms. No stock options were granted in 2019 and 2018. The following table summarizes the Company’s option activity during the years ended December 31, 2020, 2019 and 2018: Years ended December 31 2020 2019 2018 (shares in thousands) Shares Weighted Shares Weighted Shares Weighted Outstanding beginning of year 536 $ 45.11 545 $ 44.35 548 $ 44.07 Granted during the year 495 42.87 — — — — Forfeited during the year (4) 53.83 — — — — Exercised during the year (12) 53.83 (9) 0.67 (3) 0.78 Outstanding end of year 1,015 $ 43.88 536 $ 45.11 545 $ 44.35 Vested Options: Vested during the year 115 $ 50.46 115 $ 50.46 115 $ 50.46 Eligible end of year for exercise 439 $ 43.19 336 $ 41.07 230 $ 34.72 Aggregate intrinsic value ($ in thousands): Total options outstanding $ 24,838 $ 4,398 $ 1,570 Options exercisable $ 11,047 $ 4,051 $ 1,570 Options exercised $ 97 $ 381 $ 195 Weighted average fair value of options granted during the year $ 15.17 N/A 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 $68.35, $52.43 and $29.61 per share as of December 31, 2020, 2019 and 2018, respectively, is the price that would have been received by the option holders had those option holders exercised their options as of that date. At December 31, 2020, the weighted average remaining contractual term for options outstanding was 6.4 years and the weighted average remaining contractual term for options exercisable was 4.4 years. The cash received from the exercise of stock options was $0.6 million in 2020 and immaterial in 2019 and 2018. The income tax benefit related to the stock options exercised in 2020, 2019 and 2018 was immaterial. The grant date fair value of stock options vested in 2020, 2019 and 2018 was $5.8 million, $5.8 million and $5.8 million, respectively. The following table presents assumptions used in the Black-Scholes model for the stock options granted in 2020: Dividend rate 2.37 % Risk-free interest rate 0.65 % Expected option life (years) 5.0 Price volatility 42.42 % As of December 31, 2020, there was approximately $6.2 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 18.8 months. Stock Appreciation Rights (SARS): No SARS were granted in the years ended December 31, 2020, 2019 and 2018. The following table summarizes the Company’s SARS activity during the years ended December 31, 2020, 2019 and 2018: Years ended December 31 2020 2019 2018 (shares in thousands) Shares Weighted Shares Weighted Shares Weighted Total SARS: Outstanding beginning of year 535 $ 54.53 535 $ 54.53 535 $ 54.53 Granted during the year — — — — — — Forfeited during the year (10) 68.01 — — — — Exercised during the year (40) 22.39 — — — — Outstanding end of year 485 $ 56.96 535 $ 54.53 535 $ 54.53 Vested SARS: Vested during the year 115 $ 60.71 115 $ 60.71 115 $ 60.71 Eligible end of year for exercise 404 $ 55.58 336 $ 50.04 220 $ 44.46 Aggregate intrinsic value ($ in thousands): Total SARS outstanding $ 6,032 $ 3,190 $ 983 SARS exercisable $ 5,540 $ 3,066 $ 983 SARS exercised $ 1,918 $ — $ — Weighted average fair value of SARS granted during the year N/A N/A 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 $68.35, $52.43 and $29.61 per share as of December 31, 2020, 2019 and 2018, respectively, is the price that would have been received by the SARS holder had that SARS holder exercised the SARS as of that date. As of December 31, 2020, there was approximately $0.1 million of total unrecognized compensation expense related to the SARS which is expected to be recognized over a weighted-average remaining life of approximately one month. Restricted Stock: The Company’s stock-based awards include restricted stock awards. As of December 31, 2020, there was approximately $17.5 million of total unrecognized compensation expense related to restricted stock, which is expected to be recognized over a weighted-average remaining life of approximately 13.7 months. 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 achievement of a cumulative financial performance target, which ranges from a one The following table summarizes the activity for restricted stock for the years ended December 31, 2020, 2019 and 2018: 2020 2019 2018 (shares in thousands) Shares Weighted-Average Shares Weighted-Average Shares Weighted-Average Unvested beginning of year 738 $ 49.65 606 $ 48.56 634 $ 35.68 Granted during the year 309 55.03 378 39.74 182 65.35 Vested during the year (178) 52.80 (230) 30.46 (209) 23.98 Forfeited during the year (79) 55.87 (16) 50.49 (1) 57.93 Unvested end of year 790 $ 50.39 738 $ 49.65 606 $ 48.56 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company has two reportable segments, Manufacturing and Distribution, which are based on its method of internal reporting, which segregates its businesses based on the way in which its chief operating decision maker allocates resources, evaluates financial results, and determines compensation. A description of the Company’s reportable segments is as follows: Manufacturing – This segment includes the following products: 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; decorative vinyl and paper laminated panels; solid surface, granite, and quartz countertop fabrication; RV painting; fabricated aluminum products; fiberglass and plastic components; fiberglass bath fixtures and tile systems; softwoods lumber; treated, untreated and laminated plywood; custom cabinetry; polymer-based flooring; electrical systems components including instrument and dash panels; wrapped vinyl, paper and hardwood profile mouldings; interior passage doors; air handling products; 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; boat covers, towers, tops and frames; marine hardware; aluminum and plastic fuel tanks; CNC molds and composite parts; slotwall panels and components; and other products. Distribution – The Company distributes pre-finished wall and ceiling panels; drywall and drywall finishing products; electronics and audio systems components; appliances; wiring, electrical and plumbing products; fiber reinforced polyester products; cement siding; raw and processed lumber; interior passage doors; roofing products; laminate and ceramic flooring; tile; shower doors; furniture; fireplaces and surrounds; interior and exterior lighting products; and other miscellaneous products in addition to providing transportation and logistics services. The accounting policies of the segments are the same as those described in Note 1, except that segment data includes intersegment sales. Assets are identified to the segments except for 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 at the corporate division. The Company evaluates the performance of its segments and allocates resources to them based on a variety of indicators including but not limited to sales and operating income as presented in the tables below. The tables below present information that is provided to the chief operating decision maker of the Company as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 (in thousands): 2020 Manufacturing Distribution Total Net outside sales $ 1,729,451 $ 757,146 $ 2,486,597 Intersegment sales 36,367 5,326 41,693 Total sales 1,765,818 762,472 2,528,290 Operating income 190,518 54,376 244,894 Total assets 1,337,920 343,170 1,681,090 Capital expenditures 30,588 788 31,376 Depreciation and amortization 61,407 8,527 69,934 2019 Manufacturing Distribution Total Net outside sales $ 1,642,263 $ 694,819 $ 2,337,082 Intersegment sales 31,223 4,340 35,563 Total sales 1,673,486 699,159 2,372,645 Operating income 174,913 38,953 213,866 Total assets 990,692 304,230 1,294,922 Capital expenditures 25,291 1,973 27,264 Depreciation and amortization 52,036 7,534 59,570 2018 Manufacturing Distribution Total Net outside sales $ 1,745,467 $ 517,594 $ 2,263,061 Intersegment sales 33,581 3,641 37,222 Total sales 1,779,048 521,235 2,300,283 Operating income 215,246 31,491 246,737 Capital expenditures 31,152 1,852 33,004 Depreciation and amortization 44,747 7,613 52,360 A reconciliation of certain line items pertaining to the total reportable segments to the consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 is as follows (in thousands): 2020 2019 2018 Net sales: Total sales for reportable segments $ 2,528,290 $ 2,372,645 $ 2,300,283 Elimination of intersegment sales (41,693) (35,563) (37,222) Consolidated net sales $ 2,486,597 $ 2,337,082 $ 2,263,061 Operating income: Operating income for reportable segments $ 244,894 $ 213,866 $ 246,737 Unallocated corporate expenses (30,653) (23,516) (34,109) Amortization (40,868) (35,908) (34,213) Consolidated operating income $ 173,373 $ 154,442 $ 178,415 Total assets: Identifiable assets for reportable segments $ 1,681,090 $ 1,294,922 Corporate assets unallocated to segments 27,578 36,681 Cash and cash equivalents 44,767 139,390 Consolidated total assets $ 1,753,435 $ 1,470,993 Depreciation and amortization: Depreciation and amortization for reportable segments $ 69,934 $ 59,570 $ 52,360 Corporate depreciation and amortization 3,336 3,225 2,692 Consolidated depreciation and amortization $ 73,270 $ 62,795 $ 55,052 Capital expenditures: Capital expenditures for reportable segments $ 31,376 $ 27,264 $ 33,004 Corporate capital expenditures 724 397 1,482 Consolidated capital expenditures $ 32,100 $ 27,661 $ 34,486 Amortization expense related to intangible assets in the Manufacturing segment for the years ended December 31, 2020, 2019 and 2018 was $33.5 million, $29.5 million and $27.4 million, respectively. Intangible assets amortization expense in the Distribution segment was $7.4 million, $6.4 million and $6.8 million in 2020, 2019 and 2018, 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 major customers that accounted for the following sales for 2020, 2019, 2018 and trade receivables balances at December 31, 2020 and 2019 as shown in the table below: 2020 2019 2018 Customer 1 Net sales 22 % 23 % 29 % Trade receivables 13 % 6 % Customer 2 Net sales 17 % 17 % 20 % Trade receivables 17 % 14 % |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | QUARTERLY FINANCIAL DATA (UNAUDITED) Selected quarterly financial data for the years ended December 31, 2020 and 2019 is as follows: (thousands except per share data) 1Q 2Q 3Q 4Q 2020 Net sales $ 589,232 $ 424,045 $ 700,707 $ 772,613 $ 2,486,597 Gross profit 109,481 73,721 133,497 142,318 459,017 Net income 21,187 714 37,336 37,824 97,061 Net income per common share (1) Basic $ 0.92 $ 0.03 $ 1.65 $ 1.68 $ 4.27 Diluted 0.91 0.03 1.62 1.64 4.20 Cash dividends paid per common share $ 0.25 $ 0.25 $ 0.25 $ 0.28 $ 1.03 (thousands except per share data) 1Q 2Q 3Q 4Q 2019 Net sales $ 608,218 $ 613,218 $ 566,186 $ 549,460 $ 2,337,082 Gross profit 106,548 112,661 104,335 99,327 422,871 Net income 20,849 27,416 21,317 19,984 89,566 Net income per common share (1) Basic $ 0.90 $ 1.19 $ 0.92 $ 0.87 $ 3.88 Diluted 0.90 1.18 0.92 0.86 3.85 Cash dividends paid per common share $ — $ — $ — $ 0.25 $ 0.25 (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. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation 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 intercompany accounts and transactions have been eliminated in consolidation. |
Financial Periods | Financial Periods 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 2020 ended on March 29, 2020, June 28, 2020 and September 27, 2020. The first three quarters of fiscal year 2019 ended on March 31, 2019, June 30, 2019 and September 29, 2019. The first three quarters of fiscal year 2018 ended on April 1, 2018, July 1, 2018 and September 30, 2018. |
Use of Estimates | 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. Estimates include the valuation of goodwill and indefinite-lived intangible assets, the valuation of long-lived assets, the allowance for doubtful accounts, excess and obsolete inventories, the valuation of estimated contingent consideration and deferred tax asset valuation allowances. Actual results could differ from the amounts reported. |
Revenue Recognition | Revenue Recognition See Note 3 for further information on our revenue recognition accounting policies. The Company is a major manufacturer and distributor of component products and materials serving original equipment manufacturers in the RV, MH, marine, and industrial industries. Revenue is recognized when or as control of the promised goods transfers to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. The Company’s contracts typically consist of a single performance obligation to manufacture and provide the promised goods. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using the standalone selling price of each distinct good in the contract. The transaction price for contracts may include reductions to the transaction price for estimated volume discounts and rebates and other customer incentives. Manufacturing segment revenue is recognized when control of the products transfers to the customer which is the point when the customer gains the ability to direct the use of and obtain substantially all the remaining benefits from the asset, which is generally upon delivery of goods. In limited circumstances, where the products are customer specific with no alternative use to the Company, and the Company has a legally enforceable right to payment for performance to date with a reasonable margin, revenue is recognized over the contract term based on the cost-to-cost method. However, such revenue is not material to the consolidated financial statements. Distribution segment revenue from product sales is recognized on a gross basis upon shipment or delivery of goods at which point control transfers to the customer. The Company acts as a principal in such arrangements because it controls the promised goods before delivery to the customer. The Company uses direct shipment arrangements with certain vendors and suppliers to deliver products to its customers without having to physically hold the inventory at its warehouses. The Company is the principal in the transaction and recognizes revenue for direct shipment arrangements on a gross basis. Our role as principal in our distribution sales is generally characterized by (i) customers entering into contracts with the Company, not the vendor; (ii) our obligation to pay the vendor |
Costs and Expenses | Costs and Expenses Cost of goods sold includes material costs, direct and indirect labor, depreciation, 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. |
Share Based Compensation | Stock Based CompensationCompensation expense related to the fair value of restricted stock and restricted stock unit ("RSU") 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, including the expected option term, dividend yield, risk-free interest rate and volatility of the Company's common stock. 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. New shares are issued upon exercise of options. Forfeitures of stock based compensation are recognized as incurred. |
Net Income Per Common Share | Net Income Per Common Share Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding, plus the dilutive effect of stock options, SARS, and restricted stock and RSU awards (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. Common Stock Equivalents are not included in the computation of diluted net income per common share if their effect would be anti-dilutive. See Note 14 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 and Other Receivables | Trade and Other 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 historical and forward-looking factors, such as historical and anticipated customer performance, current overall and industry-specific economic conditions, 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 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 excess and obsolete inventory based on current assessments of future demand, market conditions, and related management initiatives. The cost of manufactured inventories includes raw materials, inbound freight, labor and overhead. The Company’s distribution inventories include the cost of materials purchased for resale and inbound freight. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment (“PP&E”) is generally recorded at cost. 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 |
Goodwill and Other Intangible Assets | Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but are subject to an annual impairment test based on their estimated fair value. The Company performs the required test for goodwill and indefinite-lived intangible assets for impairment in the fourth quarter, or more frequently, if events or changes in circumstances indicate that the carrying value may exceed the fair value. As part of the annual goodwill test, we estimate the fair value of our reporting units using both an income and market based approach. The market approach includes a comparison of multiples of earnings before interest, taxes, depreciation and amortization for the reporting units to similar businesses or guideline companies whose securities are actively traded in public markets. The income approach calculates the present value of expected cash flows to determine the estimated fair value of our reporting units. Additionally, the income approach requires us to estimate future cash flows, the timing of these cash flows, and a discount rate (based on a weighted average cost of capital), which represents the time value of money and the inherent risk and uncertainty of the future cash flows. The assumptions we use to estimate future cash flows are consistent with the assumptions that our reporting units use for internal planning purposes. When calculating the present value of future cash flows under the income approach, we take into consideration multiple variables, including forecasted sales volumes and operating income, current industry and economic conditions, and historical results. If we determine that the estimated fair value of each reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. Our fourth quarter 2020 goodwill impairment test concluded that the fair values of each of our reporting units exceeded their carrying values. Our fourth quarter indefinite-lived intangibles test also concluded that the fair values of intangibles exceeded their respective carrying values. Definite-lived intangible assets are amortized over their useful lives, as detailed further in Note 7, and are also subject to an impairment test based on estimated undiscounted cash flows when impairment indicators exist. |
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 |
Fair Value and Financial Instruments | Fair Value and Financial Instruments The Company accounts for certain assets and liabilities at fair value. The fair values are separated into three broad levels (Levels 1, 2 and 3) based on the assessment of the availability of observable market data and the significance of non-observable data used to determine fair value. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three levels are as follows: • Level 1 inputs, which are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 inputs, which are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 inputs, which are unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). 2020 2019 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash Equivalents (1) — — — 132.6 — — Senior Note — 329.0 — — 320.3 — Convertible Note — 180.0 — — 162.5 — Interest Rate Swaps (2) — 6.6 — — 5.9 — Contingent consideration (3) — — 6.9 — — 9.6 (1) The carrying amounts of cash equivalents, representing government and other money market funds traded in an active market, are reported on the consolidated statements of financial position as a component of "Cash and cash equivalents". The Company held no Cash Equivalents as of December 31, 2020. (2) The interest rate swaps are comprised of over-the-counter derivatives, which are valued using models that primarily rely on observable inputs such as yield curves, and are classified as Level 2 in the fair value hierarchy and discussed further in Note 9. (3) The estimated fair value of the Company's contingent consideration is valued using Level 3 inputs and is discussed further in Note 4. |
Income Taxes | Income Taxes Deferred taxes are provided on an asset and liability method whereby deferred taxes are recognized based on temporary differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets may not be realized. |
Reclassified Amounts | Reclassified Amounts Certain amounts have been reclassified in prior year financial statements to conform with current year presentation. These reclassifications have no impact on the overall financial information and relate to the following: • Gross versus net presentation of earnings in accumulated other comprehensive income (loss) - Note 10 • Presentation of discrete items in the Company's income tax rate reconciliation - Note 12 |
Recent Accounting Pronouncements | Goodwill Impairment In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, " Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ". This ASU simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. The standard requires that the impairment loss be measured as the excess of the reporting unit's carrying amount over its fair value. It eliminates the second step that requires the impairment to be measured between the implied value of a reporting unit's goodwill and its carrying value. The standard is effective for annual and any interim impairment tests for periods beginning after December 15, 2019 and early adoption is permitted. The Company adopted this ASU 2017-04 on January 1, 2020 and the adoption did not have a material effect on its consolidated financial statements. Credit Losses In June 2016, the FASB issued ASU 2016-13 “ Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments ”, which amends certain provisions of Accounting Standards Codification ("ASC") 326, “Financial Instruments-Credit Loss”. The ASU changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held to maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. Additionally, entities will be required to disclose more information with respect to credit quality indicators, including information used to track credit quality by year of origination for most financing receivables. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years and will be applied as a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period for which the guidance is effective. The Company adopted ASU 2016-13 on January 1, 2020 and the adoption did not have a material effect on its consolidated financial statements. Income Taxes In December 2019, the FASB issued ASU 2019-12, " Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ", a new standard to simplify the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption is not expected to have a material effect on its consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, " Reference Rate Reform (Topic 848) ", a new standard providing final guidance to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as SOFR. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. The guidance is effective upon issuance and generally can be applied through December 31, 2022. We are currently evaluating the impact of this standard on our consolidated financial statements. Accounting for Convertible Instruments and Contracts in an Entity's Own Equity In August 2020, the FASB issued ASU 2020-06, " Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ", a new standard that simplifies certain accounting treatments for convertible debt instruments. The guidance eliminates certain requirements that require separate accounting for embedded conversion features and simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. In addition, the new guidance requires entities use the if-converted method for all convertible instruments in the diluted net income per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares, with certain exceptions. Furthermore, the guidance requires new disclosures about events that occur during the reporting period that cause conversion contingencies to be met and about the fair value of convertible debt at the instrument level, among other things. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Balances in Prepaid Expenses and Other | Prepaid expenses and other consists of the following at December 31, 2020 and 2019: (thousands) 2020 2019 Vendor rebates receivable $ 6,527 $ 11,524 Income tax receivable — 3,895 Prepaid expenses 16,510 7,571 Deposits 14,945 1,409 Prepaid income taxes — 11,639 Total $ 37,982 $ 36,038 |
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques | The three levels are as follows: • Level 1 inputs, which are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 inputs, which are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 inputs, which are unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). 2020 2019 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash Equivalents (1) — — — 132.6 — — Senior Note — 329.0 — — 320.3 — Convertible Note — 180.0 — — 162.5 — Interest Rate Swaps (2) — 6.6 — — 5.9 — Contingent consideration (3) — — 6.9 — — 9.6 (1) The carrying amounts of cash equivalents, representing government and other money market funds traded in an active market, are reported on the consolidated statements of financial position as a component of "Cash and cash equivalents". The Company held no Cash Equivalents as of December 31, 2020. (2) The interest rate swaps are comprised of over-the-counter derivatives, which are valued using models that primarily rely on observable inputs such as yield curves, and are classified as Level 2 in the fair value hierarchy and discussed further in Note 9. (3) The estimated fair value of the Company's contingent consideration is valued using Level 3 inputs and is discussed further in Note 4. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | In the following table, revenue from contracts with customers, net of intersegment sales, is disaggregated by market type and by reportable segment, consistent with how the Company believes the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors: Year Ended December 31, 2020 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 938,301 $ 453,907 $ 1,392,208 Manufactured Housing 180,136 252,227 432,363 Industrial 286,764 36,601 323,365 Marine 324,250 14,411 338,661 Total $ 1,729,451 $ 757,146 $ 2,486,597 Year Ended December 31, 2019 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 897,848 $ 389,345 $ 1,287,193 Manufactured Housing 176,665 260,121 436,786 Industrial 250,969 33,595 284,564 Marine 316,781 11,758 328,539 Total $ 1,642,263 $ 694,819 $ 2,337,082 Year Ended December 31, 2018 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 1,069,981 $ 364,276 $ 1,434,257 Manufactured Housing 163,513 111,178 274,691 Industrial 246,168 33,813 279,981 Marine 265,805 8,327 274,132 Total $ 1,745,467 $ 517,594 $ 2,263,061 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The Company completed the following seven previously announced acquisitions in the year ended December 31, 2020 (the "2020 Acquisitions"): Company Segment Description Maple City Woodworking Corporation Manufacturing Manufacturer of hardwood cabinet doors and fascia for the RV market based in Goshen, Indiana SEI Manufacturing, Inc. Manufacturing Manufacturer of towers, T-Tops, hardtops, rails, gates and other aluminum exterior products for the marine market located in Cromwell, Indiana Inland Plywood Company Manufacturing Supplier, laminator, and wholesale distributor of treated, untreated, and laminated plywood, medium density overlay panels, and other specialty products, primarily serving the marine market as well as the RV and industrial markets headquartered in Pontiac, Michigan with an additional facility in Cocoa, Florida Synergy RV Transport Distribution Transportation and logistics service provider primarily for original equipment manufacturers and dealers in the RV market located in Goshen, Indiana Front Range Stone Manufacturing Fabricator and installer of natural stone, quartz, solid surface, and laminate countertops, primarily serving big box home improvement retailers, home builders and commercial contractors in the industrial market based in Englewood, Colorado Geremarie Corporation Manufacturing Designer, manufacturer, and fabricator of a full suite of high-precision aluminum components serving the marine industry, in addition to the medical, aerospace, defense, commercial and industrial markets located in Lake Zurich, Illinois Taco Metals, LLC Manufacturing Manufacturer of boating products including rub rail systems, canvas and tower components, sport fishing and outrigger systems, helm chairs and pedestals, and specialty hardware for leading OEMs in the recreational boating industry and the related aftermarket headquartered in Miami, Florida, with manufacturing facilities in Tennessee and Florida, and distribution centers in Tennessee, Florida, South Carolina, and Massachusetts The Company completed the following two previously announced acquisitions in the year ended December 31, 2019 (the "2019 Acquisitions"): Company Segment Description G.G. Schmitt & Sons, Inc. Manufacturing Designer and manufacturer of customized hardware and structural components for the marine industry based in Sarasota, Florida Topline Counters, LLC Manufacturing Designer and manufacturer of kitchen and bathroom countertops for residential and commercial markets based in Sumner, Washington The Company completed the following nine previously announced acquisitions in the year ended December 31, 2018 (the "2018 Acquisitions"): Company Segment Description Metal Moulding Corporation ("MAC") Manufacturing 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 based in Madison, Tennessee Aluminum Metals Company, LLC Manufacturing Manufacturer of aluminum products including coil, fabricated sheets and extrusions and roofing products, primarily for the RV, industrial and marine markets based in Elkhart, Indiana IMP Holdings, LLC d/b/a Indiana Marine Products Manufacturing Manufacturer of fully-assembled helm assemblies, including electrical wiring harnesses, dash panels, instrumentation and gauges, and other products primarily for the marine market based in Angola, Indiana Collins & Company, Inc. Distribution Distributor of appliances, trim products, fuel systems, flooring, tile, and other related building materials primarily to the RV market as well as the housing and industrial markets based in Bristol, Indiana Dehco, Inc. Manufacturing & Distribution Distributor and manufacturer of flooring, kitchen and bath products, adhesives and sealants, electronics, appliances and accessories, LP tanks, and other related building materials, primarily for the RV market as well as the MH, marine, and other industrial markets operating facilities in Indiana, Oregon, Pennsylvania, and Alabama Dowco, Inc. Manufacturing Designer and manufacturer of custom designed boat covers and bimini tops, full boat enclosures, mounting hardware, and other accessories and components for the marine market operating facilities in Wisconsin, Missouri, Indiana, and Minnesota Marine Accessories Corporation Manufacturing & Distribution Manufacturer, distributor and aftermarket supplier of custom tower and canvas products and other related accessories to OEMs, dealers, retailers and distributors within the marine market, as well as direct to consumers based in Maryville, Tennessee Engineered Metals and Composites, Inc. Manufacturing Designer and manufacturer of custom marine towers, frames, and other fabricated component products for OEMs in the marine industry based in West Columbia, South Carolina LaSalle Bristol Distribution & Manufacturing Distributor and manufacturer of plumbing, flooring, tile, lighting, air handling and building products for the MH, RV, and industrial markets headquartered in Elkhart, Indiana and operating a total of 15 |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the acquisition for 2020, 2019 and 2018 Acquisitions: (thousands) 2020 Acquisitions 2019 Acquisitions 2018 Acquisitions Consideration Cash, net of cash acquired $ 307,011 $ 53,300 $ 342,696 Working capital holdback and other, net (1) (132) — — Contingent consideration (2) 4,763 1,160 11,775 Total consideration 311,642 54,460 354,471 Assets Acquired Trade receivables $ 15,359 $ 9,859 $ 32,109 Inventories 26,001 5,641 91,672 Prepaid expenses & other 949 20 8,362 Property, plant & equipment 66,574 6,469 46,015 Operating lease right-of-use assets 20,029 5,653 — Identifiable intangible assets 136,070 23,715 146,583 Liabilities Assumed Current portion of operating lease obligations (2,721) (2,328) — Accounts payable & accrued liabilities (12,127) (6,721) (50,667) Operating lease obligations (17,308) (3,325) — Deferred tax liabilities (4,322) (1,922) (6,969) Total fair value of net assets acquired 228,504 37,061 267,105 Goodwill (3) 83,138 17,399 87,366 $ 311,642 $ 54,460 $ 354,471 (1) Certain acquisitions contain working capital holdbacks which are typically settled in a 90-day period following the close of the acquisition. This value represents the remaining amounts due to (from) sellers as of December 31, 2020. (2) These amounts reflect the acquisition date fair value of contingent consideration based on future performance relating to certain acquisitions. |
Schedule of identifiable intangible assets acquired | The following table presents our estimates of identifiable intangibles for the 2020, 2019, and 2018 Acquisitions: (thousands except year data) Estimated Useful Life (in years) 2020 Acquisitions 2019 Acquisitions 2018 Acquisitions Customer relationships 10 $ 104,790 $ 18,112 $ 100,684 Non-compete agreements 5 1,210 150 1,674 Patents 10-18 6,470 — 15,290 Trademarks Indefinite 23,600 5,453 28,935 $ 136,070 $ 23,715 $ 146,583 |
Schedule of Pro Forma Information | In addition, the pro forma information includes incremental amortization expense related to intangible assets acquired of $8.7 million and $11.7 million for the years ended December 31, 2020 and 2019, respectively, in connection with the acquisitions as if they occurred as of the beginning of the year immediately preceding each such acquisition. (thousands except per share data) 2020 2019 Net sales $ 2,633,388 $ 2,600,568 Net income 100,069 97,872 Basic net income per common share 4.40 4.24 Diluted net income per common share 4.33 4.21 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories as of December 31, 2020 and 2019 consist of the following: (thousands) 2020 2019 Raw materials $ 157,219 $ 162,238 Work in process 19,282 14,272 Finished goods 37,632 28,446 Less: reserve for inventory excess and obsolescence (8,320) (10,123) Total manufactured goods, net 205,813 194,833 Materials purchased for resale (distribution products) 112,158 60,918 Less: reserve for inventory excess and obsolescence (5,162) (1,881) Total materials purchased for resale (distribution products), net 106,996 59,037 Total inventories $ 312,809 $ 253,870 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, net, consists of the following at December 31, 2020 and 2019: (thousands) 2020 2019 Land and improvements $ 12,670 $ 9,754 Building and improvements 73,433 67,493 Machinery and equipment 286,418 204,383 Transportation equipment 8,200 6,640 Leasehold improvements 18,928 14,738 Property, plant and equipment, at cost 399,649 303,008 Less: accumulated depreciation and amortization (148,156) (122,159) Property, plant and equipment, net $ 251,493 $ 180,849 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - January 1, 2019 $ 235,345 $ 46,389 $ 281,734 Acquisitions 21,488 — 21,488 Adjustment to prior year preliminary purchase price allocation 11,569 4,558 16,127 Balance - December 31, 2019 268,402 50,947 319,349 Acquisitions 78,055 5,083 83,138 Adjustment to prior year preliminary purchase price allocation (8,412) 1,725 (6,687) Balance - December 31, 2020 $ 338,045 $ 57,755 $ 395,800 |
Schedule of Intangible Assets, Net | Intangible assets, net consist of the following at December 31, 2020 and 2019 : (thousands) 2020 2019 Customer relationships $ 461,754 $ 357,513 Non-compete agreements 15,949 16,202 Patents 23,025 16,495 Trademarks 113,796 88,524 614,524 478,734 Less: accumulated amortization (158,248) (121,720) Intangible assets, net $ 456,276 $ 357,014 |
Schedule of Changes in Intangible Assets | Changes in the carrying value of intangible assets for the years ended December 31, 2020 and 2019 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - January 1, 2019 $ 304,485 $ 78,497 $ 382,982 Acquisitions 17,922 — 17,922 Amortization (29,457) (6,451) (35,908) Adjustment to prior year preliminary purchase price allocation (10,827) 2,845 (7,982) Balance - December 31, 2019 282,123 74,891 357,014 Acquisitions 119,130 17,000 136,130 Amortization (33,505) (7,363) (40,868) Impairment of intangible assets (1) (119) (1,831) (1,950) Adjustment to prior year preliminary purchase price allocation 6,088 (138) 5,950 Balance - December 31, 2020 $ 373,717 $ 82,559 $ 456,276 (1) Certain operations permanently ceased activities during the year ended December 31, 2020. As a result, we recorded a $2.0 million pre-tax impairment of customer relationships and trademarks of these operations after determining the net carrying value of the assets was no longer recoverable. The impairment was calculated using our internal projections of discounted cash flows, which rely on Level 3 inputs in the fair value hierarchy based on the unobservable nature of the underlying data. The impairment was recorded in selling, general and administrative in our consolidated statements of income for the year ended December 31, 2020. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense for the next five fiscal years ending December 31 related to definite-lived intangible assets as of December 31, 2020 is estimated to be as follows (in thousands): 2021 $ 48,918 2022 48,119 2023 47,030 2024 45,759 2025 42,009 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt Outstanding | A summary of total debt outstanding at December 31, 2020 and 2019 is as follows: (thousands) 2020 2019 Long-term debt: 1.0% convertible notes due 2023 $ 172,500 $ 172,500 Term loan due 2024 92,500 97,500 Revolver due 2024 275,000 135,000 7.5% senior notes due 2027 300,000 300,000 Total long-term debt 840,000 705,000 Less: convertible notes debt discount, net (16,072) (23,260) Less: term loan deferred financing costs, net (434) (542) Less: senior notes deferred financing costs, net (5,087) (5,844) Less: current maturities of long-term debt (7,500) (5,000) Total long-term debt, less current maturities, net $ 810,907 $ 670,354 |
Schedule of Maturities of Long-term Debt | As of December 31, 2020, the aggregate maturities of total long-term debt for the next five fiscal years and thereafter are as follows (in thousands): 2021 $ 7,500 2022 10,000 2023 182,500 2024 340,000 2025 — Thereafter 300,000 Total $ 840,000 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The following table summarizes the fair value of derivative contracts included in the accompanying consolidated balance sheet (in thousands): Fair value of derivative liabilities Derivatives accounted for as cash flow hedges Balance sheet location December 31, 2020 December 31, 2019 Interest rate swap agreements Other long-term liabilities $ 6,567 $ 5,868 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The activity in accumulated other comprehensive loss for the years ended December 31, 2020 and 2019 was as follows: (thousands) Cash Flow Hedges Other Foreign Currency Translation Total Balance at January 1, 2019 $ (1,973) $ (675) $ (32) $ (2,680) Other comprehensive income (loss) before reclassifications, net of tax (3,340) (595) (22) (3,957) Amounts reclassified from accumulated other comprehensive loss, net of tax 939 — — 939 Net current period other comprehensive loss (2,401) (595) (22) (3,018) Balance at December 31, 2019 $ (4,374) $ (1,270) $ (54) $ (5,698) Other comprehensive income (loss) before reclassifications, net of tax (3,973) 7 154 (3,812) Amounts reclassified from accumulated other comprehensive loss, net of tax 3,458 — — 3,458 Net current period other comprehensive income (loss) (515) 7 154 (354) Balance at December 31, 2020 $ (4,889) $ (1,263) $ 100 $ (6,052) |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities as of December 31, 2020 and 2019 include the following: (thousands) 2020 2019 Employee compensation and benefits $ 46,061 $ 28,717 Property taxes 4,689 3,657 Customer incentives 18,071 12,297 Accrued interest 5,819 7,460 Other 8,562 5,902 Total accrued liabilities $ 83,202 $ 58,033 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of the Provisions for Income Taxes | The provision for income taxes for the years ended December 31, 2020, 2019 and 2018 consists of the following: (thousands) 2020 2019 2018 Current: Federal $ 16,627 $ 17,587 $ 22,578 State 8,584 5,019 8,725 Foreign 9 61 85 Total current 25,220 22,667 31,388 Deferred: Federal 8,344 4,529 1,529 State (253) 1,064 (770) Total deferred 8,091 5,593 759 Income taxes $ 33,311 $ 28,260 $ 32,147 |
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 income taxes at the federal statutory income tax rate of 21% for the years ended December 31, 2020, 2019 and 2018 is as follows: (thousands) 2020 2019 2018 Rate applied to pretax income $ 27,378 21.0 % $ 24,744 21.0 % $ 31,916 21.0 % State taxes, net of federal tax effect 6,026 4.6 % 5,147 4.4 % 6,427 4.2 % Research and development tax credits (1,647) (1.3) % (343) (0.3) % — — % Excess tax benefit on stock-based compensation (350) (0.3) % (833) (0.7) % (6,685) (4.4) % Other 1,904 1.6 % (455) (0.4) % 489 0.4 % Income taxes $ 33,311 25.6 % $ 28,260 24.0 % $ 32,147 21.2 % |
Schedule of Deferred Tax Assets and Liabilities | The composition of the deferred tax assets and liabilities as of December 31, 2020 and 2019 is as follows: (thousands) 2020 2019 Long-term deferred income tax assets (liabilities): Trade receivables allowance $ 426 $ 417 Inventory capitalization 2,796 2,226 Accrued expenses 8,988 5,987 Deferred compensation 447 413 Inventory reserves 5,235 4,651 Federal NOL carryforwards 1,288 1,113 State NOL carryforwards 1,040 953 Valuation allowance - NOL (767) (872) Share-based compensation 8,087 7,221 Operating lease right-of-use assets (15,292) (23,910) Operating lease liabilities 15,710 24,160 Other 1,454 2,015 Intangibles (28,992) (28,160) Depreciation expense (37,661) (22,368) Prepaid expenses (2,275) (1,130) Net deferred tax liabilities $ (39,516) $ (27,284) |
STOCK REPURCHASE PROGRAMS (Tabl
STOCK REPURCHASE PROGRAMS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Repurchases of Common Stock | Under the stock repurchase plans, the Company made repurchases of common stock for 2020, 2019 and 2018 as follows: 2020 2019 2018 Shares repurchased 595,805 102,932 1,984,095 Average price $ 38.78 $ 37.06 $ 54.21 Aggregate cost (in millions) $ 23.1 $ 3.8 $ 107.6 |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Income per common share is calculated for the years ended December 31, 2020, 2019 and 2018 as follows: (thousands except per share data) 2020 2019 2018 Net income $ 97,061 $ 89,566 $ 119,832 Weighted average common shares outstanding - basic 22,730 23,058 23,995 Effect of potentially dilutive securities 357 222 322 Weighted average common shares outstanding - diluted 23,087 23,280 24,317 Basic net income per common share $ 4.27 $ 3.88 $ 4.99 Diluted net income per common share $ 4.20 $ 3.85 $ 4.93 Cash dividends paid per common share $ 1.03 $ 0.25 $ — |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease Expense, Supplemental Cash Flow and Other Lease Information | Lease expense, supplemental cash flow information, and other information related to leases for the years ended December 31, 2020 and 2019 were as follows: (thousands) 2020 2019 Operating lease cost $ 34,243 $ 31,653 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 33,599 $ 30,677 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 56,526 $ 37,112 |
Lease Assets and Liabilities | Balance sheet information related to leases as of December 31, 2020 and 2019 was as follows: (thousands, except lease term and discount rate) 2020 2019 Assets Operating lease right-of-use assets $ 117,816 $ 93,546 Liabilities Operating lease liabilities, current portion $ 30,901 $ 27,694 Long-term operating lease liabilities 88,175 66,467 Total lease liabilities $ 119,076 $ 94,161 Weighted average remaining lease term, operating leases (in years) 5.3 4.2 Weighted average discount rate, operating leases 4.1 % 3.7 % |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows at December 31, 2020 (in thousands): 2021 $ 34,996 2022 29,867 2023 23,970 2024 17,575 2025 10,182 Thereafter 17,489 Total lease payments 134,079 Less imputed interest (15,003) Total $ 119,076 |
COMPENSATION PLANS (Tables)
COMPENSATION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Option Activity | The following table summarizes the Company’s option activity during the years ended December 31, 2020, 2019 and 2018: Years ended December 31 2020 2019 2018 (shares in thousands) Shares Weighted Shares Weighted Shares Weighted Outstanding beginning of year 536 $ 45.11 545 $ 44.35 548 $ 44.07 Granted during the year 495 42.87 — — — — Forfeited during the year (4) 53.83 — — — — Exercised during the year (12) 53.83 (9) 0.67 (3) 0.78 Outstanding end of year 1,015 $ 43.88 536 $ 45.11 545 $ 44.35 Vested Options: Vested during the year 115 $ 50.46 115 $ 50.46 115 $ 50.46 Eligible end of year for exercise 439 $ 43.19 336 $ 41.07 230 $ 34.72 Aggregate intrinsic value ($ in thousands): Total options outstanding $ 24,838 $ 4,398 $ 1,570 Options exercisable $ 11,047 $ 4,051 $ 1,570 Options exercised $ 97 $ 381 $ 195 Weighted average fair value of options granted during the year $ 15.17 N/A N/A Years ended December 31 2020 2019 2018 (shares in thousands) Shares Weighted Shares Weighted Shares Weighted Total SARS: Outstanding beginning of year 535 $ 54.53 535 $ 54.53 535 $ 54.53 Granted during the year — — — — — — Forfeited during the year (10) 68.01 — — — — Exercised during the year (40) 22.39 — — — — Outstanding end of year 485 $ 56.96 535 $ 54.53 535 $ 54.53 Vested SARS: Vested during the year 115 $ 60.71 115 $ 60.71 115 $ 60.71 Eligible end of year for exercise 404 $ 55.58 336 $ 50.04 220 $ 44.46 Aggregate intrinsic value ($ in thousands): Total SARS outstanding $ 6,032 $ 3,190 $ 983 SARS exercisable $ 5,540 $ 3,066 $ 983 SARS exercised $ 1,918 $ — $ — Weighted average fair value of SARS granted during the year N/A N/A N/A |
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 2020: Dividend rate 2.37 % Risk-free interest rate 0.65 % Expected option life (years) 5.0 Price volatility 42.42 % |
Schedule of Award Activity | The following table summarizes the activity for restricted stock for the years ended December 31, 2020, 2019 and 2018: 2020 2019 2018 (shares in thousands) Shares Weighted-Average Shares Weighted-Average Shares Weighted-Average Unvested beginning of year 738 $ 49.65 606 $ 48.56 634 $ 35.68 Granted during the year 309 55.03 378 39.74 182 65.35 Vested during the year (178) 52.80 (230) 30.46 (209) 23.98 Forfeited during the year (79) 55.87 (16) 50.49 (1) 57.93 Unvested end of year 790 $ 50.39 738 $ 49.65 606 $ 48.56 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The tables below present information that is provided to the chief operating decision maker of the Company as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 (in thousands): 2020 Manufacturing Distribution Total Net outside sales $ 1,729,451 $ 757,146 $ 2,486,597 Intersegment sales 36,367 5,326 41,693 Total sales 1,765,818 762,472 2,528,290 Operating income 190,518 54,376 244,894 Total assets 1,337,920 343,170 1,681,090 Capital expenditures 30,588 788 31,376 Depreciation and amortization 61,407 8,527 69,934 2019 Manufacturing Distribution Total Net outside sales $ 1,642,263 $ 694,819 $ 2,337,082 Intersegment sales 31,223 4,340 35,563 Total sales 1,673,486 699,159 2,372,645 Operating income 174,913 38,953 213,866 Total assets 990,692 304,230 1,294,922 Capital expenditures 25,291 1,973 27,264 Depreciation and amortization 52,036 7,534 59,570 2018 Manufacturing Distribution Total Net outside sales $ 1,745,467 $ 517,594 $ 2,263,061 Intersegment sales 33,581 3,641 37,222 Total sales 1,779,048 521,235 2,300,283 Operating income 215,246 31,491 246,737 Capital expenditures 31,152 1,852 33,004 Depreciation and amortization 44,747 7,613 52,360 |
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 December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 is as follows (in thousands): 2020 2019 2018 Net sales: Total sales for reportable segments $ 2,528,290 $ 2,372,645 $ 2,300,283 Elimination of intersegment sales (41,693) (35,563) (37,222) Consolidated net sales $ 2,486,597 $ 2,337,082 $ 2,263,061 Operating income: Operating income for reportable segments $ 244,894 $ 213,866 $ 246,737 Unallocated corporate expenses (30,653) (23,516) (34,109) Amortization (40,868) (35,908) (34,213) Consolidated operating income $ 173,373 $ 154,442 $ 178,415 Total assets: Identifiable assets for reportable segments $ 1,681,090 $ 1,294,922 Corporate assets unallocated to segments 27,578 36,681 Cash and cash equivalents 44,767 139,390 Consolidated total assets $ 1,753,435 $ 1,470,993 Depreciation and amortization: Depreciation and amortization for reportable segments $ 69,934 $ 59,570 $ 52,360 Corporate depreciation and amortization 3,336 3,225 2,692 Consolidated depreciation and amortization $ 73,270 $ 62,795 $ 55,052 Capital expenditures: Capital expenditures for reportable segments $ 31,376 $ 27,264 $ 33,004 Corporate capital expenditures 724 397 1,482 Consolidated capital expenditures $ 32,100 $ 27,661 $ 34,486 |
Schedules of Concentration of Risk, by Risk Factor | The Company had two major customers that accounted for the following sales for 2020, 2019, 2018 and trade receivables balances at December 31, 2020 and 2019 as shown in the table below: 2020 2019 2018 Customer 1 Net sales 22 % 23 % 29 % Trade receivables 13 % 6 % Customer 2 Net sales 17 % 17 % 20 % Trade receivables 17 % 14 % |
QUARTERLY FINANCIAL DATA (UNA_2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | Selected quarterly financial data for the years ended December 31, 2020 and 2019 is as follows: (thousands except per share data) 1Q 2Q 3Q 4Q 2020 Net sales $ 589,232 $ 424,045 $ 700,707 $ 772,613 $ 2,486,597 Gross profit 109,481 73,721 133,497 142,318 459,017 Net income 21,187 714 37,336 37,824 97,061 Net income per common share (1) Basic $ 0.92 $ 0.03 $ 1.65 $ 1.68 $ 4.27 Diluted 0.91 0.03 1.62 1.64 4.20 Cash dividends paid per common share $ 0.25 $ 0.25 $ 0.25 $ 0.28 $ 1.03 (thousands except per share data) 1Q 2Q 3Q 4Q 2019 Net sales $ 608,218 $ 613,218 $ 566,186 $ 549,460 $ 2,337,082 Gross profit 106,548 112,661 104,335 99,327 422,871 Net income 20,849 27,416 21,317 19,984 89,566 Net income per common share (1) Basic $ 0.90 $ 1.19 $ 0.92 $ 0.87 $ 3.88 Diluted 0.90 1.18 0.92 0.86 3.85 Cash dividends paid per common share $ — $ — $ — $ 0.25 $ 0.25 (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. |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended |
Dec. 31, 2020statesegmentfacility | |
Property, Plant and Equipment [Line Items] | |
Number of manufacturing plants | 141 |
Number of distribution facilities | 58 |
Number of states in which entity operates | state | 23 |
Number of business segments | segment | 2 |
Building and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Building and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Summary of Balances in Prepaid Expenses and Other (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Vendor rebates receivable | $ 6,527 | $ 11,524 |
Income tax receivable | 0 | 3,895 |
Prepaid expenses | 16,510 | 7,571 |
Deposits | 14,945 | 1,409 |
Prepaid income taxes | 0 | 11,639 |
Total | $ 37,982 | $ 36,038 |
BASIS OF PRESENTATION AND SIG_6
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Contingent consideration liability | $ 6,900 | $ 9,600 |
Level 1 | ||
Cash Equivalents | 0 | 132,600 |
Senior Note | 0 | 0 |
Convertible Note | 0 | 0 |
Fair value of derivative liabilities | 0 | 0 |
Contingent consideration liability | 0 | 0 |
Level 2 | ||
Cash Equivalents | 0 | 0 |
Senior Note | 329,000 | 320,300 |
Convertible Note | 180,000 | 162,500 |
Fair value of derivative liabilities | 6,600 | 5,900 |
Contingent consideration liability | 0 | 0 |
Level 3 | ||
Cash Equivalents | 0 | 0 |
Senior Note | 0 | 0 |
Convertible Note | 0 | 0 |
Fair value of derivative liabilities | 0 | 0 |
Contingent consideration liability | $ 6,900 | $ 9,600 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Dec. 31, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 772,613 | $ 700,707 | $ 424,045 | $ 589,232 | $ 549,460 | $ 566,186 | $ 613,218 | $ 608,218 | $ 2,486,597 | $ 2,337,082 | $ 2,263,061 |
Recreational Vehicle | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 1,392,208 | 1,287,193 | 1,434,257 | ||||||||
Manufactured Housing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 432,363 | 436,786 | 274,691 | ||||||||
Industrial | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 323,365 | 284,564 | 279,981 | ||||||||
Marine | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 338,661 | 328,539 | 274,132 | ||||||||
Manufacturing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 1,729,451 | 1,642,263 | 1,745,467 | ||||||||
Manufacturing | Recreational Vehicle | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 938,301 | 897,848 | 1,069,981 | ||||||||
Manufacturing | Manufactured Housing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 180,136 | 176,665 | 163,513 | ||||||||
Manufacturing | Industrial | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 286,764 | 250,969 | 246,168 | ||||||||
Manufacturing | Marine | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 324,250 | 316,781 | 265,805 | ||||||||
Distribution | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 757,146 | 694,819 | 517,594 | ||||||||
Distribution | Recreational Vehicle | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 453,907 | 389,345 | 364,276 | ||||||||
Distribution | Manufactured Housing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 252,227 | 260,121 | 111,178 | ||||||||
Distribution | Industrial | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 36,601 | 33,595 | 33,813 | ||||||||
Distribution | Marine | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 14,411 | $ 11,758 | $ 8,327 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020USD ($) | Sep. 27, 2020USD ($) | Jun. 28, 2020USD ($) | Mar. 29, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 29, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)acquisition | Dec. 31, 2019USD ($)acquisition | Dec. 31, 2018USD ($)acquisition | |
Business Acquisition [Line Items] | |||||||||||
Revenues | $ 772,613 | $ 700,707 | $ 424,045 | $ 589,232 | $ 549,460 | $ 566,186 | $ 613,218 | $ 608,218 | $ 2,486,597 | $ 2,337,082 | $ 2,263,061 |
Operating income | 173,373 | 154,442 | 178,415 | ||||||||
Contingent consideration liability | 6,900 | 9,600 | 6,900 | 9,600 | |||||||
Contingent consideration arrangements maximum payments amount | 14,500 | 14,500 | |||||||||
Decrease to contingent consideration liability | 4,200 | ||||||||||
Accretion expense | 200 | ||||||||||
Payment for contingent consideration liability, financing activities | $ 2,000 | $ 4,416 | $ 0 | ||||||||
Number of acquisitions | acquisition | 7 | 2 | 9 | ||||||||
Number of immaterial acquisitions | acquisition | 4 | 2 | 1 | ||||||||
Cash, net of cash acquired | $ 305,995 | $ 55,953 | $ 343,347 | ||||||||
Goodwill | 395,800 | 319,349 | 395,800 | 319,349 | 281,734 | ||||||
Payments to acquire businesses, net of cash acquired | 305,995 | 55,953 | 343,347 | ||||||||
Pro forma amortization expense | 8,700 | 11,700 | |||||||||
Accrued Liabilities | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent consideration liability | 1,600 | 2,000 | 1,600 | 2,000 | |||||||
Other Noncurrent Liabilities | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent consideration liability | 5,300 | 7,600 | 5,300 | 7,600 | |||||||
Acquired Entities | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 81,900 | 8,300 | 249,300 | ||||||||
Operating income | 10,700 | 900 | 23,200 | ||||||||
Payment for contingent consideration liability, financing activities | 4,763 | 1,160 | 11,775 | ||||||||
Cash, net of cash acquired | 307,011 | $ 53,300 | 342,696 | ||||||||
Contingent consideration, performance period | 1 year | ||||||||||
Property, plant & equipment | 66,574 | 6,469 | 66,574 | $ 6,469 | 46,015 | ||||||
Identifiable intangible assets | 136,070 | 23,715 | 136,070 | 23,715 | 146,583 | ||||||
Goodwill | 83,138 | $ 17,399 | 83,138 | 17,399 | 87,366 | ||||||
Total consideration | 311,642 | 54,460 | 354,471 | ||||||||
Payments to acquire businesses, net of cash acquired | $ 307,011 | $ 53,300 | $ 342,696 | ||||||||
Acquired Entities | Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent consideration, performance period | 1 year | 3 months | |||||||||
Acquired Entities | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent consideration, performance period | 3 years | 3 years | |||||||||
One Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash consideration | 129,700 | $ 129,700 | |||||||||
Property, plant & equipment | 49,300 | 49,300 | |||||||||
Identifiable intangible assets | 49,100 | 49,100 | |||||||||
Goodwill | $ 32,100 | $ 32,100 |
ACQUISITIONS - Schedule of Asse
ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consideration | |||
Cash, net of cash acquired | $ 305,995 | $ 55,953 | $ 343,347 |
Contingent consideration | 2,000 | 4,416 | 0 |
Assets Acquired | |||
Operating lease right-of-use assets | 117,816 | 93,546 | |
Liabilities Assumed | |||
Goodwill | 395,800 | 319,349 | 281,734 |
Acquired Entities | |||
Consideration | |||
Cash, net of cash acquired | 307,011 | 53,300 | 342,696 |
Working capital holdback and other, net | (132) | 0 | 0 |
Contingent consideration | 4,763 | 1,160 | 11,775 |
Total consideration | 311,642 | 54,460 | 354,471 |
Assets Acquired | |||
Trade receivables | 15,359 | 9,859 | 32,109 |
Inventories | 26,001 | 5,641 | 91,672 |
Prepaid expenses & other | 949 | 20 | 8,362 |
Property, plant & equipment | 66,574 | 6,469 | 46,015 |
Operating lease right-of-use assets | 20,029 | 5,653 | 0 |
Identifiable intangible assets | 136,070 | 23,715 | 146,583 |
Liabilities Assumed | |||
Current portion of operating lease obligations | (2,721) | (2,328) | 0 |
Accounts payable & accrued liabilities | (12,127) | (6,721) | (50,667) |
Operating lease obligations | (17,308) | (3,325) | 0 |
Deferred tax liabilities | (4,322) | (1,922) | (6,969) |
Total fair value of net assets acquired | 228,504 | 37,061 | 267,105 |
Goodwill | 83,138 | 17,399 | 87,366 |
Total net assets acquired | 311,642 | 54,460 | 354,471 |
G.G. Schmitt & Sons, Inc. | |||
Liabilities Assumed | |||
Goodwill tax-deductible | $ 10,000 | $ 5,400 | $ 28,400 |
ACQUISITIONS - Schedule of iden
ACQUISITIONS - Schedule of identifiable intangible assets acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||
Identifiable intangible assets | $ 136,070 | $ 23,715 | $ 146,583 |
Trademarks | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets | $ 23,600 | 5,453 | 28,935 |
Customer relationships | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 10 years | ||
Identifiable intangible assets | $ 104,790 | 18,112 | 100,684 |
Non-compete agreements | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 5 years | ||
Identifiable intangible assets | $ 1,210 | 150 | 1,674 |
Patents | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets | $ 6,470 | $ 0 | $ 15,290 |
Patents | Minimum | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 10 years | ||
Patents | Maximum | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 18 years |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information Related to Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Net sales | $ 2,633,388 | $ 2,600,568 |
Net income | $ 100,069 | $ 97,872 |
Basic net income per common share (in USD per share) | $ 4.40 | $ 4.24 |
Diluted net income per common share (in USD per share) | $ 4.33 | $ 4.21 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | ||
Raw materials | $ 157,219 | $ 162,238 |
Work in process | 19,282 | 14,272 |
Finished goods | 37,632 | 28,446 |
Total manufactured goods, net | 205,813 | 194,833 |
Materials purchased for resale (distribution products) | 112,158 | 60,918 |
Total materials purchased for resale (distribution products), net | 106,996 | 59,037 |
Total inventories | 312,809 | 253,870 |
Manufactured Goods | ||
Inventory [Line Items] | ||
Less: reserve for inventory excess and obsolescence | (8,320) | (10,123) |
Distributed Goods | ||
Inventory [Line Items] | ||
Less: reserve for inventory excess and obsolescence | $ (5,162) | $ (1,881) |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | $ 399,649 | $ 303,008 | |
Less: accumulated depreciation and amortization | (148,156) | (122,159) | |
Property, plant and equipment, net | 251,493 | 180,849 | |
Depreciation expense | 32,300 | 26,900 | $ 20,800 |
Accrued capital expenditures | 3,800 | 400 | $ 100 |
Land and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 12,670 | 9,754 | |
Building and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 73,433 | 67,493 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 286,418 | 204,383 | |
Transportation equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | 8,200 | 6,640 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, at cost | $ 18,928 | $ 14,738 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Carrying Amount of Goodwill by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | $ 319,349 | $ 281,734 |
Acquisitions | 83,138 | 21,488 |
Adjustment to prior year preliminary purchase price allocation | (6,687) | 16,127 |
Balance, end of period | 395,800 | 319,349 |
Manufacturing | ||
Goodwill [Roll Forward] | ||
Balance, beginning of period | 268,402 | 235,345 |
Acquisitions | 78,055 | 21,488 |
Adjustment to prior year preliminary purchase price allocation | (8,412) | 11,569 |
Balance, end of period | 338,045 | 268,402 |
Distribution | ||
Goodwill [Roll Forward] | ||
Balance, beginning of period | 50,947 | 46,389 |
Acquisitions | 5,083 | 0 |
Adjustment to prior year preliminary purchase price allocation | 1,725 | 4,558 |
Balance, end of period | $ 57,755 | $ 50,947 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Manufacturing | ||
Goodwill [Line Items] | ||
Good accumulated impairment | $ 27.4 | $ 27.4 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets, Net, by Major Class (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible Assets [Line Items] | |||
Total intangible assets, net, excluding accumulated amortization | $ 614,524 | $ 478,734 | |
Less: accumulated amortization | (158,248) | (121,720) | |
Intangible assets, net | 456,276 | 357,014 | $ 382,982 |
Trademarks | |||
Intangible Assets [Line Items] | |||
Trademarks | 113,796 | 88,524 | |
Customer relationships | |||
Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 461,754 | 357,513 | |
Non-compete agreements | |||
Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 15,949 | 16,202 | |
Patents | |||
Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 23,025 | $ 16,495 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets [Roll Forward] | |||
Balance, beginning of period | $ 357,014 | $ 382,982 | |
Acquisitions | 136,130 | 17,922 | |
Amortization | (40,868) | (35,908) | $ (34,213) |
Impairment of intangible assets | (1,950) | ||
Adjustment to prior year preliminary purchase price allocation | 5,950 | (7,982) | |
Balance, end of period | 456,276 | 357,014 | 382,982 |
Manufacturing | |||
Intangible Assets [Roll Forward] | |||
Balance, beginning of period | 282,123 | 304,485 | |
Acquisitions | 119,130 | 17,922 | |
Amortization | (33,505) | (29,457) | (27,400) |
Impairment of intangible assets | (119) | ||
Adjustment to prior year preliminary purchase price allocation | 6,088 | (10,827) | |
Balance, end of period | 373,717 | 282,123 | 304,485 |
Distribution | |||
Intangible Assets [Roll Forward] | |||
Balance, beginning of period | 74,891 | 78,497 | |
Acquisitions | 17,000 | 0 | |
Amortization | (7,363) | (6,451) | (6,800) |
Impairment of intangible assets | (1,831) | ||
Adjustment to prior year preliminary purchase price allocation | (138) | 2,845 | |
Balance, end of period | $ 82,559 | $ 74,891 | $ 78,497 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Amortization expense (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 48,918 |
2022 | 48,119 |
2023 | 47,030 |
2024 | 45,759 |
2025 | $ 42,009 |
DEBT - Summary of Total Debt Ou
DEBT - Summary of Total Debt Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 17, 2019 |
Long-term debt: | |||
Total long-term debt | $ 840,000 | $ 705,000 | |
Less: convertible notes debt discount, net | (16,072) | (23,260) | |
Less: term loan deferred financing costs, net | (434) | (542) | |
Less: senior notes deferred financing costs, net | (5,087) | (5,844) | |
Less: current maturities of long-term debt | (7,500) | (5,000) | |
Total long-term debt, less current maturities, net | $ 810,907 | 670,354 | |
Convertible Debt | |||
Long-term debt: | |||
Stated interest rate | 0.01% | ||
Total long-term debt | $ 172,500 | 172,500 | |
Term loan due 2024 | |||
Long-term debt: | |||
Total long-term debt | 92,500 | 97,500 | |
Revolver due 2024 | |||
Long-term debt: | |||
Total long-term debt | $ 275,000 | 135,000 | |
Senior Notes Due20277.50 Percent | Senior Notes | |||
Long-term debt: | |||
Stated interest rate | 0.075% | ||
Senior Note | $ 300,000 | $ 300,000 | $ 300,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Sep. 17, 2019USD ($) | Jan. 31, 2018USD ($)shares$ / shares | Dec. 31, 2020USD ($)day$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 05, 2018USD ($) |
Line of Credit Facility [Line Items] | ||||||
Debt issuance costs, gross | $ 5,087,000 | $ 5,844,000 | ||||
Minimum liquidity covenant period | 6 months | |||||
Total long-term debt | 840,000,000 | 705,000,000 | ||||
Debt discount | 16,072,000 | 23,260,000 | ||||
Proceeds from convertible notes offering | 0 | 0 | $ 172,500,000 | |||
Letters of credit outstanding | 5,200,000 | |||||
Interest paid | $ 36,100,000 | 22,100,000 | $ 18,400,000 | |||
A7.50 Senior Notes Due2027 Domain | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, redemption price, percentage | 100.00% | |||||
Convertible Senior Notes Due 2023 | ||||||
Line of Credit Facility [Line Items] | ||||||
Number of equity instruments (in shares) | shares | 1,962,790 | |||||
Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee rate | 0.20% | |||||
Senior Notes | A7.50 Senior Notes Due2027 Domain | ||||||
Line of Credit Facility [Line Items] | ||||||
Stated interest rate | 7.50% | |||||
Debt instrument, effective interest rate | 7.83% | |||||
Debt issuance costs, gross | $ 6,000,000 | |||||
Debt instrument, redemption price, percentage | 107.50% | |||||
Debt redemption, change of control | 101.00% | |||||
Term loan due 2024 | ||||||
Line of Credit Facility [Line Items] | ||||||
Convertible debt face amount | $ 100,000,000 | |||||
Total long-term debt | $ 92,500,000 | 97,500,000 | ||||
Term loan due 2024 | 2019 Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Increase (decrease) in borrowing capacity | 250,000,000 | |||||
Term loan due 2024 | 2019 Credit Facility | September 30, 2019 through June 30, 2021 | ||||||
Line of Credit Facility [Line Items] | ||||||
Required periodic payment | 1,250,000 | |||||
Term loan due 2024 | 2019 Credit Facility | September 30, 2021 and thereafter | ||||||
Line of Credit Facility [Line Items] | ||||||
Required periodic payment | 2,500,000 | |||||
Term loan due 2024 | 2018 Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Convertible debt face amount | $ 100,000,000 | |||||
Gain (loss) on extinguishment of debt | $ 700,000 | |||||
Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Total long-term debt | $ 275,000,000 | 135,000,000 | ||||
Line of Credit | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Ratio of indebtedness to net capital | 4.50 | |||||
Line of Credit | Revolving Credit Facility | 2019 Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 550,000,000 | |||||
Ratio of indebtedness to net capital | 4 | |||||
Consolidated fixed charge coverage ratio, actual | 150.00% | |||||
Line of Credit | Revolving Credit Facility | 2018 Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 800,000,000 | |||||
Convertible Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Stated interest rate | 0.01% | |||||
Total long-term debt | $ 172,500,000 | $ 172,500,000 | ||||
Convertible Debt | Convertible Senior Notes Due 2023 | ||||||
Line of Credit Facility [Line Items] | ||||||
Stated interest rate | 1.00% | |||||
Debt instrument, effective interest rate | 5.25% | 5.25% | ||||
Debt issuance costs, gross | $ 4,100,000 | |||||
Convertible debt face amount | $ 172,500,000 | |||||
Debt instrument, basis spread on variable rate | 1.00% | |||||
Debt discount | $ 36,000,000 | |||||
Unamortized debt discount, difference In aggregate face amount and future cash flows | 31,900,000 | |||||
Proceeds from convertible notes offering | $ 167,500,000 | |||||
Convertible debt conversion ratio | 0.0113785 | |||||
Number of equity instruments (in shares) | shares | 1,962,790 | |||||
Convertible debt conversion price (in USD per share) | $ / shares | $ 87.89 | $ 87.89 | ||||
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, effective interest rate | 1.68% | |||||
Debt instrument, basis spread on variable rate | 1.50% | |||||
London Interbank Offered Rate (LIBOR) | Term loan due 2024 | ||||||
Line of Credit Facility [Line Items] | ||||||
Total long-term debt | $ 92,500,000 | |||||
Weighted average interest rate | 3.67% | 4.53% | ||||
London Interbank Offered Rate (LIBOR) | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Total long-term debt | $ 275,000,000 | |||||
Weighted average interest rate | 4.14% | 4.59% | ||||
Redemption period one | Convertible Debt | Convertible Senior Notes Due 2023 | ||||||
Line of Credit Facility [Line Items] | ||||||
Threshold of consecutive trading days | day | 30 | |||||
Threshold percentage of stock price trigger | 130.00% | |||||
Redemption period two | Convertible Debt | Convertible Senior Notes Due 2023 | ||||||
Line of Credit Facility [Line Items] | ||||||
Threshold of consecutive trading days | day | 5 | |||||
Threshold percentage of stock price trigger | 98.00% | |||||
Threshold of trading days | day | 5 | |||||
Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee rate | 0.225% | |||||
Maximum | Senior Notes | A7.50 Senior Notes Due2027 Domain | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, redemption price, percentage | 40.00% | |||||
Maximum | Prime Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||
Maximum | London Interbank Offered Rate (LIBOR) | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||
Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee rate | 0.15% | |||||
Minimum | Prime Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.00% | |||||
Minimum | London Interbank Offered Rate (LIBOR) | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||
Minimum | Redemption period one | Convertible Debt | Convertible Senior Notes Due 2023 | ||||||
Line of Credit Facility [Line Items] | ||||||
Threshold of consecutive trading days | day | 20 |
DEBT - Schedule of Maturities o
DEBT - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 7,500 |
2022 | 10,000 |
2023 | 182,500 |
2024 | 340,000 |
2025 | 0 |
Thereafter | 300,000 |
Total | $ 840,000 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2018USD ($)shares$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Derivative [Line Items] | ||||
Proceeds from sale of warrants | $ 0 | $ 0 | $ 18,147 | |
Interest rate swap agreements | ||||
Derivative [Line Items] | ||||
Derivative amount | $ 200,000 | |||
Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Payments for derivative instrument | $ 31,500 | |||
Proceeds from sale of warrants | $ 18,100 | |||
Convertible Senior Notes Due 2023 | ||||
Derivative [Line Items] | ||||
Number of equity instruments (in shares) | shares | 1,962,790 | |||
Exercise price of warrants or rights (in USD per share) | $ / shares | $ 113.93 | |||
Convertible Senior Notes Due 2023 | Convertible Debt | ||||
Derivative [Line Items] | ||||
Number of equity instruments (in shares) | shares | 1,962,790 | |||
Convertible debt conversion price (in USD per share) | $ / shares | $ 87.89 | $ 87.89 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Derivative Assets and Liabilities at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Designated as Hedging Instrument | Interest rate swap agreements | ||
Derivative [Line Items] | ||
Fair value of derivative liabilities | $ 6,567 | $ 5,868 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | $ 497,481 | |
Other comprehensive income (loss) before reclassifications, net of tax | (3,812) | $ (3,957) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 3,458 | 939 |
Net current period other comprehensive income (loss) | (354) | (3,018) |
Ending Balance | 559,441 | 497,481 |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (5,698) | (2,680) |
Ending Balance | (6,052) | (5,698) |
Cash Flow Hedges | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (4,374) | (1,973) |
Other comprehensive income (loss) before reclassifications, net of tax | (3,973) | (3,340) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 3,458 | 939 |
Net current period other comprehensive income (loss) | (515) | (2,401) |
Ending Balance | (4,889) | (4,374) |
Other | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (1,270) | (675) |
Other comprehensive income (loss) before reclassifications, net of tax | 7 | (595) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 0 |
Net current period other comprehensive income (loss) | 7 | (595) |
Ending Balance | (1,263) | (1,270) |
Foreign Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (54) | (32) |
Other comprehensive income (loss) before reclassifications, net of tax | 154 | (22) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 0 |
Net current period other comprehensive income (loss) | 154 | (22) |
Ending Balance | $ 100 | $ (54) |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 46,061 | $ 28,717 |
Property taxes | 4,689 | 3,657 |
Customer incentives | 18,071 | 12,297 |
Accrued interest | 5,819 | 7,460 |
Other | 8,562 | 5,902 |
Total accrued liabilities | $ 83,202 | $ 58,033 |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Tax Benefit from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ 16,627 | $ 17,587 | $ 22,578 |
State | 8,584 | 5,019 | 8,725 |
Foreign | 9 | 61 | 85 |
Total current | 25,220 | 22,667 | 31,388 |
Deferred: | |||
Federal | 8,344 | 4,529 | 1,529 |
State | (253) | 1,064 | (770) |
Total deferred | 8,091 | 5,593 | 759 |
Income taxes | $ 33,311 | $ 28,260 | $ 32,147 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Rate applied to pretax income | $ 27,378 | $ 24,744 | $ 31,916 |
State taxes, net of federal tax effect | 6,026 | 5,147 | 6,427 |
Research and development tax credits | (1,647) | (343) | 0 |
Excess tax benefit on stock-based compensation | (350) | (833) | (6,685) |
Other | 1,904 | (455) | 489 |
Income taxes | $ 33,311 | $ 28,260 | $ 32,147 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Rate applied to pretax income | 21.00% | 21.00% | 21.00% |
State taxes, net of federal tax effect | 4.60% | 4.40% | 4.20% |
Research and development tax credits | (1.30%) | (0.30%) | 0.00% |
Excess tax benefit on stock-based compensation | (0.30%) | (0.70%) | (4.40%) |
Other | 1.60% | (0.40%) | 0.40% |
Income taxes | 25.60% | 24.00% | 21.20% |
INCOME TAXES - Composition of D
INCOME TAXES - Composition of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Long-term deferred income tax assets (liabilities): | ||
Trade receivables allowance | $ 426 | $ 417 |
Inventory capitalization | 2,796 | 2,226 |
Accrued expenses | 8,988 | 5,987 |
Deferred compensation | 447 | 413 |
Inventory reserves | 5,235 | 4,651 |
Federal NOL carryforwards | 1,288 | 1,113 |
State NOL carryforwards | 1,040 | 953 |
Valuation allowance - NOL | (767) | (872) |
Share-based compensation | 8,087 | 7,221 |
Operating lease right-of-use assets | (15,292) | (23,910) |
Operating lease liabilities | 15,710 | 24,160 |
Other | 1,454 | 2,015 |
Intangibles | (28,992) | (28,160) |
Depreciation expense | (37,661) | (22,368) |
Prepaid expenses | (2,275) | (1,130) |
Net deferred tax liabilities | $ (39,516) | $ (27,284) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income taxes paid | $ 7,900 | $ 36,100 | $ 28,200 |
Operating loss carryforwards | 26,200 | 24,500 | |
Deferred tax assets, net | 2,300 | 2,000 | |
Deferred tax assets, valuation allowance | $ 767 | $ 872 |
STOCK REPURCHASE PROGRAMS - Nar
STOCK REPURCHASE PROGRAMS - Narrative (Details) - Shareholder Repurchase Program - USD ($) $ in Millions | 1 Months Ended | |||
May 31, 2018 | Dec. 31, 2020 | Mar. 29, 2020 | Oct. 31, 2018 | |
Share Repurchase Program [Line Items] | ||||
Remaining authorized repurchase amount | $ 36 | |||
Board of Directors | ||||
Share Repurchase Program [Line Items] | ||||
Stock repurchase program, period | 24 months | |||
Stock repurchase program, authorized amount | $ 50 | $ 50 |
STOCK REPURCHASE PROGRAMS - Rep
STOCK REPURCHASE PROGRAMS - Repurchases of Shares Under the Repurchase Plan (Details) - Shareholder Repurchase Program - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity, Class of Treasury Stock [Line Items] | |||
Shares repurchased (in shares) | 595,805 | 102,932 | 1,984,095 |
Average price (in dollars per share) | $ 38.78 | $ 37.06 | $ 54.21 |
Average cost | $ 23.1 | $ 3.8 | $ 107.6 |
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, 2020 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Dec. 31, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 37,824 | $ 37,336 | $ 714 | $ 21,187 | $ 19,984 | $ 21,317 | $ 27,416 | $ 20,849 | $ 97,061 | $ 89,566 | $ 119,832 |
Weighted average shares outstanding - basic (in shares) | 22,730 | 23,058 | 23,995 | ||||||||
Effect of potentially dilutive securities (in shares) | 357 | 222 | 322 | ||||||||
Weighted average common shares outstanding - diluted (in shares) | 23,087 | 23,280 | 24,317 | ||||||||
Basic net income per common share (in USD per share) | $ 1.68 | $ 1.65 | $ 0.03 | $ 0.92 | $ 0.87 | $ 0.92 | $ 1.19 | $ 0.90 | $ 4.27 | $ 3.88 | $ 4.99 |
Diluted net income per common share (in USD per share) | 1.64 | 1.62 | 0.03 | 0.91 | 0.86 | 0.92 | 1.18 | 0.90 | 4.20 | 3.85 | 4.93 |
Cash dividends paid per common share (in USD per share) | $ 0.28 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0 | $ 0 | $ 0 | $ 1.03 | $ 0.25 | $ 0 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Dec. 31, 2020 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 19 years |
LEASES - Lease Expense, Supplem
LEASES - Lease Expense, Supplemental Cash Flow and Other Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 34,243 | $ 31,653 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for operating leases | 33,599 | 30,677 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 56,526 | $ 37,112 |
LEASES - Lease Assets and Liabi
LEASES - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Operating lease right-of-use assets | $ 117,816 | $ 93,546 |
Liabilities | ||
Operating lease liabilities, current portion | 30,901 | 27,694 |
Long-term operating lease liabilities | 88,175 | 66,467 |
Total | $ 119,076 | $ 94,161 |
Weighted average remaining lease term, operating leases (in years) | 5 years 3 months 18 days | 4 years 2 months 12 days |
Weighted average discount rate, operating leases | 4.10% | 3.70% |
LEASES - Operating Lease Liabil
LEASES - Operating Lease Liability Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 34,996 | |
2022 | 29,867 | |
2023 | 23,970 | |
2024 | 17,575 | |
2025 | 10,182 | |
Thereafter | 17,489 | |
Total lease payments | 134,079 | |
Less imputed interest | (15,003) | |
Total | $ 119,076 | $ 94,161 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - CERCLA And Contractual Indemnity Case - claim | Aug. 21, 2020 | Aug. 31, 2019 |
Loss Contingencies [Line Items] | ||
Number of cross claims filed | 2 | |
Number of claims dismissed | 2 |
COMPENSATION PLANS - Narrative
COMPENSATION PLANS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of common shares available for grant (in shares) | 1,000,000 | ||
Share-based compensation expense | $ 16,000 | $ 15,400 | $ 14,000 |
Income tax benefit | 4,100 | $ 3,900 | $ 3,500 |
Unrecognized compensation cost | $ 23,800 | ||
Compensation cost not yet recognized, period for recognition | 1 year 1 month 27 days | ||
Granted during the year (in shares) | 495,000 | 0 | 0 |
Granted during the year (in USD per share) | $ 42.87 | $ 0 | $ 0 |
Share price (in USD per share) | $ 68.35 | $ 52.43 | |
Weighted average remaining contractual term for options outstanding | 6 years 4 months 24 days | ||
Weighted average remaining contractual term for options exercisable | 4 years 4 months 24 days | ||
Proceeds from stock options exercised | $ 600 | $ 0 | $ 0 |
Options vested (in shares) | 5,800 | $ 5,800 | $ 5,800 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 6,200 | ||
Compensation cost not yet recognized, period for recognition | 1 year 6 months 24 days | ||
Contractual term | 9 years | ||
Granted during the year (in shares) | 495,000 | 0 | 0 |
Granted during the year (in USD per share) | $ 42.87 | ||
Share price (in USD per share) | $ 68.35 | $ 52.43 | $ 29.61 |
Stock Options | Year One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 35.00% | ||
Stock Options | Year Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 35.00% | ||
Stock Options | Year Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 30.00% | ||
Stock Appreciation Rights (SARs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 100 | ||
Compensation cost not yet recognized, period for recognition | 1 month | ||
Granted during the year (in shares) | 0 | 0 | 0 |
Granted during the year (in USD per share) | $ 0 | $ 0 | $ 0 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 17,500 | ||
Compensation cost not yet recognized, period for recognition | 1 year 1 month 21 days | ||
Minimum | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Minimum | Restricted Stock | Time-based Cliff Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Minimum | Restricted Stock | Performance Contingent Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Maximum | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Maximum | Restricted Stock | Time-based Cliff Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Maximum | Restricted Stock | Performance Contingent Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years |
COMPENSATION PLANS - Summary of
COMPENSATION PLANS - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | |||
Outstanding beginning of year (in shares) | 536,000 | 545,000 | 548,000 |
Granted during the year (in shares) | 495,000 | 0 | 0 |
Forfeited during the year (in shares) | (4,000) | 0 | 0 |
Exercised during the year (in shares) | (12,000) | (9,000) | (3,000) |
Outstanding, end of year (in shares) | 1,015,000 | 536,000 | 545,000 |
Weighted Average Exercise Price | |||
Outstanding beginning of year (in USD per share) | $ 45.11 | $ 44.35 | $ 44.07 |
Granted during the year (in USD per share) | 42.87 | 0 | 0 |
Forfeited during the year (in USD per share) | 53.83 | 0 | 0 |
Exercised during the year (in USD per share) | 53.83 | 0.67 | 0.78 |
Outstanding, end of year (in USD per share) | $ 43.88 | $ 45.11 | $ 44.35 |
Vested Options: | |||
Vested during the year (in shares) | 115,000 | 115,000 | 115,000 |
Vested during the year (in USD per share) | $ 50.46 | $ 50.46 | $ 50.46 |
Eligible, end of year for exercise (in shares) | 439,000 | 336,000 | 230,000 |
Eligible, end of year for exercise (in USD per share) | $ 43.19 | $ 41.07 | $ 34.72 |
Aggregate intrinsic value ($ in thousands): | |||
Total options outstanding | $ 24,838 | $ 4,398 | $ 1,570 |
Options exercisable | 11,047 | 4,051 | 1,570 |
Options exercised | $ 97 | $ 381 | $ 195 |
Weighted average fair value of options granted during the year (in USD per share) | $ 15.17 | ||
Stock Appreciation Rights (SARs) | |||
Shares | |||
Outstanding beginning of year (in shares) | 535,000 | 535,000 | 535,000 |
Granted during the year (in shares) | 0 | 0 | 0 |
Forfeited during the year (in shares) | (10,000) | 0 | 0 |
Exercised during the year (in shares) | (40,000) | 0 | 0 |
Outstanding, end of year (in shares) | 485,000 | 535,000 | 535,000 |
Weighted Average Exercise Price | |||
Outstanding beginning of year (in USD per share) | $ 54.53 | $ 54.53 | $ 54.53 |
Granted during the year (in USD per share) | 0 | 0 | 0 |
Forfeited during the year (in USD per share) | 68.01 | 0 | 0 |
Exercised during the year (in USD per share) | 22.39 | 0 | 0 |
Outstanding, end of year (in USD per share) | $ 56.96 | $ 54.53 | $ 54.53 |
Vested Options: | |||
Vested during the year (in shares) | 115,000 | 115,000 | 115,000 |
Vested during the year (in USD per share) | $ 60.71 | $ 60.71 | $ 60.71 |
Eligible, end of year for exercise (in shares) | 404,000 | 336,000 | 220,000 |
Eligible, end of year for exercise (in USD per share) | $ 55.58 | $ 50.04 | $ 44.46 |
Aggregate intrinsic value ($ in thousands): | |||
Total options outstanding | $ 6,032 | $ 3,190 | $ 983 |
Options exercisable | 5,540 | 3,066 | 983 |
Options exercised | $ 1,918 | $ 0 | $ 0 |
COMPENSATION PLANS - Fair value
COMPENSATION PLANS - Fair value Assumptions (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend rate | 2.37% |
Risk-free interest rate | 0.65% |
Expected option life (years) | 5 years |
Price volatility | 42.42% |
COMPENSATION PLANS - Summary _2
COMPENSATION PLANS - Summary of Unvested Restricted Stock (Details) - Restricted Stock - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | |||
Unvested beginning of year (in shares) | 738 | 606 | 634 |
Granted during the year (in shares) | 309 | 378 | 182 |
Vested during the year (in shares) | (178) | (230) | (209) |
Forfeited during the year (in shares) | (79) | (16) | (1) |
Unvested, end of year (in shares) | 790 | 738 | 606 |
Weighted-Average Grant Date Stock Price | |||
Unvested beginning of year (in USD per share) | $ 49.65 | $ 48.56 | $ 35.68 |
Granted during the year (in USD per share) | 55.03 | 39.74 | 65.35 |
Vested during the year (in USD per share) | 52.80 | 30.46 | 23.98 |
Forfeited during the year (in USD per share) | 55.87 | 50.49 | 57.93 |
Unvested, end of year (in USD per share) | $ 50.39 | $ 49.65 | $ 48.56 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Amortization of intangible assets | $ 40,868 | $ 35,908 | $ 34,213 |
Manufacturing | |||
Segment Reporting Information [Line Items] | |||
Amortization of intangible assets | 33,505 | 29,457 | 27,400 |
Distribution | |||
Segment Reporting Information [Line Items] | |||
Amortization of intangible assets | $ 7,363 | $ 6,451 | $ 6,800 |
SEGMENT INFORMATION - Net Incom
SEGMENT INFORMATION - Net Income, Assets and Certain Other Items of Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Dec. 31, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 772,613 | $ 700,707 | $ 424,045 | $ 589,232 | $ 549,460 | $ 566,186 | $ 613,218 | $ 608,218 | $ 2,486,597 | $ 2,337,082 | $ 2,263,061 |
Operating income | 173,373 | 154,442 | 178,415 | ||||||||
Total assets | 1,753,435 | 1,470,993 | 1,753,435 | 1,470,993 | |||||||
Capital expenditures | 32,100 | 27,661 | 34,486 | ||||||||
Depreciation and amortization | 73,270 | 62,795 | 55,052 | ||||||||
Manufacturing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 1,729,451 | 1,642,263 | 1,745,467 | ||||||||
Distribution | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 757,146 | 694,819 | 517,594 | ||||||||
Intersegment sales | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 41,693 | 35,563 | 37,222 | ||||||||
Intersegment sales | Manufacturing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 36,367 | 31,223 | 33,581 | ||||||||
Intersegment sales | Distribution | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 5,326 | 4,340 | 3,641 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 2,528,290 | 2,372,645 | 2,300,283 | ||||||||
Operating income | 244,894 | 213,866 | 246,737 | ||||||||
Total assets | 1,681,090 | 1,294,922 | 1,681,090 | 1,294,922 | |||||||
Capital expenditures | 31,376 | 27,264 | 33,004 | ||||||||
Depreciation and amortization | 69,934 | 59,570 | 52,360 | ||||||||
Operating Segments | Manufacturing | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 1,765,818 | 1,673,486 | 1,779,048 | ||||||||
Operating income | 190,518 | 174,913 | 215,246 | ||||||||
Total assets | 1,337,920 | 990,692 | 1,337,920 | 990,692 | |||||||
Capital expenditures | 30,588 | 25,291 | 31,152 | ||||||||
Depreciation and amortization | 61,407 | 52,036 | 44,747 | ||||||||
Operating Segments | Distribution | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 762,472 | 699,159 | 521,235 | ||||||||
Operating income | 54,376 | 38,953 | 31,491 | ||||||||
Total assets | $ 343,170 | $ 304,230 | 343,170 | 304,230 | |||||||
Capital expenditures | 788 | 1,973 | 1,852 | ||||||||
Depreciation and amortization | $ 8,527 | $ 7,534 | $ 7,613 |
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, 2020 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Dec. 31, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 772,613 | $ 700,707 | $ 424,045 | $ 589,232 | $ 549,460 | $ 566,186 | $ 613,218 | $ 608,218 | $ 2,486,597 | $ 2,337,082 | $ 2,263,061 |
Operating income | 173,373 | 154,442 | 178,415 | ||||||||
Unallocated corporate expenses | (285,644) | (268,429) | (237,451) | ||||||||
Amortization | (40,868) | (35,908) | (34,213) | ||||||||
Total assets | 1,753,435 | 1,470,993 | 1,753,435 | 1,470,993 | |||||||
Corporate assets unallocated to segments | 251,493 | 180,849 | 251,493 | 180,849 | |||||||
Depreciation and amortization | 73,270 | 62,795 | 55,052 | ||||||||
Capital expenditures | 32,100 | 27,661 | 34,486 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 2,528,290 | 2,372,645 | 2,300,283 | ||||||||
Operating income | 244,894 | 213,866 | 246,737 | ||||||||
Total assets | 1,681,090 | 1,294,922 | 1,681,090 | 1,294,922 | |||||||
Depreciation and amortization | 69,934 | 59,570 | 52,360 | ||||||||
Capital expenditures | 31,376 | 27,264 | 33,004 | ||||||||
Consolidation, Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (41,693) | (35,563) | (37,222) | ||||||||
Segment Reconciling Items | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Unallocated corporate expenses | (30,653) | (23,516) | (34,109) | ||||||||
Amortization | (40,868) | (35,908) | (34,213) | ||||||||
Total assets | 44,767 | 139,390 | 44,767 | 139,390 | |||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Corporate assets unallocated to segments | $ 27,578 | $ 36,681 | 27,578 | 36,681 | |||||||
Depreciation and amortization | 3,336 | 3,225 | 2,692 | ||||||||
Capital expenditures | $ 724 | $ 397 | $ 1,482 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Major Customers (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Customer 1 | Net sales | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 22.00% | 23.00% | 29.00% |
Customer 1 | Trade receivables | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.00% | 6.00% | |
Customer 2 | Net sales | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 17.00% | 17.00% | 20.00% |
Customer 2 | Trade receivables | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 17.00% | 14.00% |
QUARTERLY FINANCIAL DATA (UNA_3
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 27, 2020 | Jun. 28, 2020 | Mar. 29, 2020 | Dec. 31, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 772,613 | $ 700,707 | $ 424,045 | $ 589,232 | $ 549,460 | $ 566,186 | $ 613,218 | $ 608,218 | $ 2,486,597 | $ 2,337,082 | $ 2,263,061 |
Gross profit | 142,318 | 133,497 | 73,721 | 109,481 | 99,327 | 104,335 | 112,661 | 106,548 | 459,017 | 422,871 | 415,866 |
Net income | $ 37,824 | $ 37,336 | $ 714 | $ 21,187 | $ 19,984 | $ 21,317 | $ 27,416 | $ 20,849 | $ 97,061 | $ 89,566 | $ 119,832 |
Net income per common share: | |||||||||||
Basic net income per common share (in USD per share) | $ 1.68 | $ 1.65 | $ 0.03 | $ 0.92 | $ 0.87 | $ 0.92 | $ 1.19 | $ 0.90 | $ 4.27 | $ 3.88 | $ 4.99 |
Diluted net income per common share (in USD per share) | 1.64 | 1.62 | 0.03 | 0.91 | 0.86 | 0.92 | 1.18 | 0.90 | 4.20 | 3.85 | 4.93 |
Cash dividends paid per common share (in USD per share) | $ 0.28 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0 | $ 0 | $ 0 | $ 1.03 | $ 0.25 | $ 0 |