Cover
Cover - shares | 3 Months Ended | |
Mar. 28, 2021 | Apr. 23, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 28, 2021 | |
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 WEST 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 | |
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 | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, no par value | |
Trading Symbol | PATK | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,772,718 | |
Entity Central Index Key | 0000076605 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Income Statement [Abstract] | ||
NET SALES | $ 850,483 | $ 589,232 |
Cost of goods sold | 688,951 | 479,751 |
GROSS PROFIT | 161,532 | 109,481 |
Operating Expenses: | ||
Warehouse and delivery | 29,913 | 24,732 |
Selling, general and administrative | 51,232 | 35,869 |
Amortization of intangible assets | 11,906 | 9,601 |
Total operating expenses | 93,051 | 70,202 |
OPERATING INCOME | 68,481 | 39,279 |
Interest expense, net | 11,179 | 10,492 |
Income before income taxes | 57,302 | 28,787 |
Income taxes | 9,789 | 7,600 |
NET INCOME | $ 47,513 | $ 21,187 |
BASIC NET INCOME PER COMMON SHARE (in dollars per share) | $ 2.09 | $ 0.92 |
DILUTED NET INCOME PER COMMON SHARE (in dollars per share) | $ 2.04 | $ 0.91 |
Weighted average shares outstanding - Basic (in shares) | 22,737 | 23,016 |
Weighted average shares outstanding - Diluted (in shares) | 23,286 | 23,267 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Statement of Other Comprehensive Income [Abstract] | ||
Net income | $ 47,513 | $ 21,187 |
Other comprehensive income (loss), net of tax: | ||
Unrealized gain (loss) of hedge derivatives | 975 | (3,006) |
Other | (59) | (37) |
Total other comprehensive income (loss) | 916 | (3,043) |
COMPREHENSIVE INCOME | $ 48,429 | $ 18,144 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 6,171 | $ 44,767 |
Trade and other receivables, net | 211,974 | 132,505 |
Inventories | 345,244 | 312,809 |
Prepaid expenses and other | 28,446 | 37,982 |
Total current assets | 591,835 | 528,063 |
Property, plant and equipment, net | 256,213 | 251,493 |
Operating lease right-of-use assets | 124,384 | 117,816 |
Goodwill | 405,382 | 395,800 |
Intangible assets, net | 451,269 | 456,276 |
Deferred financing costs, net | 2,220 | 2,382 |
Other non-current assets | 3,575 | 1,605 |
TOTAL ASSETS | 1,834,878 | 1,753,435 |
Current Liabilities | ||
Current maturities of long-term debt | 7,500 | 7,500 |
Current operating lease liabilities | 32,513 | 30,901 |
Accounts payable | 154,291 | 105,786 |
Accrued liabilities | 105,545 | 83,202 |
Total current liabilities | 299,849 | 227,389 |
Long-term debt, less current maturities, net | 785,849 | 810,907 |
Long-term operating lease liabilities | 93,327 | 88,175 |
Deferred tax liabilities, net | 40,998 | 39,516 |
Other long-term liabilities | 19,580 | 28,007 |
TOTAL LIABILITIES | 1,239,603 | 1,193,994 |
SHAREHOLDERS’ EQUITY | ||
Common stock | 174,920 | 180,892 |
Additional paid-in-capital | 24,387 | 24,387 |
Accumulated other comprehensive loss | (5,136) | (6,052) |
Retained earnings | 401,104 | 360,214 |
TOTAL SHAREHOLDERS’ EQUITY | 595,275 | 559,441 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 1,834,878 | $ 1,753,435 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 47,513 | $ 21,187 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 22,521 | 17,175 | |
Stock-based compensation expense | 4,298 | 4,311 | |
Amortization of convertible notes debt discount | 1,769 | 1,723 | |
Other non-cash items | 1,595 | 750 | |
Change in operating assets and liabilities, net of acquisitions of businesses: | |||
Trade receivables | (76,350) | (66,453) | |
Inventories | (24,398) | (18,211) | |
Prepaid expenses and other assets | 9,587 | 9,649 | |
Accounts payable, accrued liabilities and other | 63,757 | 43,033 | |
Net cash provided by operating activities | 50,292 | 13,164 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (14,239) | (7,580) | |
Proceeds from sale of property, plant and equipment | 58 | 21 | |
Business acquisitions, net of cash acquired | (28,864) | (24,281) | |
Other | (2,000) | 0 | |
Net cash used in investing activities | (45,045) | (31,840) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowings on revolver | 117,475 | 6,720 | |
Repayments on revolver | (144,475) | (6,720) | |
Stock repurchases under buyback program | 0 | (15,550) | |
Cash dividends paid to shareholders | (6,573) | (5,837) | |
Taxes paid for share-based payment arrangements | (14,464) | (2,747) | |
Payment of deferred financing costs and other | 0 | (57) | |
Payment of contingent consideration from a business acquisition | 0 | (2,000) | |
Proceeds from exercise of common stock options | 4,194 | 0 | |
Net cash used in financing activities | (43,843) | (26,191) | |
Decrease in cash and cash equivalents | (38,596) | (44,867) | |
Cash and cash equivalents at beginning of year | 44,767 | 139,390 | $ 139,390 |
Cash and cash equivalents at end of period | 6,171 | 94,523 | $ 44,767 |
Supplemental Cash Flow Information [Abstract] | |||
Increase (decrease) in accrued capital expenditures | $ (2,816) | $ 57 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Beginning Balance at Dec. 31, 2019 | $ 497,481 | $ 172,662 | $ 25,014 | $ (5,698) | $ 305,503 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 21,187 | 21,187 | |||
Dividends declared | (5,978) | (5,978) | |||
Other comprehensive income, net of tax | (3,043) | (3,043) | |||
Share repurchases under buyback program | (15,550) | (3,315) | (480) | (11,755) | |
Repurchases of shares for tax payments related to the vesting and exercise of share-based grants | (3,032) | (3,032) | |||
Stock-based compensation expense | 4,311 | 4,311 | |||
Ending Balance at Mar. 29, 2020 | 495,376 | 170,626 | 24,534 | (8,741) | 308,957 |
Beginning Balance at Dec. 31, 2020 | 559,441 | 180,892 | 24,387 | (6,052) | 360,214 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 47,513 | 47,513 | |||
Dividends declared | (6,623) | (6,623) | |||
Other comprehensive income, net of tax | 916 | 916 | |||
Repurchases of shares for tax payments related to the vesting and exercise of share-based grants | (14,464) | (14,464) | |||
Issuance of shares upon exercise of common stock options | 4,194 | 4,194 | |||
Stock-based compensation expense | 4,298 | 4,298 | |||
Ending Balance at Mar. 28, 2021 | $ 595,275 | $ 174,920 | $ 24,387 | $ (5,136) | $ 401,104 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 28, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Patrick Industries, Inc. (“Patrick”, the “Company”, "we", "our") contain all adjustments (consisting of normal recurring adjustments) that we believe are necessary to present fairly the Company’s financial position as of March 28, 2021 and December 31, 2020, and its results of operations and cash flows for the three months ended March 28, 2021 and March 29, 2020. Patrick’s unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules or regulations. Certain immaterial reclassifications have been made to the prior period presentation to conform to the current period presentation of accumulated other comprehensive income in Note 11. For a description of significant accounting policies used by the Company in the preparation of its consolidated financial statements, please refer to Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The December 31, 2020 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for the first quarter ended March 28, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021. The Company maintains its financial records on the basis of a fiscal year ending on December 31, with the fiscal quarters spanning approximately thirteen weeks. The first quarter ends on the Sunday closest to the end of the first thirteen-week period. The second and third quarters are thirteen weeks in duration and the fourth quarter is the remainder of the year. The first quarter of fiscal year 2021 ended on March 28, 2021 and the first quarter of fiscal year 2020 ended on March 29, 2020. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 28, 2021 | |
Accounting Policies [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | Income Taxes In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 did not have a material effect on its condensed 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 condensed 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 condensed consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 28, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | 3. REVENUE RECOGNITION 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: First Quarter Ended March 28, 2021 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 329,612 $ 171,814 $ 501,426 Marine 132,338 4,471 136,809 Manufactured Housing 56,634 64,084 120,718 Industrial 82,172 9,358 91,530 Total $ 600,756 $ 249,727 $ 850,483 First Quarter Ended March 29, 2020 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 226,785 $ 93,435 $ 320,220 Marine 75,429 2,622 78,051 Manufactured Housing 45,605 66,764 112,369 Industrial 71,447 7,145 78,592 Total $ 419,266 $ 169,966 $ 589,232 Contract Liabilities Contract liabilities, representing upfront payments from customers received prior to satisfying performance obligations, were immaterial as of the beginning and end of all periods presented and changes in contract liabilities were immaterial during all periods presented. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 28, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES Inventories consist of the following: (thousands) March 28, 2021 December 31, 2020 Raw materials $ 174,676 $ 157,219 Work in process 23,641 19,282 Finished goods 34,257 37,632 Less: reserve for inventory obsolescence (9,171) (8,320) Total manufactured goods, net 223,403 205,813 Materials purchased for resale (distribution products) 127,214 112,158 Less: reserve for inventory obsolescence (5,373) (5,162) Total materials purchased for resale (distribution products), net 121,841 106,996 Total inventories $ 345,244 $ 312,809 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 5. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill for the three months ended March 28, 2021 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2020 $ 338,045 $ 57,755 $ 395,800 Acquisitions 3,894 — 3,894 Adjustments to preliminary purchase price allocations 5,688 — 5,688 Balance - March 28, 2021 $ 347,627 $ 57,755 $ 405,382 Intangible assets, net consist of the following as of March 28, 2021 and December 31, 2020: (thousands) March 28, 2021 December 31, 2020 Customer relationships $ 466,458 $ 461,754 Non-compete agreements 16,282 15,949 Patents 23,078 23,025 Trademarks 115,605 113,796 621,423 614,524 Less: accumulated amortization (170,154) (158,248) Intangible assets, net $ 451,269 $ 456,276 Changes in the carrying value of intangible assets for the three months ended March 28, 2021 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2020 $ 373,717 $ 82,559 $ 456,276 Acquisitions 11,988 — 11,988 Amortization (9,874) (2,032) (11,906) Adjustments to preliminary purchase price allocations (5,089) — (5,089) Balance - March 28, 2021 $ 370,742 $ 80,527 $ 451,269 |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 28, 2021 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 6. ACQUISITIONS General The Company completed four acquisitions in the first quarter of 2021 (the "2021 Acquisitions"). For the first quarter ended March 28, 2021, net sales included in the Company's condensed consolidated statement of income related to the 2021 Acquisitions were $5.4 million and operating income was immaterial. Acquisition-related costs associated with the businesses acquired in the first quarter of 2021 were immaterial. Assets acquired and liabilities assumed in the individual acquisitions were recorded on the Company’s condensed consolidated balance sheet 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 the one year measurement period. The Company completed three acquisitions in the first quarter of 2020. Net sales and operating income included in the Company's condensed consolidated statement of income related to the 2020 Acquisitions in the first quarter ended March 29, 2020 were immaterial. 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. 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. As of March 28, 2021, the aggregate fair value of the estimated contingent consideration payments was $6.9 million, $3.3 million of which is included in the line item "Accrued liabilities" and $3.6 million is included in “Other long-term liabilities” on the condensed consolidated balance sheet. At December 31, 2020, the aggregate fair value of the estimated contingent consideration payments was $6.9 million, $1.6 million of which was included in the line item "Accrued liabilities" and $5.3 million was included in "Other long-term liabilities". The liabilities for contingent consideration expire 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. In the first quarter of 2021, the Company made no cash payments related to contingent consideration liabilities. 2021 Acquisitions The Company completed the following previously announced acquisition in the three months ended March 28, 2021: Company Segment Description Sea-Dog Corporation & Sea-Lect Plastics Distribution & Manufacturing Distributor of a variety of marine and powersports hardware and accessories to distributors, wholesalers, retailer, and manufacturers Manufacturer that provides plastic injection molding, design, product development and expert tooling to companies and government entities Inclusive of three immaterial acquisitions not discussed above, total cash consideration for the 2021 Acquisitions was approximately $29.5 million. The preliminary purchase price allocations are subject to valuation activities being finalized, and thus all required purchase accounting adjustments are subject to change within the measurement period as the Company finalizes its estimates. Changes to preliminary purchase accounting estimates recorded in the first quarter ended March 28, 2021 related to the 2021 Acquisitions were immaterial. 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 ("OEMs") 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 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 $306.4 million, plus contingent consideration over a one The following table summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition for the 2021 Acquisitions and the 2020 Acquisitions: (thousands) 2021 Acquisitions 2020 Acquisitions Consideration Cash, net of cash acquired $ 29,539 $ 306,353 Working capital holdback and other, net (1) 543 (128) Contingent consideration (2) — 4,763 Total consideration 30,082 310,988 Assets Acquired Trade receivables $ 3,739 $ 15,302 Inventories 8,685 25,353 Prepaid expenses & other 258 725 Property, plant & equipment 4,118 66,525 Operating lease right-of-use assets 3,961 20,029 Identifiable intangible assets 11,935 130,981 Liabilities Assumed Current portion of operating lease obligations (1,068) (2,721) Accounts payable & accrued liabilities (2,547) (12,402) Operating lease obligations (2,893) (17,308) Deferred tax liabilities — (4,322) Total fair value of net assets acquired 26,188 222,162 Goodwill (3) 3,894 88,826 $ 30,082 $ 310,988 (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 March 28, 2021. (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 2021 Acquisitions and the 2020 Acquisitions, except Front Range Stone (approximately $10.1 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 intangible assets for the 2021 Acquisitions and the 2020 Acquisitions: (thousands, except year info) Estimated Useful Life (in years) 2021 Acquisitions 2020 Acquisitions Customer relationships 10 $ 9,597 $ 99,897 Non-compete agreements 5 393 1,150 Patents 10 — 6,470 Trademarks Indefinite 1,945 23,464 $ 11,935 $ 130,981 We estimate the value of customer relationships using the multi-period excess earnings method, which is a variation on 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 an 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 The following pro forma information for the first quarter ended March 28, 2021 and March 29, 2020 assumes the 2021 Acquisitions and the 2020 Acquisitions occurred as of the beginning of the year immediately preceding each such acquisition. The pro forma information contains the actual operating results of the 2021 Acquisitions and 2020 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 incremental borrowings incurred in connection with each transaction. In addition, the pro forma information includes amortization expense, in the aggregate, related to intangible assets acquired in connection with the transactions of $0.1 million and $3.0 million for the first quarter ended March 28, 2021 and the first quarter ended March 29, 2020, respectively. First Quarter Ended (thousands except per share data) March 28, 2021 March 29, 2020 Revenue $ 857,009 $ 656,107 Net income 47,815 24,136 Basic net income per common share 2.10 1.05 Diluted net income per common share 2.05 1.04 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 28, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 7. STOCK-BASED COMPENSATION The Company recorded expense of approximately $4.3 million for each of the first quarters ended March 28, 2021 and March 29, 2020, for its stock-based compensation plans in the condensed consolidated statements of income. The Board approved various stock-based grants under the Company’s 2009 Omnibus Incentive Plan in the first quarter of 2021 totaling 218,254 shares in the aggregate at an average fair value of $72.63 at grant date for a total fair value at grant date of $15.9 million. As of March 28, 2021, there was approximately $33.9 million of total unrecognized compensation cost related to stock-based compensation arrangements granted under incentive plans. That cost is expected to be recognized over a weighted-average period of 22.8 months. |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 3 Months Ended |
Mar. 28, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME PER COMMON SHARE | 8. NET INCOME PER COMMON SHARE Net income per common share calculated for the first quarter of 2021 and 2020 is as follows: First Quarter Ended (thousands except per share data) March 28, 2021 March 29, 2020 Net income for basic and diluted per share calculation $ 47,513 $ 21,187 Weighted average common shares outstanding - basic 22,737 23,016 Effect of potentially dilutive securities 549 251 Weighted average common shares outstanding - diluted 23,286 23,267 Basic net income per common share $ 2.09 $ 0.92 Diluted net income per common share $ 2.04 $ 0.91 An immaterial amount of securities was not included in the computation of diluted income per share as they are considered anti-dilutive under the treasury stock method. |
DEBT
DEBT | 3 Months Ended |
Mar. 28, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 9. DEBT A summary of total debt outstanding at March 28, 2021 and December 31, 2020 is as follows: (thousands) March 28, 2021 December 31, 2020 Long-term debt: 1.0% convertible notes due 2023 $ 172,500 $ 172,500 Term loan due 2024 92,500 92,500 Revolver due 2024 248,000 275,000 7.5% senior notes due 2027 300,000 300,000 Total long-term debt 813,000 840,000 Less: convertible notes debt discount, net (14,304) (16,072) Less: term loan deferred financing costs, net (404) (434) Less: senior notes deferred financing costs, net (4,943) (5,087) Less: current maturities of long-term debt (7,500) (7,500) Total long-term debt, less current maturities, net $ 785,849 $ 810,907 There were no material changes to any of our debt arrangements during the quarter ended March 28, 2021. See Note 17 for a description of changes to our debt arrangements subsequent to March 28, 2021. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 28, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | 10. DERIVATIVE FINANCIAL INSTRUMENTS 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 March 28, 2021, the Company had a combined notional principal amount of $200 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 condensed consolidated balance sheets (in thousands): Fair value of derivative instruments Derivatives accounted for as cash flow hedges Balance sheet location March 28, 2021 December 31, 2020 Interest rate swaps Accrued liabilities $ 5,258 $ — Interest rate swaps Other long-term liabilities $ — $ 6,567 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. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Mar. 28, 2021 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | 11. ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss includes unrealized gains and losses on derivatives that qualify as cash flow hedges, cumulative foreign currency translation and other adjustments. The activity in accumulated other comprehensive loss during the three months ended March 28, 2021 and March 29, 2020 was as follows: First Quarter Ended March 28, 2021 (thousands) Cash Flow Hedges Other Foreign Currency Translation Total Balance at December 31, 2020 $ (4,889) $ (1,263) $ 100 $ (6,052) Other comprehensive loss before reclassifications, net of tax (96) — (59) (155) Amounts reclassified from accumulated other comprehensive loss, net of tax 1,071 — — 1,071 Net current period other comprehensive income (loss) 975 — (59) 916 Balance at March 28, 2021 $ (3,914) $ (1,263) $ 41 $ (5,136) First Quarter Ended March 29, 2020 (thousands) Cash Flow Hedges Other Foreign Currency Items Total Balance at December 31, 2019 $ (4,374) $ (1,270) $ (54) $ (5,698) Other comprehensive loss before reclassifications, net of tax (4,077) — (37) (4,114) Amounts reclassified from accumulated other comprehensive loss, net of tax 1,071 — — 1,071 Net current period other comprehensive loss (3,006) — (37) (3,043) Balance at March 29, 2020 $ (7,380) $ (1,270) $ (91) $ (8,741) |
LEASES
LEASES | 3 Months Ended |
Mar. 28, 2021 | |
Leases [Abstract] | |
LEASES | 12. LEASES Lease expense, supplemental cash flow information, and other information related to leases were as follows: First Quarter Ended (thousands) March 28, 2021 March 29, 2020 Operating lease cost $ 9,585 $ 8,176 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 9,387 $ 8,084 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 15,185 $ 12,428 Balance sheet information related to leases was as follows: (thousands, except lease term and discount rate) March 28, 2021 December 31, 2020 Assets Operating lease right-of-use assets $ 124,384 $ 117,816 Liabilities Operating lease liabilities, current portion $ 32,513 $ 30,901 Long-term operating lease liabilities 93,327 88,175 Total lease liabilities $ 125,840 $ 119,076 Weighted average remaining lease term, operating leases (in years) 5.1 5.3 Weighted average discount rate, operating leases 4.0 % 4.1 % Maturities of lease liabilities were as follows at March 28, 2021: (thousands) 2021 (excluding the three months ended March 28, 2021) $ 27,792 2022 33,939 2023 27,840 2024 20,307 2025 12,054 Thereafter 18,862 Total lease payments 140,794 Less imputed interest (14,954) Total $ 125,840 As of March 28, 2021, outstanding leases have remaining lease terms ranging from one year to 18 years. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 28, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 13. FAIR VALUE MEASUREMENTS The following table presents fair values of certain assets and liabilities at March 28, 2021 and December 31, 2020: March 28, 2021 December 31, 2020 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Senior Note (1) — $ 351.6 — — $ 329.0 — Convertible Note (1) — 188.3 — — 180.0 — Interest Rate Swaps (2) — 5.3 — — 6.6 — Contingent consideration (3) — — $ 6.9 — — $ 6.9 (1) The amounts of these notes listed above are the current fair values for disclosure purposes only, and they are recorded in the Company's condensed consolidated balance sheets as of March 28, 2021 and December 31, 2020 using the interest rate method as described in Note 9. (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 10. (3) The estimated fair value of the Company's contingent consideration is valued using Level 3 inputs and is discussed further in Note 6. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14. INCOME TAXES The effective tax rate in the first quarter of 2021 and 2020 was 17.1% and 26.4%, respectively. The effective tax rate for the first quarter of 2021 includes the impact of the recognition of excess tax benefits on share-based compensation that was recorded as a reduction to income tax expense upon realization in the amount of $5.7 million. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 28, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 15. 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 manner in which its chief operating decision maker allocates resources, evaluates financial results, and determines compensation. The tables below present information about the sales and operating income of those segments. First Quarter Ended March 28, 2021 (thousands) Manufacturing Distribution Total Net outside sales $ 600,756 $ 249,727 $ 850,483 Intersegment sales 13,808 1,403 15,211 Total sales 614,564 251,130 865,694 Operating income 78,429 21,175 99,604 First Quarter Ended March 29, 2020 (thousands) Manufacturing Distribution Total Net outside sales $ 419,266 $ 169,966 $ 589,232 Intersegment sales 7,573 1,300 8,873 Total sales 426,839 171,266 598,105 Operating income 45,704 9,968 55,672 The following table presents a reconciliation of segment operating income to consolidated operating income: First Quarter Ended (thousands) March 28, 2021 March 29, 2020 Operating income for reportable segments $ 99,604 $ 55,672 Unallocated corporate expenses (19,217) (6,792) Amortization (11,906) (9,601) Consolidated operating income $ 68,481 $ 39,279 Unallocated corporate expenses include corporate general and administrative expenses comprised of wages, insurance, taxes, supplies, travel and entertainment, professional fees and other. |
STOCK REPURCHASE PROGRAMS
STOCK REPURCHASE PROGRAMS | 3 Months Ended |
Mar. 28, 2021 | |
Equity [Abstract] | |
STOCK REPURCHASE PROGRAMS | 16. STOCK REPURCHASE PROGRAMS |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 28, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS In April 2021, we completed the acquisition of Hyperform Inc., a manufacturer of high-quality, non-slip foam flooring, operating under the SeaDek brand name, for the marine OEM market and aftermarket. Hyperform also serves the pool and spa, powersports and utility markets under the SwimDek and EndeavorDek brand names (collectively, “SeaDek”). SeaDek operates out of two manufacturing facilities located in Rockledge, Florida and in Cocoa, Florida. In April 2021, we completed the acquisition of Alpha Systems, LLC, a manufacturer and distributor of component products and accessories for the recreational vehicle, marine, manufactured housing and industrial end markets. Products include adhesives, sealants, rubber roofing, roto/blow molding, injection molding, flooring, insulation, shutters, skylights, and various other products and accessories. Alpha Systems LLC operates out of nine manufacturing and distribution facilities located in Elkhart, Indiana. On April 20, 2021, we completed the issuance of $350 million aggregate principal amount of senior notes due 2029 in a private placement exempt from registration under the Securities Act of 1933. The notes, which were priced at par, carry an interest rate of 4.75%. Following the completion of the offering, the Company amended and restated the credit agreement governing its existing $650 million senior secured credit facility to establish a new $700 million senior secured credit facility consisting of a $550 million revolving credit facility and a $150 million term loan facility. The maturity date for borrowings under the new senior secured credit facility was extended to April 2026. The new senior secured credit facility replaced the Company’s previously existing credit facility that was due to mature in September 2024. In addition to being used to repay a portion of existing borrowings, the net proceeds resulting from these transactions were used for general corporate purposes, including in connection with the acquisitions completed subsequent to the end of the first quarter, and will support the Company's strategic objectives and other general business needs. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 28, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Patrick’s unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules or regulations. Certain immaterial reclassifications have been made to the prior period presentation to conform to the current period presentation of accumulated other comprehensive income in Note 11. |
Fiscal Periods | The Company maintains its financial records on the basis of a fiscal year ending on December 31, with the fiscal quarters spanning approximately thirteen weeks. The first quarter ends on the Sunday closest to the end of the first thirteen-week period. The second and third quarters are thirteen weeks in duration and the fourth quarter is the remainder of the year. The first quarter of fiscal year 2021 ended on March 28, 2021 and the first quarter of fiscal year 2020 ended on March 29, 2020. |
Recently Issued Accounting Pronouncements | Income Taxes In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 did not have a material effect on its condensed 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 condensed 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 condensed consolidated financial statements. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
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: First Quarter Ended March 28, 2021 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 329,612 $ 171,814 $ 501,426 Marine 132,338 4,471 136,809 Manufactured Housing 56,634 64,084 120,718 Industrial 82,172 9,358 91,530 Total $ 600,756 $ 249,727 $ 850,483 First Quarter Ended March 29, 2020 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 226,785 $ 93,435 $ 320,220 Marine 75,429 2,622 78,051 Manufactured Housing 45,605 66,764 112,369 Industrial 71,447 7,145 78,592 Total $ 419,266 $ 169,966 $ 589,232 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following: (thousands) March 28, 2021 December 31, 2020 Raw materials $ 174,676 $ 157,219 Work in process 23,641 19,282 Finished goods 34,257 37,632 Less: reserve for inventory obsolescence (9,171) (8,320) Total manufactured goods, net 223,403 205,813 Materials purchased for resale (distribution products) 127,214 112,158 Less: reserve for inventory obsolescence (5,373) (5,162) Total materials purchased for resale (distribution products), net 121,841 106,996 Total inventories $ 345,244 $ 312,809 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the three months ended March 28, 2021 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2020 $ 338,045 $ 57,755 $ 395,800 Acquisitions 3,894 — 3,894 Adjustments to preliminary purchase price allocations 5,688 — 5,688 Balance - March 28, 2021 $ 347,627 $ 57,755 $ 405,382 |
Schedule of Intangible Assets, Net | Intangible assets, net consist of the following as of March 28, 2021 and December 31, 2020: (thousands) March 28, 2021 December 31, 2020 Customer relationships $ 466,458 $ 461,754 Non-compete agreements 16,282 15,949 Patents 23,078 23,025 Trademarks 115,605 113,796 621,423 614,524 Less: accumulated amortization (170,154) (158,248) Intangible assets, net $ 451,269 $ 456,276 |
Schedule of Changes in Intangible Assets | Changes in the carrying value of intangible assets for the three months ended March 28, 2021 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2020 $ 373,717 $ 82,559 $ 456,276 Acquisitions 11,988 — 11,988 Amortization (9,874) (2,032) (11,906) Adjustments to preliminary purchase price allocations (5,089) — (5,089) Balance - March 28, 2021 $ 370,742 $ 80,527 $ 451,269 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The Company completed the following previously announced acquisition in the three months ended March 28, 2021: Company Segment Description Sea-Dog Corporation & Sea-Lect Plastics Distribution & Manufacturing Distributor of a variety of marine and powersports hardware and accessories to distributors, wholesalers, retailer, and manufacturers Manufacturer that provides plastic injection molding, design, product development and expert tooling to companies and government entities 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 ("OEMs") 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 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 |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition for the 2021 Acquisitions and the 2020 Acquisitions: (thousands) 2021 Acquisitions 2020 Acquisitions Consideration Cash, net of cash acquired $ 29,539 $ 306,353 Working capital holdback and other, net (1) 543 (128) Contingent consideration (2) — 4,763 Total consideration 30,082 310,988 Assets Acquired Trade receivables $ 3,739 $ 15,302 Inventories 8,685 25,353 Prepaid expenses & other 258 725 Property, plant & equipment 4,118 66,525 Operating lease right-of-use assets 3,961 20,029 Identifiable intangible assets 11,935 130,981 Liabilities Assumed Current portion of operating lease obligations (1,068) (2,721) Accounts payable & accrued liabilities (2,547) (12,402) Operating lease obligations (2,893) (17,308) Deferred tax liabilities — (4,322) Total fair value of net assets acquired 26,188 222,162 Goodwill (3) 3,894 88,826 $ 30,082 $ 310,988 (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 March 28, 2021. (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 2021 Acquisitions and the 2020 Acquisitions, except Front Range Stone (approximately $10.1 million). |
Schedule of identifiable intangible assets acquired | The following table presents our estimates of identifiable intangible assets for the 2021 Acquisitions and the 2020 Acquisitions: (thousands, except year info) Estimated Useful Life (in years) 2021 Acquisitions 2020 Acquisitions Customer relationships 10 $ 9,597 $ 99,897 Non-compete agreements 5 393 1,150 Patents 10 — 6,470 Trademarks Indefinite 1,945 23,464 $ 11,935 $ 130,981 |
Schedule of Pro Forma Information | The pro forma information includes financing and interest expense charges based on incremental borrowings incurred in connection with each transaction. In addition, the pro forma information includes amortization expense, in the aggregate, related to intangible assets acquired in connection with the transactions of $0.1 million and $3.0 million for the first quarter ended March 28, 2021 and the first quarter ended March 29, 2020, respectively. First Quarter Ended (thousands except per share data) March 28, 2021 March 29, 2020 Revenue $ 857,009 $ 656,107 Net income 47,815 24,136 Basic net income per common share 2.10 1.05 Diluted net income per common share 2.05 1.04 |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income Per Share | Net income per common share calculated for the first quarter of 2021 and 2020 is as follows: First Quarter Ended (thousands except per share data) March 28, 2021 March 29, 2020 Net income for basic and diluted per share calculation $ 47,513 $ 21,187 Weighted average common shares outstanding - basic 22,737 23,016 Effect of potentially dilutive securities 549 251 Weighted average common shares outstanding - diluted 23,286 23,267 Basic net income per common share $ 2.09 $ 0.92 Diluted net income per common share $ 2.04 $ 0.91 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt Outstanding | A summary of total debt outstanding at March 28, 2021 and December 31, 2020 is as follows: (thousands) March 28, 2021 December 31, 2020 Long-term debt: 1.0% convertible notes due 2023 $ 172,500 $ 172,500 Term loan due 2024 92,500 92,500 Revolver due 2024 248,000 275,000 7.5% senior notes due 2027 300,000 300,000 Total long-term debt 813,000 840,000 Less: convertible notes debt discount, net (14,304) (16,072) Less: term loan deferred financing costs, net (404) (434) Less: senior notes deferred financing costs, net (4,943) (5,087) Less: current maturities of long-term debt (7,500) (7,500) Total long-term debt, less current maturities, net $ 785,849 $ 810,907 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
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 condensed consolidated balance sheets (in thousands): Fair value of derivative instruments Derivatives accounted for as cash flow hedges Balance sheet location March 28, 2021 December 31, 2020 Interest rate swaps Accrued liabilities $ 5,258 $ — Interest rate swaps Other long-term liabilities $ — $ 6,567 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The activity in accumulated other comprehensive loss during the three months ended March 28, 2021 and March 29, 2020 was as follows: First Quarter Ended March 28, 2021 (thousands) Cash Flow Hedges Other Foreign Currency Translation Total Balance at December 31, 2020 $ (4,889) $ (1,263) $ 100 $ (6,052) Other comprehensive loss before reclassifications, net of tax (96) — (59) (155) Amounts reclassified from accumulated other comprehensive loss, net of tax 1,071 — — 1,071 Net current period other comprehensive income (loss) 975 — (59) 916 Balance at March 28, 2021 $ (3,914) $ (1,263) $ 41 $ (5,136) First Quarter Ended March 29, 2020 (thousands) Cash Flow Hedges Other Foreign Currency Items Total Balance at December 31, 2019 $ (4,374) $ (1,270) $ (54) $ (5,698) Other comprehensive loss before reclassifications, net of tax (4,077) — (37) (4,114) Amounts reclassified from accumulated other comprehensive loss, net of tax 1,071 — — 1,071 Net current period other comprehensive loss (3,006) — (37) (3,043) Balance at March 29, 2020 $ (7,380) $ (1,270) $ (91) $ (8,741) |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Leases [Abstract] | |
Lease Expense, Supplemental Cash Flow and Other Lease Information | Lease expense, supplemental cash flow information, and other information related to leases were as follows: First Quarter Ended (thousands) March 28, 2021 March 29, 2020 Operating lease cost $ 9,585 $ 8,176 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 9,387 $ 8,084 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 15,185 $ 12,428 |
Lease Assets and Liabilities | Balance sheet information related to leases was as follows: (thousands, except lease term and discount rate) March 28, 2021 December 31, 2020 Assets Operating lease right-of-use assets $ 124,384 $ 117,816 Liabilities Operating lease liabilities, current portion $ 32,513 $ 30,901 Long-term operating lease liabilities 93,327 88,175 Total lease liabilities $ 125,840 $ 119,076 Weighted average remaining lease term, operating leases (in years) 5.1 5.3 Weighted average discount rate, operating leases 4.0 % 4.1 % |
Operating Lease Liability Maturity | Maturities of lease liabilities were as follows at March 28, 2021: (thousands) 2021 (excluding the three months ended March 28, 2021) $ 27,792 2022 33,939 2023 27,840 2024 20,307 2025 12,054 Thereafter 18,862 Total lease payments 140,794 Less imputed interest (14,954) Total $ 125,840 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The following table presents fair values of certain assets and liabilities at March 28, 2021 and December 31, 2020: March 28, 2021 December 31, 2020 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Senior Note (1) — $ 351.6 — — $ 329.0 — Convertible Note (1) — 188.3 — — 180.0 — Interest Rate Swaps (2) — 5.3 — — 6.6 — Contingent consideration (3) — — $ 6.9 — — $ 6.9 (1) The amounts of these notes listed above are the current fair values for disclosure purposes only, and they are recorded in the Company's condensed consolidated balance sheets as of March 28, 2021 and December 31, 2020 using the interest rate method as described in Note 9. (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 10. (3) The estimated fair value of the Company's contingent consideration is valued using Level 3 inputs and is discussed further in Note 6. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 28, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The tables below present information about the sales and operating income of those segments. First Quarter Ended March 28, 2021 (thousands) Manufacturing Distribution Total Net outside sales $ 600,756 $ 249,727 $ 850,483 Intersegment sales 13,808 1,403 15,211 Total sales 614,564 251,130 865,694 Operating income 78,429 21,175 99,604 First Quarter Ended March 29, 2020 (thousands) Manufacturing Distribution Total Net outside sales $ 419,266 $ 169,966 $ 589,232 Intersegment sales 7,573 1,300 8,873 Total sales 426,839 171,266 598,105 Operating income 45,704 9,968 55,672 |
Summary of the Reconciliation of Segment Operations | The following table presents a reconciliation of segment operating income to consolidated operating income: First Quarter Ended (thousands) March 28, 2021 March 29, 2020 Operating income for reportable segments $ 99,604 $ 55,672 Unallocated corporate expenses (19,217) (6,792) Amortization (11,906) (9,601) Consolidated operating income $ 68,481 $ 39,279 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total sales | $ 850,483 | $ 589,232 |
Recreational Vehicle | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 501,426 | 320,220 |
Marine | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 136,809 | 78,051 |
Manufactured Housing | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 120,718 | 112,369 |
Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 91,530 | 78,592 |
Manufacturing | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 600,756 | 419,266 |
Manufacturing | Recreational Vehicle | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 329,612 | 226,785 |
Manufacturing | Marine | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 132,338 | 75,429 |
Manufacturing | Manufactured Housing | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 56,634 | 45,605 |
Manufacturing | Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 82,172 | 71,447 |
Distribution | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 249,727 | 169,966 |
Distribution | Recreational Vehicle | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 171,814 | 93,435 |
Distribution | Marine | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 4,471 | 2,622 |
Distribution | Manufactured Housing | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | 64,084 | 66,764 |
Distribution | Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Total sales | $ 9,358 | $ 7,145 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Raw materials | $ 174,676 | $ 157,219 |
Work in process | 23,641 | 19,282 |
Finished goods | 34,257 | 37,632 |
Total manufactured goods, net | 223,403 | 205,813 |
Materials purchased for resale (distribution products) | 127,214 | 112,158 |
Total materials purchased for resale (distribution products), net | 121,841 | 106,996 |
Total inventories | 345,244 | 312,809 |
Manufactured Goods | ||
Inventory [Line Items] | ||
Less: reserve for inventory obsolescence | (9,171) | (8,320) |
Distributed Goods | ||
Inventory [Line Items] | ||
Less: reserve for inventory obsolescence | $ (5,373) | $ (5,162) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Carrying Amount of Goodwill by Segment (Details) $ in Thousands | 3 Months Ended |
Mar. 28, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance - December 31, 2020 | $ 395,800 |
Acquisitions | 3,894 |
Adjustments to preliminary purchase price allocations | 5,688 |
Balance - March 28, 2021 | 405,382 |
Manufacturing | |
Goodwill [Roll Forward] | |
Balance - December 31, 2020 | 338,045 |
Acquisitions | 3,894 |
Adjustments to preliminary purchase price allocations | 5,688 |
Balance - March 28, 2021 | 347,627 |
Distribution | |
Goodwill [Roll Forward] | |
Balance - December 31, 2020 | 57,755 |
Acquisitions | 0 |
Adjustments to preliminary purchase price allocations | 0 |
Balance - March 28, 2021 | $ 57,755 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets, Net, by Major Class (Details) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 31, 2020 |
Intangible Assets [Line Items] | ||
Total other intangible assets, net, excluding accumulated amortization | $ 621,423 | $ 614,524 |
Less: accumulated amortization | (170,154) | (158,248) |
Intangible assets, net | 451,269 | 456,276 |
Trademarks | ||
Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 115,605 | 113,796 |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 466,458 | 461,754 |
Non-compete agreements | ||
Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 16,282 | 15,949 |
Patents | ||
Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 23,078 | $ 23,025 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Intangible Assets [Roll Forward] | ||
Balance - December 31, 2020 | $ 456,276 | |
Acquisitions | 11,988 | |
Amortization | (11,906) | $ (9,601) |
Adjustments to preliminary purchase price allocations | (5,089) | |
Balance - March 28, 2021 | 451,269 | |
Manufacturing | ||
Intangible Assets [Roll Forward] | ||
Balance - December 31, 2020 | 373,717 | |
Acquisitions | 11,988 | |
Amortization | (9,874) | |
Adjustments to preliminary purchase price allocations | (5,089) | |
Balance - March 28, 2021 | 370,742 | |
Distribution | ||
Intangible Assets [Roll Forward] | ||
Balance - December 31, 2020 | 82,559 | |
Acquisitions | 0 | |
Amortization | (2,032) | |
Adjustments to preliminary purchase price allocations | 0 | |
Balance - March 28, 2021 | $ 80,527 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 28, 2021USD ($)acquisition | Mar. 29, 2020USD ($)acquisition | Dec. 31, 2020USD ($)acquisition | |
Business Acquisition [Line Items] | |||
Number of acquisitions | acquisition | 4 | 3 | 7 |
Total sales | $ 850,483 | $ 589,232 | |
Fair value of estimated contingent consideration payments | 6,900 | $ 6,900 | |
Contingent consideration arrangements maximum payments amount | 14,500 | ||
Cash payments related to contingent consideration liabilities | $ 0 | 2,000 | |
Number of immaterial acquisitions | acquisition | 3 | 4 | |
Cash, net of cash acquired | $ 28,864 | 24,281 | |
Goodwill | 405,382 | $ 395,800 | |
Pro forma amortization expense | 100 | $ 3,000 | |
Acquired Entities | |||
Business Acquisition [Line Items] | |||
Total sales | 5,400 | ||
Cash payments related to contingent consideration liabilities | 0 | 4,763 | |
Cash, net of cash acquired | 29,539 | 306,353 | |
Property, plant & equipment | 4,118 | 66,525 | |
Goodwill | 3,894 | $ 88,826 | |
Acquired Entities | Minimum | |||
Business Acquisition [Line Items] | |||
Contingent consideration, performance period | 1 year | ||
Acquired Entities | Maximum | |||
Business Acquisition [Line Items] | |||
Contingent consideration, performance period | 3 years | ||
One Acquisition | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 129,700 | ||
Property, plant & equipment | 49,300 | ||
Identifiable intangible assets | 49,100 | ||
Goodwill | 32,600 | ||
Accrued liabilities | |||
Business Acquisition [Line Items] | |||
Fair value of estimated contingent consideration payments | 3,300 | 1,600 | |
Other long-term liabilities | |||
Business Acquisition [Line Items] | |||
Fair value of estimated contingent consideration payments | $ 3,600 | $ 5,300 |
ACQUISITIONS - Fair Value of As
ACQUISITIONS - Fair Value of Assets Acquired, Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | Dec. 31, 2020 | |
Consideration | |||
Cash, net of cash acquired | $ 28,864 | $ 24,281 | |
Contingent consideration | 0 | 2,000 | |
Assets Acquired | |||
Operating lease right-of-use assets | 124,384 | $ 117,816 | |
Liabilities Assumed | |||
Goodwill | 405,382 | 395,800 | |
Acquired Entities | |||
Consideration | |||
Cash, net of cash acquired | 29,539 | 306,353 | |
Working capital holdback and other, net | 543 | (128) | |
Contingent consideration | 0 | 4,763 | |
Total consideration | 30,082 | 310,988 | |
Assets Acquired | |||
Trade receivables | 3,739 | 15,302 | |
Inventories | 8,685 | 25,353 | |
Prepaid expenses & other | 258 | 725 | |
Property, plant & equipment | 4,118 | 66,525 | |
Operating lease right-of-use assets | 3,961 | 20,029 | |
Identifiable intangible assets | 11,935 | 130,981 | |
Liabilities Assumed | |||
Current portion of operating lease obligations | (1,068) | (2,721) | |
Accounts payable & accrued liabilities | (2,547) | (12,402) | |
Operating lease obligations | (2,893) | (17,308) | |
Deferred tax liabilities | 0 | (4,322) | |
Total fair value of net assets acquired | 26,188 | 222,162 | |
Goodwill | 3,894 | 88,826 | |
Total net assets acquired | 30,082 | $ 310,988 | |
Front Range Stone | |||
Liabilities Assumed | |||
Goodwill tax-deductible | $ 10,100 | $ 10,100 |
ACQUISITIONS - Schedule of iden
ACQUISITIONS - Schedule of identifiable intangible assets acquired (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 11,935 | $ 130,981 |
Trademarks | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 1,945 | 23,464 |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Identifiable intangible assets | $ 9,597 | 99,897 |
Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life (in years) | 5 years | |
Identifiable intangible assets | $ 393 | 1,150 |
Patents | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Identifiable intangible assets | $ 0 | $ 6,470 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information Related to Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Business Combinations [Abstract] | ||
Revenue | $ 857,009 | $ 656,107 |
Net income | $ 47,815 | $ 24,136 |
Basic net income per common share (in dollars per share) | $ 2.10 | $ 1.05 |
Diluted net income per common share (in dollars per share) | $ 2.05 | $ 1.04 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Share-based compensation expense | $ 4.3 | $ 4.3 |
Granted shares (in shares) | 218,254 | |
Average fair value of shares granted (in dollars per share) | $ 72.63 | |
Fair value of shares granted, amount | $ 15.9 | |
Unrecognized compensation cost | $ 33.9 | |
Weighted average recognition period | 22 months 24 days |
NET INCOME PER COMMON SHARE - I
NET INCOME PER COMMON SHARE - Income Per Share Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Earnings Per Share [Abstract] | ||
Net income for basic and diluted per share calculation | $ 47,513 | $ 21,187 |
Weighted average common shares outstanding - basic (in shares) | 22,737 | 23,016 |
Effect of potentially dilutive securities (in shares) | 549 | 251 |
Weighted average common shares outstanding - diluted (in shares) | 23,286 | 23,267 |
Basic net income per common share (in dollars per share) | $ 2.09 | $ 0.92 |
Diluted net income per common share (in dollars per share) | $ 2.04 | $ 0.91 |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 813,000 | $ 840,000 |
Less: convertible notes debt discount, net | (14,304) | (16,072) |
Less: term loan deferred financing costs, net | (404) | (434) |
Less: current maturities of long-term debt | (7,500) | (7,500) |
Total long-term debt, less current maturities, net | $ 785,849 | 810,907 |
1.0% convertible notes due 2023 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 0.01% | |
Total long-term debt | $ 172,500 | 172,500 |
Term loan due 2024 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 92,500 | 92,500 |
Revolver due 2024 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 248,000 | 275,000 |
Senior Note | 7.50% Senior Notes Due 2027 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 0.075% | |
7.5% senior notes due 2027 | $ 300,000 | 300,000 |
Less: senior notes deferred financing costs, net | $ (4,943) | $ (5,087) |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Line of Credit Facility [Line Items] | ||
Interest paid | $ 3.3 | $ 2.6 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Unused capacity, commitment fee percentage | 0.20% | |
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.50% | |
Debt instrument, effective interest rate | 1.63% |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) $ in Millions | Mar. 28, 2021USD ($) |
Interest Rate Swaps | Designated as Hedging Instrument | |
Derivative [Line Items] | |
Derivative amount | $ 200 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Derivative Assets and Liabilities at Fair Value (Details) - Interest Rate Swaps - Designated as Hedging Instrument - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 31, 2020 |
Accrued liabilities | ||
Derivative [Line Items] | ||
Fair value of derivative instruments | $ 5,258 | $ 0 |
Other long-term liabilities | ||
Derivative [Line Items] | ||
Fair value of derivative instruments | $ 0 | $ 6,567 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of Accumulated Other Comprehensive Income Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | $ 559,441 | $ 497,481 |
Other comprehensive loss before reclassifications, net of tax | (155) | (4,114) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 1,071 | 1,071 |
Net current period other comprehensive income (loss) | 916 | (3,043) |
Ending Balance | 595,275 | 495,376 |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (6,052) | (5,698) |
Ending Balance | (5,136) | (8,741) |
Cash Flow Hedges | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (4,889) | (4,374) |
Other comprehensive loss before reclassifications, net of tax | (96) | (4,077) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 1,071 | 1,071 |
Net current period other comprehensive income (loss) | 975 | (3,006) |
Ending Balance | (3,914) | (7,380) |
Other | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (1,263) | (1,270) |
Other comprehensive loss before reclassifications, net of tax | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 0 |
Net current period other comprehensive income (loss) | 0 | 0 |
Ending Balance | (1,263) | (1,270) |
Foreign Currency Items | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | 100 | (54) |
Other comprehensive loss before reclassifications, net of tax | (59) | (37) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 0 |
Net current period other comprehensive income (loss) | (59) | (37) |
Ending Balance | $ 41 | $ (91) |
LEASES - Lease Expense, Supplem
LEASES - Lease Expense, Supplemental Cash Flow and Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 9,585 | $ 8,176 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for operating leases | 9,387 | 8,084 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 15,185 | $ 12,428 |
LEASES - Lease Assets and Liabi
LEASES - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease right-of-use assets | $ 124,384 | $ 117,816 |
Liabilities | ||
Operating lease liabilities, current portion | 32,513 | 30,901 |
Long-term operating lease liabilities | 93,327 | 88,175 |
Total lease liabilities | $ 125,840 | $ 119,076 |
Weighted average remaining lease term, operating leases (in years) | 5 years 1 month 6 days | 5 years 3 months 18 days |
Weighted average discount rate, operating leases | 4.00% | 4.10% |
LEASES - Operating Lease Liabil
LEASES - Operating Lease Liability Maturity (Details) - USD ($) $ in Thousands | Mar. 28, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (excluding the three months ended March 28, 2021) | $ 27,792 | |
2022 | 33,939 | |
2023 | 27,840 | |
2024 | 20,307 | |
2025 | 12,054 | |
Thereafter | 18,862 | |
Total lease payments | 140,794 | |
Less imputed interest | (14,954) | |
Total | $ 125,840 | $ 119,076 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Mar. 28, 2021 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 18 years |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value Measurements (Details) - USD ($) $ in Millions | Mar. 28, 2021 | Dec. 31, 2020 |
Level 1 | Senior Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Note | $ 0 | $ 0 |
Level 1 | Convertible Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible Note | 0 | 0 |
Level 1 | Interest Rate Swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Swaps | 0 | 0 |
Level 1 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Level 2 | Senior Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Note | 351.6 | 329 |
Level 2 | Convertible Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible Note | 188.3 | 180 |
Level 2 | Interest Rate Swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Swaps | 5.3 | 6.6 |
Level 2 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Level 3 | Senior Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Note | 0 | 0 |
Level 3 | Convertible Note | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible Note | 0 | 0 |
Level 3 | Interest Rate Swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Swaps | 0 | 0 |
Level 3 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 6.9 | $ 6.9 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 17.10% | 26.40% |
Excess tax benefit tax | $ 5.7 | |
Income taxes paid | $ 0 | $ 0 |
SEGMENT INFORMATION - Sales and
SEGMENT INFORMATION - Sales and Operating Income of Segments (Details) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021USD ($)segment | Mar. 29, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments (in segments) | segment | 2 | |
Total sales | $ 850,483 | $ 589,232 |
Operating income | 68,481 | 39,279 |
Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Total sales | 600,756 | 419,266 |
Distribution | ||
Segment Reporting Information [Line Items] | ||
Total sales | 249,727 | 169,966 |
Intersegment Sales | ||
Segment Reporting Information [Line Items] | ||
Total sales | 15,211 | 8,873 |
Intersegment Sales | Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Total sales | 13,808 | 7,573 |
Intersegment Sales | Distribution | ||
Segment Reporting Information [Line Items] | ||
Total sales | 1,403 | 1,300 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total sales | 865,694 | 598,105 |
Operating income | 99,604 | 55,672 |
Operating Segments | Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Total sales | 614,564 | 426,839 |
Operating income | 78,429 | 45,704 |
Operating Segments | Distribution | ||
Segment Reporting Information [Line Items] | ||
Total sales | 251,130 | 171,266 |
Operating income | $ 21,175 | $ 9,968 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Segment Operating Income to Consolidated Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2021 | Mar. 29, 2020 | |
Segment Reporting Information [Line Items] | ||
Operating income | $ 68,481 | $ 39,279 |
Unallocated corporate expenses | (93,051) | (70,202) |
Amortization | (11,906) | (9,601) |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income | 99,604 | 55,672 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Unallocated corporate expenses | (19,217) | (6,792) |
Amortization | $ (11,906) | $ (9,601) |
STOCK REPURCHASE PROGRAMS - Nar
STOCK REPURCHASE PROGRAMS - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 28, 2021 | Mar. 29, 2020 | Mar. 31, 2020 | |
Equity [Abstract] | |||
Authorized share repurchase program amount | $ 50 | ||
Remaining authorized shares to be purchased amount | $ 36 | ||
Shares repurchased (in shares) | 0 | 456,155 | |
Average cost per share repurchased (in dollars per share) | $ 34.09 | ||
Cost to repurchase the company's common stock | $ 15.6 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event $ in Millions | 1 Months Ended | ||
Apr. 30, 2021facility | Apr. 20, 2021USD ($) | Apr. 19, 2021USD ($) | |
Senior Notes Due 2029 | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 350 | ||
Stated interest rate | 4.75% | ||
Senior Secured Credit Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 700 | $ 650 | |
Senior Secured Credit Facility | Revolving Credit Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | 550 | ||
Senior Secured Credit Facility | Term Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 150 | ||
Hyperform Inc | Rockledge, Florida | |||
Subsequent Event [Line Items] | |||
Number of facilities acquired | facility | 2 | ||
Hyperform Inc | Cocoa, Florida | |||
Subsequent Event [Line Items] | |||
Number of facilities acquired | facility | 2 | ||
Alpha Systems LLC | Elkhart, Indiana | |||
Subsequent Event [Line Items] | |||
Number of facilities acquired | facility | 9 |