Cover
Cover - shares | 9 Months Ended | |
Sep. 26, 2021 | Oct. 22, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 26, 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 | 23,656,016 | |
Entity Central Index Key | 0000076605 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Income Statement [Abstract] | ||||
NET SALES | $ 1,060,177 | $ 700,707 | $ 2,930,613 | $ 1,713,984 |
Cost of goods sold | 852,016 | 567,210 | 2,356,443 | 1,397,285 |
GROSS PROFIT | 208,161 | 133,497 | 574,170 | 316,699 |
Operating Expenses: | ||||
Warehouse and delivery | 35,885 | 25,263 | 100,613 | 70,204 |
Selling, general and administrative | 64,245 | 38,184 | 175,842 | 105,681 |
Amortization of intangible assets | 14,758 | 10,221 | 40,695 | 29,600 |
Total operating expenses | 114,888 | 73,668 | 317,150 | 205,485 |
OPERATING INCOME | 93,273 | 59,829 | 257,020 | 111,214 |
Interest expense, net | 15,436 | 10,507 | 41,195 | 31,820 |
Income before income taxes | 77,837 | 49,322 | 215,825 | 79,394 |
Income taxes | 20,440 | 11,986 | 51,930 | 20,157 |
NET INCOME | $ 57,397 | $ 37,336 | $ 163,895 | $ 59,237 |
BASIC NET INCOME PER COMMON SHARE (in dollars per share) | $ 2.52 | $ 1.65 | $ 7.18 | $ 2.60 |
DILUTED NET INCOME PER COMMON SHARE (in dollars per share) | $ 2.45 | $ 1.62 | $ 7.01 | $ 2.57 |
Weighted average shares outstanding - Basic (in shares) | 22,789 | 22,674 | 22,826 | 22,784 |
Weighted average shares outstanding - Diluted (in shares) | 23,403 | 23,072 | 23,375 | 23,088 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Statement of Other Comprehensive Income [Abstract] | ||||
NET INCOME | $ 57,397 | $ 37,336 | $ 163,895 | $ 59,237 |
Other comprehensive income (loss), net of tax: | ||||
Unrealized gain (loss) of hedge derivatives | 1,031 | 989 | 3,024 | (1,553) |
Other | 74 | 60 | 4 | 8 |
Total other comprehensive income (loss) | 1,105 | 1,049 | 3,028 | (1,545) |
COMPREHENSIVE INCOME | $ 58,502 | $ 38,385 | $ 166,923 | $ 57,692 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 44,882 | $ 44,767 |
Trade and other receivables, net | 292,932 | 132,505 |
Inventories | 485,766 | 312,809 |
Prepaid expenses and other | 39,205 | 37,982 |
Total current assets | 862,785 | 528,063 |
Property, plant and equipment, net | 309,170 | 251,493 |
Operating lease right-of-use assets | 142,719 | 117,816 |
Goodwill | 478,955 | 395,800 |
Intangible assets, net | 558,040 | 456,276 |
Other non-current assets | 6,789 | 3,987 |
TOTAL ASSETS | 2,358,458 | 1,753,435 |
Current Liabilities | ||
Current maturities of long-term debt | 7,500 | 7,500 |
Current operating lease liabilities | 36,955 | 30,901 |
Accounts payable | 219,153 | 105,786 |
Accrued liabilities | 145,865 | 83,202 |
Total current liabilities | 409,473 | 227,389 |
Long-term debt, less current maturities, net | 1,077,664 | 810,907 |
Long-term operating lease liabilities | 107,753 | 88,175 |
Deferred tax liabilities, net | 49,344 | 39,516 |
Other long-term liabilities | 22,176 | 28,007 |
TOTAL LIABILITIES | 1,666,410 | 1,193,994 |
SHAREHOLDERS’ EQUITY | ||
Common stock | 195,402 | 180,892 |
Additional paid-in-capital | 23,981 | 24,387 |
Accumulated other comprehensive loss | (3,024) | (6,052) |
Retained earnings | 475,689 | 360,214 |
TOTAL SHAREHOLDERS’ EQUITY | 692,048 | 559,441 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 2,358,458 | $ 1,753,435 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income | $ 57,397 | $ 37,336 | $ 163,895 | $ 59,237 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | 76,298 | 52,955 | |||
Stock-based compensation expense | 17,307 | 11,177 | |||
Amortization of convertible notes debt discount | 5,528 | 5,302 | |||
Deferred income taxes | 6,540 | (4,057) | |||
Other non-cash items | 1,644 | 3,521 | |||
Change in operating assets and liabilities, net of acquisitions of businesses: | |||||
Trade and other receivables, net | (142,550) | (78,701) | |||
Inventories | (127,464) | (12,885) | |||
Prepaid expenses and other assets | (593) | 23,787 | |||
Accounts payable, accrued liabilities and other | 146,812 | 52,422 | |||
Net cash provided by operating activities | 147,417 | 112,758 | |||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Capital expenditures | (44,155) | (22,159) | |||
Proceeds from sale of property, plant and equipment | 140 | 117 | |||
Business acquisitions, net of cash acquired | (297,701) | (123,382) | |||
Other | (2,000) | 0 | |||
Net cash used in investing activities | (343,716) | (145,424) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Term debt borrowings | 58,750 | 0 | |||
Term debt repayments | (3,125) | (2,500) | |||
Borrowings on revolver | 425,930 | 8,198 | |||
Repayments on revolver | (565,475) | (8,198) | |||
Proceeds from senior notes offering | 350,000 | 0 | |||
Stock repurchases under buyback program | (31,945) | (20,286) | |||
Cash dividends paid to shareholders | (19,487) | (17,265) | |||
Taxes paid for share-based payment arrangements | (14,898) | (2,910) | |||
Payment of deferred financing costs and other | (6,638) | (58) | |||
Payment of contingent consideration from a business acquisition | (1,600) | (2,000) | |||
Proceeds from exercise of common stock options | 4,902 | 642 | |||
Net cash provided by (used in) financing activities | 196,414 | (44,377) | |||
Increase (decrease) in cash and cash equivalents | 115 | (77,043) | |||
Cash and cash equivalents at beginning of year | 44,767 | 139,390 | $ 139,390 | ||
Cash and cash equivalents at end of period | $ 44,882 | $ 62,347 | $ 44,882 | $ 62,347 | $ 44,767 |
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 | Treasury Stock | Retained Earnings |
Beginning Balance at Dec. 31, 2019 | $ 497,481 | $ 172,662 | $ 25,014 | $ (5,698) | $ 0 | $ 305,503 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 59,237 | 59,237 | ||||
Dividends declared | (17,666) | (17,666) | ||||
Other comprehensive income, net of tax | (1,545) | (1,545) | ||||
Share repurchases under buyback program | (20,286) | (3,962) | (574) | (15,750) | ||
Issuance of shares upon exercise of common stock options | 642 | 642 | ||||
Repurchases of shares for tax payments related to the vesting and exercise of share-based grants | (3,211) | (3,211) | ||||
Stock-based compensation expense | 11,177 | 11,177 | ||||
Ending Balance at Sep. 27, 2020 | 525,829 | 177,308 | 24,440 | (7,243) | 0 | 331,324 |
Beginning Balance at Jun. 28, 2020 | 493,268 | 173,178 | 24,534 | (8,292) | 0 | 303,848 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 37,336 | 37,336 | ||||
Dividends declared | (5,865) | (5,865) | ||||
Other comprehensive income, net of tax | 1,049 | 1,049 | ||||
Share repurchases under buyback program | (4,736) | (647) | (94) | (3,995) | ||
Repurchases of shares for tax payments related to the vesting and exercise of share-based grants | (53) | (53) | ||||
Stock-based compensation expense | 4,830 | 4,830 | ||||
Ending Balance at Sep. 27, 2020 | 525,829 | 177,308 | 24,440 | (7,243) | 0 | 331,324 |
Beginning Balance at Dec. 31, 2020 | 559,441 | 180,892 | 24,387 | (6,052) | 0 | 360,214 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 163,895 | 163,895 | ||||
Dividends declared | (19,893) | (19,893) | ||||
Other comprehensive income, net of tax | 3,028 | 3,028 | ||||
Share repurchases under buyback program | (31,945) | (999) | (135) | (21,550) | (9,261) | |
Retirement of treasury stock | 0 | (2,013) | (271) | 21,550 | (19,266) | |
Repurchases of shares for tax payments related to the vesting and exercise of share-based grants | (14,898) | (14,898) | ||||
Issuance of shares in connection with a business combination | 10,211 | 10,211 | ||||
Issuance of shares upon exercise of common stock options | 4,902 | 4,902 | ||||
Stock-based compensation expense | 17,307 | 17,307 | ||||
Ending Balance at Sep. 26, 2021 | 692,048 | 195,402 | 23,981 | (3,024) | 0 | 475,689 |
Beginning Balance at Jun. 27, 2021 | 643,271 | 191,131 | 24,387 | (4,129) | (21,550) | 453,432 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 57,397 | 57,397 | ||||
Dividends declared | (6,613) | (6,613) | ||||
Other comprehensive income, net of tax | 1,105 | 1,105 | ||||
Share repurchases under buyback program | (10,395) | (999) | (135) | 0 | (9,261) | |
Retirement of treasury stock | 0 | (2,013) | (271) | 21,550 | (19,266) | |
Repurchases of shares for tax payments related to the vesting and exercise of share-based grants | (13) | (13) | ||||
Issuance of shares upon exercise of common stock options | 325 | 325 | ||||
Stock-based compensation expense | 6,971 | 6,971 | ||||
Ending Balance at Sep. 26, 2021 | $ 692,048 | $ 195,402 | $ 23,981 | $ (3,024) | $ 0 | $ 475,689 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 26, 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 September 26, 2021 and December 31, 2020, its results of operations for the third quarter and nine months ended September 26, 2021 and September 27, 2020, and its cash flows for the nine months ended September 26, 2021 and September 27, 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 other non-current assets in the condensed consolidated balance sheets and accumulated other comprehensive loss 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 third quarter and nine months ended September 26, 2021 are not necessarily indicative of the results that we will realize or expect 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 third quarter of fiscal year 2021 ended on September 26, 2021 and the third quarter of fiscal year 2020 ended on September 27, 2020. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 26, 2021 | |
Accounting Policies [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 2. 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. The Company is 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. The Company is currently evaluating the impact of this standard on our condensed consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 26, 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: Third Quarter Ended September 26, 2021 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 434,029 $ 199,208 $ 633,237 Marine 164,535 8,491 173,026 Manufactured Housing 65,785 68,840 134,625 Industrial 107,886 11,403 119,289 Total $ 772,235 $ 287,942 $ 1,060,177 Nine Months Ended September 26, 2021 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 1,161,254 $ 568,840 $ 1,730,094 Marine 453,223 23,105 476,328 Manufactured Housing 190,786 203,648 394,434 Industrial 296,769 32,988 329,757 Total $ 2,102,032 $ 828,581 $ 2,930,613 Third Quarter Ended September 27, 2020 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 290,326 $ 130,845 $ 421,171 Marine 88,861 4,590 93,451 Manufactured Housing 45,845 61,908 107,753 Industrial 69,242 9,090 78,332 Total $ 494,274 $ 206,433 $ 700,707 Nine Months Ended September 27, 2020 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 656,739 $ 288,778 $ 945,517 Marine 219,150 11,400 230,550 Manufactured Housing 127,857 182,579 310,436 Industrial 202,368 25,113 227,481 Total $ 1,206,114 $ 507,870 $ 1,713,984 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 | 9 Months Ended |
Sep. 26, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES Inventories consist of the following: (thousands) September 26, 2021 December 31, 2020 Raw materials $ 261,775 $ 157,219 Work in process 30,221 19,282 Finished goods 66,189 37,632 Less: reserve for inventory obsolescence (13,604) (8,320) Total manufactured goods, net 344,581 205,813 Materials purchased for resale (distribution products) 147,502 112,158 Less: reserve for inventory obsolescence (6,317) (5,162) Total materials purchased for resale (distribution products), net 141,185 106,996 Total inventories $ 485,766 $ 312,809 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 26, 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 nine months ended September 26, 2021 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2020 $ 338,045 $ 57,755 $ 395,800 Acquisitions 64,312 11,458 75,770 Adjustments to preliminary purchase price allocations 7,366 19 7,385 Balance - September 26, 2021 $ 409,723 $ 69,232 $ 478,955 Intangible assets, net consist of the following as of September 26, 2021 and December 31, 2020: (thousands) September 26, 2021 December 31, 2020 Customer relationships $ 549,314 $ 461,754 Non-compete agreements 19,144 15,949 Patents 36,528 23,025 Trademarks (non-amortizing, indefinite lived) 151,997 113,796 756,983 614,524 Less: accumulated amortization (198,943) (158,248) Intangible assets, net $ 558,040 $ 456,276 Changes in the carrying value of intangible assets for the nine months ended September 26, 2021 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2020 $ 373,717 $ 82,559 $ 456,276 Acquisitions 114,833 32,715 147,548 Amortization (33,543) (7,152) (40,695) Adjustments to preliminary purchase price allocations (5,089) — (5,089) Balance - September 26, 2021 $ 449,918 $ 108,122 $ 558,040 |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 26, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | 6. ACQUISITIONS General The Company completed three acquisitions in the third quarter of 2021 and completed ten acquisitions in the nine months ended September 26, 2021 (the "2021 Acquisitions"). For the third quarter and nine months ended September 26, 2021, net sales included in the Company's condensed consolidated statements of income related to the 2021 Acquisitions were $84.0 million and $146.1 million, respectively, and operating income was $6.6 million and $12.6 million, respectively, for each of these periods. One of the 2021 Acquisitions accounted for $53.5 million in net sales and $2.6 million in operating income for the third quarter of 2021 and $85.6 million in net sales and $4.5 million in operating income for the nine months ended September 26, 2021. Acquisition-related costs associated with the businesses acquired in the third quarter of 2021 and first nine months 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 a one year measurement period. The Company completed six acquisitions in the third quarter of 2020 and nine acquisitions in the nine months ended September 27, 2020. Net sales included in the Company's condensed consolidated statements of income in the third quarter and nine months ended September 27, 2020 related to acquisitions completed in the first nine months of 2020 were $19.6 million and $23.3 million, respectively, and operating income was $2.1 million and $2.2 million, respectively, for the same periods. 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, market share growth and net income. In connection with certain acquisitions, if certain financial results for the acquired businesses are achieved, the Company is required to pay additional cash consideration. The Company records a liability for the estimated 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 September 26, 2021, the aggregate fair value of the estimated contingent consideration payments was $9.8 million, $3.7 million of which is included in "Accrued liabilities" and $6.1 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 $19.6 million in the aggregate. In the third quarter and nine months ended September 26, 2021, the Company made $1.5 million and $2.5 million in cash payments, respectively, related to contingent consideration liabilities. In connection with cash payments on contingent consideration, the Company recorded a $0.9 million charge in selling general and administrative expense in the condensed consolidated statement of income for the nine months ended September 26, 2021, representing changes from the amounts initially expected to be paid to what was ultimately paid. 2021 Acquisitions The Company completed ten acquisitions in the nine months ended September 26, 2021, including the following five previously announced acquisitions: 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, retailers, and manufacturers that provides plastic injection molding, design, product development and expert tooling to companies and government entities, based in Everett, Washington Hyperform, Inc. Manufacturing Manufacturer of high-quality, non-slip foam flooring, operating under the SeaDek brand name, for the marine original equipment manufacturer ("OEM") market and aftermarket as well as serving the pool and spa, powersports and utility markets under the SwimDek and EndeavorDek brand names, with manufacturing facilities in Rockledge, Florida and Cocoa, Florida Alpha Systems, LLC Manufacturing & Distribution Manufacturer and distributor of component products and accessories for the recreational vehicle ("RV"), marine, manufactured housing and industrial end markets that includes adhesives, sealants, rubber roofing, roto/blow molding, injection molding, flooring, insulation, shutters, skylights, and various other products and accessories, operating out of nine facilities in Elkhart, Indiana. Coyote Manufacturing Company Manufacturing Designer, fabricator, and manufacturer of a variety of steel and aluminum products, including boat trailers, towers, T-tops, leaning posts, and other custom components primarily for the marine OEM market, based in Nashville, Georgia. Tumacs Covers Manufacturing & Distribution Manufacturer of custom designed boat covers, canvas frames, and bimini tops, primary serving large marine OEMs and dealers, headquartered in Pittsburgh, Pennsylvania, with manufacturing facilities in Indiana and Pennsylvania, and a distribution/service center in Michigan. Inclusive of five acquisitions not discussed above, total cash consideration for the 2021 Acquisitions was approximately $298.4 million, plus contingent consideration over a one 2020 Acquisitions The Company completed eleven acquisitions in the year ended December 31, 2020 (the "2020 Acquisitions"), including the following seven previously announced 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 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 acquisitions not discussed above, total cash consideration for the 2020 Acquisitions was approximately $306.3 million, plus contingent consideration over a one Purchase accounting adjustments are complete on all 2020 Acquisitio ns. Changes to preliminary purchase accounting estimates recorded in the third quarter and nine months ended September 26, 2021 related to the 2020 Acquisitions were immaterial and relate primarily to the valuation of intangible and fixed assets. 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 $ 298,384 $ 306,319 Working capital holdback and other, net (1) 1,189 (37) Common stock issuance (2) 10,211 — Contingent consideration (3) 4,540 4,763 Total consideration $ 314,324 $ 311,045 Assets Acquired Trade receivables $ 18,582 $ 15,320 Inventories 46,099 25,395 Prepaid expenses & other 975 725 Property, plant & equipment 53,570 65,083 Operating lease right-of-use assets 16,438 20,029 Identifiable intangible assets 147,495 130,981 Liabilities Assumed Current portion of operating lease obligations (3,984) (2,721) Accounts payable & accrued liabilities (26,171) (12,405) Operating lease obligations (12,454) (17,308) Deferred tax liabilities (1,996) (4,576) Total fair value of net assets acquired 238,554 220,523 Goodwill (4) 75,770 90,522 $ 314,324 $ 311,045 (1) Certain acquisitions contain working capital holdbacks which are typically settled after a 90-day period following the close of the acquisition. This value represents the remaining amounts due to (from) sellers as of September 26, 2021. (2) In connection with one acquisition, the Company issued 113,961 shares of common stock at a closing price of $89.60 as of the acquisition date. (3) These amounts reflect the acquisition date fair value of contingent consideration based on future results relating to certain acquisitions. (4) Goodwill is tax-deductible for the 2021 Acquisitions, except Tumacs Covers (approximately $6.2 million), and the 2020 Acquisitions, except Front Range Stone (approximately $11.0 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. 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 and patents are valued using the relief-from-royalty method, which applies an estimated royalty rate to forecasted future cash flows, discounted to present value. 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 $ 92,453 $ 99,897 Non-compete agreements 5 3,255 1,150 Patents 10 - 18 13,450 6,470 Trademarks Indefinite 38,337 23,464 $ 147,495 $ 130,981 Pro Forma Information The following pro forma information for the third quarter and nine months ended September 27, 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 $0.2 million and $4.0 million for the third quarter and nine months ended September 26, 2021, respectively and $5.2 million and $16.3 million for the third quarter and nine months ended September 27, 2020, respectively. Third Quarter Ended Nine Months Ended (thousands, except per share data) September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Revenue $ 1,067,111 $ 802,753 $ 3,040,971 $ 2,049,211 Net income 58,190 43,183 172,574 66,967 Basic net income per common share 2.55 1.90 7.56 2.94 Diluted net income per common share 2.49 1.87 7.38 2.90 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 26, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 7. STOCK-BASED COMPENSATION The Company recorded expense of approximately $7.0 million and $17.3 million the third quarter and nine months ended September 26, 2021, respectively, for its stock-based compensation plans in the condensed consolidated statements of income. Stock-based compensation expense of $4.9 million and $11.2 million was recorded in the third quarter and nine months ended September 27, 2020, which includes a $2.3 million reduction of expense in the nine month period due to certain forfeitures and adjustments. The Board approved various stock-based grants under the Company’s 2009 Omnibus Incentive Plan in the first nine months of 2021 totaling 296,073 shares in the aggregate at an average fair value of $73.31 at grant date for a total fair value at grant date of $21.7 million. As of September 26, 2021, there was approximately $31.5 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 18.5 months. |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 9 Months Ended |
Sep. 26, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME PER COMMON SHARE | 8. NET INCOME PER COMMON SHARE Net income per common share calculated for the third quarter and nine months of 2021 and 2020 is as follows: Third Quarter Ended Nine Months Ended (thousands except per share data) September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Net income for basic and diluted per share calculation $ 57,397 $ 37,336 $ 163,895 $ 59,237 Weighted average common shares outstanding - basic 22,789 22,674 22,826 22,784 Effect of potentially dilutive securities 614 398 549 304 Weighted average common shares outstanding - diluted 23,403 23,072 23,375 23,088 Basic net income per common share $ 2.52 $ 1.65 $ 7.18 $ 2.60 Diluted net income per common share $ 2.45 $ 1.62 $ 7.01 $ 2.57 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 for all periods presented. |
DEBT
DEBT | 9 Months Ended |
Sep. 26, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 9. DEBT A summary of total debt outstanding at September 26, 2021 and December 31, 2020 is as follows: (thousands) September 26, 2021 December 31, 2020 Long-term debt: 1.0% convertible notes due 2023 $ 172,500 $ 172,500 Term loan due 2026 148,125 92,500 Revolver due 2026 135,455 275,000 7.50% senior notes due 2027 300,000 300,000 4.75% senior notes due 2029 350,000 — Total long-term debt 1,106,080 840,000 Less: convertible notes debt discount, net (10,545) (16,072) Less: term loan deferred financing costs, net (660) (434) Less: senior notes deferred financing costs, net (9,711) (5,087) Less: current maturities of long-term debt (7,500) (7,500) Total long-term debt, less current maturities, net $ 1,077,664 $ 810,907 4.75% Senior Notes due 2029 On April 20, 2021, the Company issued $350.0 million aggregate principal amount of 4.75% Senior Notes due 2029 (the "4.75% Senior Notes"). The 4.75% Senior Notes were not registered under the Securities Act of 1933, as amended (the "Securities Act") and were offered under rule 144A under the Securities Act. The 4.75% Senior Notes will mature on May 1, 2029. Interest on the 4.75% Senior Notes started accruing April 20, 2021 and is payable semi-annually in cash in arrears May 1 and November 1 of each year, beginning on November 1, 2021. The effective interest rate on the 4.75% Senior Notes, which includes debt issuance costs, is approximately 4.98%. In connection with the issuance of the 4.75% Senior Notes, the Company incurred and capitalized as a reduction of the principal amount of the 4.75% Senior Notes approximately $5.3 million in deferred financing costs which are being amortized using the effective interest rate over the term of the 4.75% Senior Notes. The 4.75% 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 2021 Credit Facility (as defined herein). The Company may redeem the 4.75% Senior Notes at any time according to the following timeframes with the respective restrictions and prices: Timeframe Redemption Restrictions Redemption Prices Prior to May 1, 2024 Up to 40% of the notes 104.750% After May 1, 2024 In whole, or in part 102.375% After May 1, 2025 In whole, or in part 101.188% After May 1, 2026 In whole, or in part 100.000% 2021 Credit Facility Simultaneously with the issuance of the 4.75% Senior Notes, the Company entered into the Fourth Amended and Restated Credit Agreement (the "2021 Credit Agreement"). The 2021 Credit Agreement amended and extended the Company's 2019 Credit Agreement (as defined herein) and consists of a senior secured revolver (the "2021 Revolver") and a senior secured term loan (the "2021 Term Loan" and together with the 2021 Revolver, the "2021 Credit Facility"). The maturity date for borrowings under the 2021 Credit Agreement is April 20, 2026. 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 2021 Credit Facility by up to $250.0 million for acquisitions. The Company determined that the terms of the 2021 Credit Agreement were not substantially different from the terms of the Company’s 2019 Credit Agreement. Accordingly, debt modification accounting treatment was applied and the related impacts were immaterial. Borrowings under the 2021 Credit Facility are secured by substantially all personal property assets of the Company and any domestic subsidiary guarantors. Pursuant to the 2021 Credit Agreement: • The 2021 Term Loan is due in consecutive quarterly installments in the following amounts: (i) beginning June 30, 2021, through and including March 31, 2024, $1,875,000 and (ii) beginning June 30, 2024, and each quarter thereafter, $3,750,000, with the remaining balance due at maturity; • The interest rates for borrowings under the 2021 Revolver and the 2021 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 2021 Revolver, which range from 0.15% to 0.225%; and • Covenants include requirements as to a maximum consolidated secured net leverage ratio (2.75:1.00, increasing to 3.25:1.00 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 Company's 1.00% Convertible Notes due 2023, and other customary covenants. The total face value of the 2021 Term Loan is $150.0 million. Total available borrowing capacity under the 2021 Revolver is $550.0 million. At September 26, 2021, the Company had $148.1 million outstanding under the 2021 Term Loan under the LIBOR-based option, and borrowings outstanding under the 2021 Revolver of $135.5 million under the LIBOR-based option. The interest rate for incremental borrowings at September 26, 2021 was LIBOR plus 1.50% (or 1.63%) for the LIBOR-based option. The fee payable on committed but unused portions of the 2021 Revolver was 0.20% at September 26, 2021. Total cash interest paid for the third quarter of 2021 and 2020 was $3.7 million and $3.2 million, respectively, and $21.2 million and $21.4 million for the comparative nine month periods, respectively. 2019 Credit Facility See Note 8 of the Notes to Consolidated Financial Statements section of the Fiscal 2020 Form 10-K regarding the Company's previous credit agreement (the "2019 Credit Agreement") which established a $550 million revolving credit loan (the "2019 Revolver") and a $100 million term loan (the "2019 Term Loan" and, together with 2019 Revolver, the "2019 Credit Facility"). The 2019 Credit Agreement was amended by the 2021 Credit Agreement on April 20, 2021 as discussed above. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 26, 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 September 26, 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 September 26, 2021 December 31, 2020 Interest rate swaps Accrued liabilities $ 2,506 $ — 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 | 9 Months Ended |
Sep. 26, 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 third quarter and nine months ended September 26, 2021 and September 27, 2020 was as follows: Third Quarter Ended September 26, 2021 (thousands) Cash Flow Hedges Other Foreign Currency Translation Total Balance at June 27, 2021 $ (2,896) $ (1,263) $ 30 $ (4,129) Other comprehensive income (loss) before reclassifications, net of tax (19) — 74 55 Amounts reclassified from accumulated other comprehensive loss, net of tax 1,050 — — 1,050 Other comprehensive income 1,031 — 74 1,105 Balance at September 26, 2021 $ (1,865) $ (1,263) $ 104 $ (3,024) Nine Months Ended September 26, 2021 (thousands) Cash Flow Hedges Other Foreign Currency Translation Total Balance at December 31, 2020 $ (4,889) $ (1,263) $ 100 $ (6,052) Other comprehensive income (loss) before reclassifications, net of tax (70) — 4 (66) Amounts reclassified from accumulated other comprehensive loss, net of tax 3,094 — — 3,094 Other comprehensive income 3,024 — 4 3,028 Balance at September 26, 2021 $ (1,865) $ (1,263) $ 104 $ (3,024) Third Quarter Ended September 27, 2020 (thousands) Cash Flow Hedges Other Foreign Currency Translation Total Balance at June 28, 2020 $ (6,916) $ (1,270) $ (106) $ (8,292) Other comprehensive income (loss) before reclassifications, net of tax (38) — 60 22 Amounts reclassified from accumulated other comprehensive loss, net of tax 1,027 — — 1,027 Other comprehensive income 989 — 60 1,049 Balance at September 27, 2020 $ (5,927) $ (1,270) $ (46) $ (7,243) Nine Months Ended September 27, 2020 (thousands) Cash Flow Hedges Other Foreign Currency Translation Total Balance at December 31, 2019 $ (4,374) $ (1,270) $ (54) $ (5,698) Other comprehensive income (loss) before reclassifications, net of tax (3,940) — 8 (3,932) Amounts reclassified from accumulated other comprehensive loss, net of tax 2,387 — — 2,387 Other comprehensive income (loss) (1,553) — 8 (1,545) Balance at September 27, 2020 $ (5,927) $ (1,270) $ (46) $ (7,243) |
LEASES
LEASES | 9 Months Ended |
Sep. 26, 2021 | |
Leases [Abstract] | |
LEASES | 12. LEASES Lease expense, supplemental cash flow information, and other information related to leases were as follows: Third Quarter Ended (thousands) September 26, 2021 September 27, 2020 Operating lease cost $ 10,760 $ 8,525 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 10,440 $ 8,317 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 12,573 $ 17,091 Nine Months Ended (thousands) September 26, 2021 September 27, 2020 Operating lease cost $ 30,697 $ 25,093 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 29,945 $ 24,680 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 52,564 $ 34,993 Balance sheet information related to leases was as follows: (thousands, except lease term and discount rate) September 26, 2021 December 31, 2020 Assets Operating lease right-of-use assets $ 142,719 $ 117,816 Liabilities Operating lease liabilities, current portion $ 36,955 $ 30,901 Long-term operating lease liabilities 107,753 88,175 Total lease liabilities $ 144,708 $ 119,076 Weighted average remaining lease term, operating leases (in years) 5.1 5.3 Weighted average discount rate, operating leases 3.9 % 4.1 % Maturities of lease liabilities were as follows at September 26, 2021: (thousands) 2021 (excluding the nine months ended September 26, 2021) $ 10,617 2022 41,015 2023 35,238 2024 27,629 2025 18,787 Thereafter 27,681 Total lease payments 160,967 Less imputed interest (16,259) Total $ 144,708 As of September 26, 2021, outstanding leases have remaining lease terms ranging from 1 year to 18 years. The Company has additional operating leases that have not yet commenced as of September 26, 2021 and, therefore, were not included as operating lease right-of-use assets and corresponding operating lease liabilities on our balance sheet at September 26, 2021. These operating leases will commence between the fourth quarter of fiscal 2021 and the second quarter of fiscal 2022 with lease terms of 5 years to 10 years. The estimated fair value of these operating lease right-of-use assets and corresponding operating lease liabilities to be recorded on our balance sheet upon lease commencement is approximately $5.8 million. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 26, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 13. FAIR VALUE MEASUREMENTS The following table presents fair values of certain assets and liabilities at September 26, 2021 and December 31, 2020: September 26, 2021 December 31, 2020 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents (1) $ 41.0 $ — $ — $ — $ — $ — 7.50% senior notes due 2027 (2) — 326.3 — — 329.0 — 4.75% senior notes due 2029 (2) — 359.7 — — — — Convertible note (2) — 193.0 — — 180.0 — Term loan due 2026 (3) — 148.1 — — 92.5 — Revolver due 2026 (3) — 135.5 — — 275.0 — Interest rate swaps (4) — 2.5 — — 6.6 — Contingent consideration (5) — — 9.8 — — 6.9 (1) The carrying amounts of cash equivalents, representing government and other money market funds traded in an active market with relatively short maturities, are reported on the condensed consolidated balance sheet as of September 26, 2021 as a component of "Cash and cash equivalents". The Company held no cash equivalents as of December 31, 2020. (2) The amounts of these notes listed above are the current fair values for disclosure purposes only, valued using Level 2 inputs, and they are recorded in the Company's condensed consolidated balance sheets as of September 26, 2021 and December 31, 2020 using the interest rate method as described in Note 9. (3) The carrying amounts of our term loan and revolver, valued using Level 2 inputs, approximate fair value as of September 26, 2021 and December 31, 2020 based upon their terms and conditions in comparison to the terms and conditions available at those dates. (4) The interest rate swaps are classified as Level 2 in the fair value hierarchy and discussed further in Note 10. (5) 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 | 9 Months Ended |
Sep. 26, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14. INCOME TAXES The effective tax rate in the third quarter of 2021 and 2020 was 26.3% and 24.3%, respectively, and the effective tax rate for the comparable nine month periods was 24.1% and 25.4%, respectively. The effective tax rate for the first nine months of 2020 reflects the impact of $2.2 million of permanent tax differences due to certain Coronavirus Aid, Relief, and Economic Security Act payroll tax credits. In addition, the first nine months 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 | 9 Months Ended |
Sep. 26, 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. Third Quarter Ended September 26, 2021 (thousands) Manufacturing Distribution Total Net outside sales $ 772,235 $ 287,942 $ 1,060,177 Intersegment sales 20,064 1,880 21,944 Total sales 792,299 289,822 1,082,121 Operating income 91,370 31,187 122,557 Third Quarter Ended September 27, 2020 (thousands) Manufacturing Distribution Total Net outside sales $ 494,274 $ 206,433 $ 700,707 Intersegment sales 12,004 1,640 13,644 Total sales 506,278 208,073 714,351 Operating income 63,312 16,444 79,756 Nine Months Ended September 26, 2021 (thousands) Manufacturing Distribution Total Net outside sales $ 2,102,032 $ 828,581 $ 2,930,613 Intersegment sales 49,914 4,800 54,714 Total sales 2,151,946 833,381 2,985,327 Operating income 269,227 83,563 352,790 Nine Months Ended September 27, 2020 (thousands) Manufacturing Distribution Total Net outside sales $ 1,206,114 $ 507,870 $ 1,713,984 Intersegment sales 24,691 4,025 28,716 Total sales 1,230,805 511,895 1,742,700 Operating income 131,426 33,350 164,776 The following table presents a reconciliation of segment operating income to consolidated operating income: Third Quarter Ended Nine Months Ended (thousands) September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Operating income for reportable segments $ 122,557 $ 79,756 $ 352,790 $ 164,776 Unallocated corporate expenses (14,526) (9,706) (55,075) (23,962) Amortization (14,758) (10,221) (40,695) (29,600) Consolidated operating income $ 93,273 $ 59,829 $ 257,020 $ 111,214 Unallocated corporate expenses include corporate general and administrative expenses comprised of wages, insurance, taxes, supplies, travel and entertainment, professional fees and other. The following table presents an allocation of total assets to the reportable segments of the Company and a reconciliation to consolidated total assets: (thousands) September 26, 2021 December 31, 2020 Manufacturing assets $ 1,838,583 $ 1,337,920 Distribution assets 453,839 343,170 Assets for reportable segments 2,292,422 1,681,090 Corporate assets unallocated to segments 21,154 27,578 Cash and cash equivalents 44,882 44,767 Consolidated total assets $ 2,358,458 $ 1,753,435 |
STOCK REPURCHASE PROGRAMS
STOCK REPURCHASE PROGRAMS | 9 Months Ended |
Sep. 26, 2021 | |
Equity [Abstract] | |
STOCK REPURCHASE PROGRAMS | 16. STOCK REPURCHASE PROGRAMS |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 26, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17. 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 26, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 26, 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 other non-current assets in the condensed consolidated balance sheets and accumulated other comprehensive loss 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 third quarter of fiscal year 2021 ended on September 26, 2021 and the third quarter of fiscal year 2020 ended on September 27, 2020. |
Recently Issued Accounting Pronouncements | 2. 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. The Company is 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. The Company is currently evaluating the impact of this standard on our condensed consolidated financial statements. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 26, 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: Third Quarter Ended September 26, 2021 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 434,029 $ 199,208 $ 633,237 Marine 164,535 8,491 173,026 Manufactured Housing 65,785 68,840 134,625 Industrial 107,886 11,403 119,289 Total $ 772,235 $ 287,942 $ 1,060,177 Nine Months Ended September 26, 2021 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 1,161,254 $ 568,840 $ 1,730,094 Marine 453,223 23,105 476,328 Manufactured Housing 190,786 203,648 394,434 Industrial 296,769 32,988 329,757 Total $ 2,102,032 $ 828,581 $ 2,930,613 Third Quarter Ended September 27, 2020 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 290,326 $ 130,845 $ 421,171 Marine 88,861 4,590 93,451 Manufactured Housing 45,845 61,908 107,753 Industrial 69,242 9,090 78,332 Total $ 494,274 $ 206,433 $ 700,707 Nine Months Ended September 27, 2020 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 656,739 $ 288,778 $ 945,517 Marine 219,150 11,400 230,550 Manufactured Housing 127,857 182,579 310,436 Industrial 202,368 25,113 227,481 Total $ 1,206,114 $ 507,870 $ 1,713,984 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following: (thousands) September 26, 2021 December 31, 2020 Raw materials $ 261,775 $ 157,219 Work in process 30,221 19,282 Finished goods 66,189 37,632 Less: reserve for inventory obsolescence (13,604) (8,320) Total manufactured goods, net 344,581 205,813 Materials purchased for resale (distribution products) 147,502 112,158 Less: reserve for inventory obsolescence (6,317) (5,162) Total materials purchased for resale (distribution products), net 141,185 106,996 Total inventories $ 485,766 $ 312,809 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 26, 2021 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2020 $ 338,045 $ 57,755 $ 395,800 Acquisitions 64,312 11,458 75,770 Adjustments to preliminary purchase price allocations 7,366 19 7,385 Balance - September 26, 2021 $ 409,723 $ 69,232 $ 478,955 |
Schedule of Intangible Assets, Net | Intangible assets, net consist of the following as of September 26, 2021 and December 31, 2020: (thousands) September 26, 2021 December 31, 2020 Customer relationships $ 549,314 $ 461,754 Non-compete agreements 19,144 15,949 Patents 36,528 23,025 Trademarks (non-amortizing, indefinite lived) 151,997 113,796 756,983 614,524 Less: accumulated amortization (198,943) (158,248) Intangible assets, net $ 558,040 $ 456,276 |
Schedule of Changes in Intangible Assets | Changes in the carrying value of intangible assets for the nine months ended September 26, 2021 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2020 $ 373,717 $ 82,559 $ 456,276 Acquisitions 114,833 32,715 147,548 Amortization (33,543) (7,152) (40,695) Adjustments to preliminary purchase price allocations (5,089) — (5,089) Balance - September 26, 2021 $ 449,918 $ 108,122 $ 558,040 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The Company completed ten acquisitions in the nine months ended September 26, 2021, including the following five previously announced acquisitions: 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, retailers, and manufacturers that provides plastic injection molding, design, product development and expert tooling to companies and government entities, based in Everett, Washington Hyperform, Inc. Manufacturing Manufacturer of high-quality, non-slip foam flooring, operating under the SeaDek brand name, for the marine original equipment manufacturer ("OEM") market and aftermarket as well as serving the pool and spa, powersports and utility markets under the SwimDek and EndeavorDek brand names, with manufacturing facilities in Rockledge, Florida and Cocoa, Florida Alpha Systems, LLC Manufacturing & Distribution Manufacturer and distributor of component products and accessories for the recreational vehicle ("RV"), marine, manufactured housing and industrial end markets that includes adhesives, sealants, rubber roofing, roto/blow molding, injection molding, flooring, insulation, shutters, skylights, and various other products and accessories, operating out of nine facilities in Elkhart, Indiana. Coyote Manufacturing Company Manufacturing Designer, fabricator, and manufacturer of a variety of steel and aluminum products, including boat trailers, towers, T-tops, leaning posts, and other custom components primarily for the marine OEM market, based in Nashville, Georgia. Tumacs Covers Manufacturing & Distribution Manufacturer of custom designed boat covers, canvas frames, and bimini tops, primary serving large marine OEMs and dealers, headquartered in Pittsburgh, Pennsylvania, with manufacturing facilities in Indiana and Pennsylvania, and a distribution/service center in Michigan. The Company completed eleven acquisitions in the year ended December 31, 2020 (the "2020 Acquisitions"), including the following seven previously announced 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 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 $ 298,384 $ 306,319 Working capital holdback and other, net (1) 1,189 (37) Common stock issuance (2) 10,211 — Contingent consideration (3) 4,540 4,763 Total consideration $ 314,324 $ 311,045 Assets Acquired Trade receivables $ 18,582 $ 15,320 Inventories 46,099 25,395 Prepaid expenses & other 975 725 Property, plant & equipment 53,570 65,083 Operating lease right-of-use assets 16,438 20,029 Identifiable intangible assets 147,495 130,981 Liabilities Assumed Current portion of operating lease obligations (3,984) (2,721) Accounts payable & accrued liabilities (26,171) (12,405) Operating lease obligations (12,454) (17,308) Deferred tax liabilities (1,996) (4,576) Total fair value of net assets acquired 238,554 220,523 Goodwill (4) 75,770 90,522 $ 314,324 $ 311,045 (1) Certain acquisitions contain working capital holdbacks which are typically settled after a 90-day period following the close of the acquisition. This value represents the remaining amounts due to (from) sellers as of September 26, 2021. (2) In connection with one acquisition, the Company issued 113,961 shares of common stock at a closing price of $89.60 as of the acquisition date. (3) These amounts reflect the acquisition date fair value of contingent consideration based on future results relating to certain acquisitions. (4) Goodwill is tax-deductible for the 2021 Acquisitions, except Tumacs Covers (approximately $6.2 million), and the 2020 Acquisitions, except Front Range Stone (approximately $11.0 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 $ 92,453 $ 99,897 Non-compete agreements 5 3,255 1,150 Patents 10 - 18 13,450 6,470 Trademarks Indefinite 38,337 23,464 $ 147,495 $ 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 $0.2 million and $4.0 million for the third quarter and nine months ended September 26, 2021, respectively and $5.2 million and $16.3 million for the third quarter and nine months ended September 27, 2020, respectively. Third Quarter Ended Nine Months Ended (thousands, except per share data) September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Revenue $ 1,067,111 $ 802,753 $ 3,040,971 $ 2,049,211 Net income 58,190 43,183 172,574 66,967 Basic net income per common share 2.55 1.90 7.56 2.94 Diluted net income per common share 2.49 1.87 7.38 2.90 |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income Per Share | Net income per common share calculated for the third quarter and nine months of 2021 and 2020 is as follows: Third Quarter Ended Nine Months Ended (thousands except per share data) September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Net income for basic and diluted per share calculation $ 57,397 $ 37,336 $ 163,895 $ 59,237 Weighted average common shares outstanding - basic 22,789 22,674 22,826 22,784 Effect of potentially dilutive securities 614 398 549 304 Weighted average common shares outstanding - diluted 23,403 23,072 23,375 23,088 Basic net income per common share $ 2.52 $ 1.65 $ 7.18 $ 2.60 Diluted net income per common share $ 2.45 $ 1.62 $ 7.01 $ 2.57 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt Outstanding | A summary of total debt outstanding at September 26, 2021 and December 31, 2020 is as follows: (thousands) September 26, 2021 December 31, 2020 Long-term debt: 1.0% convertible notes due 2023 $ 172,500 $ 172,500 Term loan due 2026 148,125 92,500 Revolver due 2026 135,455 275,000 7.50% senior notes due 2027 300,000 300,000 4.75% senior notes due 2029 350,000 — Total long-term debt 1,106,080 840,000 Less: convertible notes debt discount, net (10,545) (16,072) Less: term loan deferred financing costs, net (660) (434) Less: senior notes deferred financing costs, net (9,711) (5,087) Less: current maturities of long-term debt (7,500) (7,500) Total long-term debt, less current maturities, net $ 1,077,664 $ 810,907 |
Schedule of Debt Instrument Redemption | The Company may redeem the 4.75% Senior Notes at any time according to the following timeframes with the respective restrictions and prices: Timeframe Redemption Restrictions Redemption Prices Prior to May 1, 2024 Up to 40% of the notes 104.750% After May 1, 2024 In whole, or in part 102.375% After May 1, 2025 In whole, or in part 101.188% After May 1, 2026 In whole, or in part 100.000% |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 26, 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 September 26, 2021 December 31, 2020 Interest rate swaps Accrued liabilities $ 2,506 $ — Interest rate swaps Other long-term liabilities $ — $ 6,567 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 26, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The activity in accumulated other comprehensive loss during the third quarter and nine months ended September 26, 2021 and September 27, 2020 was as follows: Third Quarter Ended September 26, 2021 (thousands) Cash Flow Hedges Other Foreign Currency Translation Total Balance at June 27, 2021 $ (2,896) $ (1,263) $ 30 $ (4,129) Other comprehensive income (loss) before reclassifications, net of tax (19) — 74 55 Amounts reclassified from accumulated other comprehensive loss, net of tax 1,050 — — 1,050 Other comprehensive income 1,031 — 74 1,105 Balance at September 26, 2021 $ (1,865) $ (1,263) $ 104 $ (3,024) Nine Months Ended September 26, 2021 (thousands) Cash Flow Hedges Other Foreign Currency Translation Total Balance at December 31, 2020 $ (4,889) $ (1,263) $ 100 $ (6,052) Other comprehensive income (loss) before reclassifications, net of tax (70) — 4 (66) Amounts reclassified from accumulated other comprehensive loss, net of tax 3,094 — — 3,094 Other comprehensive income 3,024 — 4 3,028 Balance at September 26, 2021 $ (1,865) $ (1,263) $ 104 $ (3,024) Third Quarter Ended September 27, 2020 (thousands) Cash Flow Hedges Other Foreign Currency Translation Total Balance at June 28, 2020 $ (6,916) $ (1,270) $ (106) $ (8,292) Other comprehensive income (loss) before reclassifications, net of tax (38) — 60 22 Amounts reclassified from accumulated other comprehensive loss, net of tax 1,027 — — 1,027 Other comprehensive income 989 — 60 1,049 Balance at September 27, 2020 $ (5,927) $ (1,270) $ (46) $ (7,243) Nine Months Ended September 27, 2020 (thousands) Cash Flow Hedges Other Foreign Currency Translation Total Balance at December 31, 2019 $ (4,374) $ (1,270) $ (54) $ (5,698) Other comprehensive income (loss) before reclassifications, net of tax (3,940) — 8 (3,932) Amounts reclassified from accumulated other comprehensive loss, net of tax 2,387 — — 2,387 Other comprehensive income (loss) (1,553) — 8 (1,545) Balance at September 27, 2020 $ (5,927) $ (1,270) $ (46) $ (7,243) |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 26, 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: Third Quarter Ended (thousands) September 26, 2021 September 27, 2020 Operating lease cost $ 10,760 $ 8,525 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 10,440 $ 8,317 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 12,573 $ 17,091 Nine Months Ended (thousands) September 26, 2021 September 27, 2020 Operating lease cost $ 30,697 $ 25,093 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 29,945 $ 24,680 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 52,564 $ 34,993 |
Lease Assets and Liabilities | Balance sheet information related to leases was as follows: (thousands, except lease term and discount rate) September 26, 2021 December 31, 2020 Assets Operating lease right-of-use assets $ 142,719 $ 117,816 Liabilities Operating lease liabilities, current portion $ 36,955 $ 30,901 Long-term operating lease liabilities 107,753 88,175 Total lease liabilities $ 144,708 $ 119,076 Weighted average remaining lease term, operating leases (in years) 5.1 5.3 Weighted average discount rate, operating leases 3.9 % 4.1 % |
Operating Lease Liability Maturity | Maturities of lease liabilities were as follows at September 26, 2021: (thousands) 2021 (excluding the nine months ended September 26, 2021) $ 10,617 2022 41,015 2023 35,238 2024 27,629 2025 18,787 Thereafter 27,681 Total lease payments 160,967 Less imputed interest (16,259) Total $ 144,708 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 26, 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 September 26, 2021 and December 31, 2020: September 26, 2021 December 31, 2020 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents (1) $ 41.0 $ — $ — $ — $ — $ — 7.50% senior notes due 2027 (2) — 326.3 — — 329.0 — 4.75% senior notes due 2029 (2) — 359.7 — — — — Convertible note (2) — 193.0 — — 180.0 — Term loan due 2026 (3) — 148.1 — — 92.5 — Revolver due 2026 (3) — 135.5 — — 275.0 — Interest rate swaps (4) — 2.5 — — 6.6 — Contingent consideration (5) — — 9.8 — — 6.9 (1) The carrying amounts of cash equivalents, representing government and other money market funds traded in an active market with relatively short maturities, are reported on the condensed consolidated balance sheet as of September 26, 2021 as a component of "Cash and cash equivalents". The Company held no cash equivalents as of December 31, 2020. (2) The amounts of these notes listed above are the current fair values for disclosure purposes only, valued using Level 2 inputs, and they are recorded in the Company's condensed consolidated balance sheets as of September 26, 2021 and December 31, 2020 using the interest rate method as described in Note 9. (3) The carrying amounts of our term loan and revolver, valued using Level 2 inputs, approximate fair value as of September 26, 2021 and December 31, 2020 based upon their terms and conditions in comparison to the terms and conditions available at those dates. (4) The interest rate swaps are classified as Level 2 in the fair value hierarchy and discussed further in Note 10. (5) 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) | 9 Months Ended |
Sep. 26, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The tables below present information about the sales and operating income of those segments. Third Quarter Ended September 26, 2021 (thousands) Manufacturing Distribution Total Net outside sales $ 772,235 $ 287,942 $ 1,060,177 Intersegment sales 20,064 1,880 21,944 Total sales 792,299 289,822 1,082,121 Operating income 91,370 31,187 122,557 Third Quarter Ended September 27, 2020 (thousands) Manufacturing Distribution Total Net outside sales $ 494,274 $ 206,433 $ 700,707 Intersegment sales 12,004 1,640 13,644 Total sales 506,278 208,073 714,351 Operating income 63,312 16,444 79,756 Nine Months Ended September 26, 2021 (thousands) Manufacturing Distribution Total Net outside sales $ 2,102,032 $ 828,581 $ 2,930,613 Intersegment sales 49,914 4,800 54,714 Total sales 2,151,946 833,381 2,985,327 Operating income 269,227 83,563 352,790 Nine Months Ended September 27, 2020 (thousands) Manufacturing Distribution Total Net outside sales $ 1,206,114 $ 507,870 $ 1,713,984 Intersegment sales 24,691 4,025 28,716 Total sales 1,230,805 511,895 1,742,700 Operating income 131,426 33,350 164,776 |
Summary of the Reconciliation of Segment Operations | The following table presents a reconciliation of segment operating income to consolidated operating income: Third Quarter Ended Nine Months Ended (thousands) September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020 Operating income for reportable segments $ 122,557 $ 79,756 $ 352,790 $ 164,776 Unallocated corporate expenses (14,526) (9,706) (55,075) (23,962) Amortization (14,758) (10,221) (40,695) (29,600) Consolidated operating income $ 93,273 $ 59,829 $ 257,020 $ 111,214 |
Summary of Reconciliation of Assets from Segment to Consolidated | The following table presents an allocation of total assets to the reportable segments of the Company and a reconciliation to consolidated total assets: (thousands) September 26, 2021 December 31, 2020 Manufacturing assets $ 1,838,583 $ 1,337,920 Distribution assets 453,839 343,170 Assets for reportable segments 2,292,422 1,681,090 Corporate assets unallocated to segments 21,154 27,578 Cash and cash equivalents 44,882 44,767 Consolidated total assets $ 2,358,458 $ 1,753,435 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total sales | $ 1,060,177 | $ 700,707 | $ 2,930,613 | $ 1,713,984 |
Recreational Vehicle | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 633,237 | 421,171 | 1,730,094 | 945,517 |
Marine | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 173,026 | 93,451 | 476,328 | 230,550 |
Manufactured Housing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 134,625 | 107,753 | 394,434 | 310,436 |
Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 119,289 | 78,332 | 329,757 | 227,481 |
Manufacturing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 772,235 | 494,274 | 2,102,032 | 1,206,114 |
Manufacturing | Recreational Vehicle | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 434,029 | 290,326 | 1,161,254 | 656,739 |
Manufacturing | Marine | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 164,535 | 88,861 | 453,223 | 219,150 |
Manufacturing | Manufactured Housing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 65,785 | 45,845 | 190,786 | 127,857 |
Manufacturing | Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 107,886 | 69,242 | 296,769 | 202,368 |
Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 287,942 | 206,433 | 828,581 | 507,870 |
Distribution | Recreational Vehicle | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 199,208 | 130,845 | 568,840 | 288,778 |
Distribution | Marine | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 8,491 | 4,590 | 23,105 | 11,400 |
Distribution | Manufactured Housing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | 68,840 | 61,908 | 203,648 | 182,579 |
Distribution | Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Total sales | $ 11,403 | $ 9,090 | $ 32,988 | $ 25,113 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Raw materials | $ 261,775 | $ 157,219 |
Work in process | 30,221 | 19,282 |
Finished goods | 66,189 | 37,632 |
Total manufactured goods, net | 344,581 | 205,813 |
Materials purchased for resale (distribution products) | 147,502 | 112,158 |
Total materials purchased for resale (distribution products), net | 141,185 | 106,996 |
Total inventories | 485,766 | 312,809 |
Manufactured Goods | ||
Inventory [Line Items] | ||
Less: reserve for inventory obsolescence | (13,604) | (8,320) |
Distributed Goods | ||
Inventory [Line Items] | ||
Less: reserve for inventory obsolescence | $ (6,317) | $ (5,162) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Carrying Amount of Goodwill by Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 26, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 395,800 |
Acquisitions | 75,770 |
Adjustments to preliminary purchase price allocations | 7,385 |
Ending balance | 478,955 |
Manufacturing | |
Goodwill [Roll Forward] | |
Beginning balance | 338,045 |
Acquisitions | 64,312 |
Adjustments to preliminary purchase price allocations | 7,366 |
Ending balance | 409,723 |
Distribution | |
Goodwill [Roll Forward] | |
Beginning balance | 57,755 |
Acquisitions | 11,458 |
Adjustments to preliminary purchase price allocations | 19 |
Ending balance | $ 69,232 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets, Net, by Major Class (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Intangible Assets [Line Items] | ||
Total other intangible assets, net, excluding accumulated amortization | $ 756,983 | $ 614,524 |
Less: accumulated amortization | (198,943) | (158,248) |
Intangible assets, net | 558,040 | 456,276 |
Trademarks | ||
Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 151,997 | 113,796 |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 549,314 | 461,754 |
Non-compete agreements | ||
Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 19,144 | 15,949 |
Patents | ||
Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 36,528 | $ 23,025 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Intangible Assets [Roll Forward] | ||||
Beginning balance | $ 456,276 | |||
Acquisitions | 147,548 | |||
Amortization | $ (14,758) | $ (10,221) | (40,695) | $ (29,600) |
Adjustments to preliminary purchase price allocations | (5,089) | |||
Ending balance | 558,040 | 558,040 | ||
Manufacturing | ||||
Intangible Assets [Roll Forward] | ||||
Beginning balance | 373,717 | |||
Acquisitions | 114,833 | |||
Amortization | (33,543) | |||
Adjustments to preliminary purchase price allocations | (5,089) | |||
Ending balance | 449,918 | 449,918 | ||
Distribution | ||||
Intangible Assets [Roll Forward] | ||||
Beginning balance | 82,559 | |||
Acquisitions | 32,715 | |||
Amortization | (7,152) | |||
Adjustments to preliminary purchase price allocations | 0 | |||
Ending balance | $ 108,122 | $ 108,122 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 26, 2021USD ($)acquisition | Sep. 27, 2020USD ($)acquisition | Sep. 26, 2021USD ($)acquisitionfacility | Sep. 27, 2020USD ($)acquisition | Dec. 31, 2020USD ($)acquisition | |
Business Acquisition [Line Items] | |||||
Number of acquisitions | acquisition | 6 | 9 | |||
Total sales | $ 1,060,177 | $ 700,707 | $ 2,930,613 | $ 1,713,984 | |
Operating income | 93,273 | 59,829 | 257,020 | 111,214 | |
Cash payments related to contingent consideration liabilities | 1,600 | 2,000 | |||
Selling, general and administrative | 64,245 | 38,184 | 175,842 | 105,681 | |
Number of immaterial acquisitions | acquisition | 4 | ||||
Cash, net of cash acquired | 297,701 | 123,382 | |||
Goodwill | 478,955 | 478,955 | $ 395,800 | ||
Pro forma amortization expense | $ 200 | 5,200 | $ 4,000 | 16,300 | |
2021 Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Number of acquisitions | acquisition | 3 | 10 | |||
Total sales | $ 84,000 | $ 146,100 | |||
Operating income | 6,600 | 2,100 | 12,600 | 2,200 | |
Cash payments related to contingent consideration liabilities | $ 4,540 | ||||
Number of material acquisitions | acquisition | 5 | ||||
Number of immaterial acquisitions | acquisition | 5 | ||||
Cash, net of cash acquired | $ 298,384 | ||||
Business combination, consideration transferred, equity interests issued and issuable | 10,211 | ||||
Inventories | 46,099 | 46,099 | |||
Property, plant & equipment | 53,570 | 53,570 | |||
Goodwill | 75,770 | $ 75,770 | |||
2021 Acquisitions | Minimum | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration, performance period | 1 year | ||||
2021 Acquisitions | Maximum | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration, performance period | 3 years | ||||
2020 Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Number of acquisitions | acquisition | 11 | ||||
Total sales | $ 19,600 | $ 23,300 | |||
Cash payments related to contingent consideration liabilities | $ 4,763 | ||||
Number of material acquisitions | acquisition | 7 | ||||
Cash, net of cash acquired | $ 306,319 | ||||
Business combination, consideration transferred, equity interests issued and issuable | 0 | ||||
Inventories | 25,395 | ||||
Property, plant & equipment | 65,083 | ||||
Goodwill | $ 90,522 | ||||
2020 Acquisitions | Minimum | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration, performance period | 1 year | ||||
2020 Acquisitions | Maximum | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration, performance period | 3 years | ||||
Certain Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Fair value of estimated contingent consideration payments | 9,800 | $ 9,800 | $ 6,900 | ||
Contingent consideration arrangements maximum payments amount | 19,600 | 19,600 | |||
Cash payments related to contingent consideration liabilities | 1,500 | 2,500 | |||
Selling, general and administrative | 900 | ||||
Certain Acquisitions | Accrued liabilities | |||||
Business Acquisition [Line Items] | |||||
Fair value of estimated contingent consideration payments | 3,700 | 3,700 | 1,600 | ||
Certain Acquisitions | Other long-term liabilities | |||||
Business Acquisition [Line Items] | |||||
Fair value of estimated contingent consideration payments | 6,100 | 6,100 | 5,300 | ||
One Acquisition In 2021 | |||||
Business Acquisition [Line Items] | |||||
Total sales | 53,500 | 85,600 | |||
Operating income | 2,600 | 4,500 | |||
Business combination and liabilities assumed, cash and equivalents | 149,300 | 149,300 | |||
Business combination, consideration transferred, equity interests issued and issuable | 10,200 | ||||
Inventories | 25,800 | 25,800 | |||
Property, plant & equipment | 28,400 | 28,400 | |||
Identifiable intangible assets | 85,000 | 85,000 | |||
Accounts payable and accrued liabilities | 18,100 | 18,100 | |||
Operating lease right of use assets and liabilities | 11,500 | 11,500 | |||
Goodwill | $ 33,600 | $ 33,600 | |||
Alpha Systems LLC | |||||
Business Acquisition [Line Items] | |||||
Number of facilities acquired | facility | 9 | ||||
One Acquisitions In 2020 | |||||
Business Acquisition [Line Items] | |||||
Inventories | 2,900 | ||||
Property, plant & equipment | 49,300 | ||||
Identifiable intangible assets | 49,100 | ||||
Accounts payable and accrued liabilities | 2,600 | ||||
Operating lease right of use assets and liabilities | 4,900 | ||||
Goodwill | 32,600 | ||||
Cash consideration | $ 129,700 |
ACQUISITIONS - Fair Value of As
ACQUISITIONS - Fair Value of Assets Acquired, Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 26, 2021 | Sep. 26, 2021 | Sep. 27, 2020 | Dec. 31, 2020 | |
Consideration | ||||
Cash, net of cash acquired | $ 297,701 | $ 123,382 | ||
Contingent consideration | 1,600 | $ 2,000 | ||
Assets Acquired | ||||
Operating lease right-of-use assets | $ 142,719 | 142,719 | $ 117,816 | |
Liabilities Assumed | ||||
Goodwill | 478,955 | 478,955 | 395,800 | |
2021 Acquisitions | ||||
Consideration | ||||
Cash, net of cash acquired | 298,384 | |||
Working capital holdback and other, net | 1,189 | |||
Common stock issuance | 10,211 | |||
Contingent consideration | 4,540 | |||
Total consideration | 314,324 | |||
Assets Acquired | ||||
Trade receivables | 18,582 | 18,582 | ||
Inventories | 46,099 | 46,099 | ||
Prepaid expenses & other | 975 | 975 | ||
Property, plant & equipment | 53,570 | 53,570 | ||
Operating lease right-of-use assets | 16,438 | 16,438 | ||
Identifiable intangible assets | 147,495 | 147,495 | ||
Liabilities Assumed | ||||
Current portion of operating lease obligations | (3,984) | (3,984) | ||
Accounts payable & accrued liabilities | (26,171) | (26,171) | ||
Operating lease obligations | (12,454) | (12,454) | ||
Deferred tax liabilities | (1,996) | (1,996) | ||
Total fair value of net assets acquired | 238,554 | 238,554 | ||
Goodwill | 75,770 | 75,770 | ||
Total net assets acquired | 314,324 | 314,324 | ||
2020 Acquisitions | ||||
Consideration | ||||
Cash, net of cash acquired | 306,319 | |||
Working capital holdback and other, net | (37) | |||
Common stock issuance | 0 | |||
Contingent consideration | 4,763 | |||
Total consideration | 311,045 | |||
Assets Acquired | ||||
Trade receivables | 15,320 | |||
Inventories | 25,395 | |||
Prepaid expenses & other | 725 | |||
Property, plant & equipment | 65,083 | |||
Operating lease right-of-use assets | 20,029 | |||
Identifiable intangible assets | 130,981 | |||
Liabilities Assumed | ||||
Current portion of operating lease obligations | (2,721) | |||
Accounts payable & accrued liabilities | (12,405) | |||
Operating lease obligations | (17,308) | |||
Deferred tax liabilities | (4,576) | |||
Total fair value of net assets acquired | 220,523 | |||
Goodwill | 90,522 | |||
Total net assets acquired | 311,045 | |||
Certain Acquisitions | ||||
Consideration | ||||
Contingent consideration | 1,500 | $ 2,500 | ||
Liabilities Assumed | ||||
Number of days of working capital | 90 days | |||
One Acquisition In 2021 | ||||
Consideration | ||||
Common stock issuance | $ 10,200 | |||
Assets Acquired | ||||
Inventories | 25,800 | 25,800 | ||
Property, plant & equipment | 28,400 | 28,400 | ||
Liabilities Assumed | ||||
Goodwill | $ 33,600 | $ 33,600 | ||
Common stock issued (in shares) | 113,961 | |||
Closing price (in dollars per share) | $ 89.60 | $ 89.60 | ||
Tumacs Covers | ||||
Liabilities Assumed | ||||
Goodwill tax-deductible | $ 6,200 | $ 6,200 | ||
Front Range Stone | ||||
Liabilities Assumed | ||||
Goodwill tax-deductible | $ 11,000 |
ACQUISITIONS - Schedule of iden
ACQUISITIONS - Schedule of identifiable intangible assets acquired (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2021 | Sep. 27, 2020 | |
2021 Acquisitions | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 147,495 | |
2020 Acquisitions | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 130,981 | |
Trademarks | 2021 Acquisitions | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 38,337 | |
Trademarks | 2020 Acquisitions | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | 23,464 | |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life (in years) | 10 years | |
Customer relationships | 2021 Acquisitions | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 92,453 | |
Customer relationships | 2020 Acquisitions | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | 99,897 | |
Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Estimated Useful Life (in years) | 5 years | |
Non-compete agreements | 2021 Acquisitions | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 3,255 | |
Non-compete agreements | 2020 Acquisitions | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | 1,150 | |
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 | |
Patents | 2021 Acquisitions | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 13,450 | |
Patents | 2020 Acquisitions | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 6,470 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information Related to Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenue | $ 1,067,111 | $ 802,753 | $ 3,040,971 | $ 2,049,211 |
Net income | $ 58,190 | $ 43,183 | $ 172,574 | $ 66,967 |
Basic net income per common share (in dollars per share) | $ 2.55 | $ 1.90 | $ 7.56 | $ 2.94 |
Diluted net income per common share (in dollars per share) | $ 2.49 | $ 1.87 | $ 7.38 | $ 2.90 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Share-based compensation expense | $ 7 | $ 4.9 | $ 17.3 | $ 11.2 |
Share-based compensation expense, forfeitures and modifications | $ 2.3 | $ 2.3 | ||
Granted shares (in shares) | 296,073 | |||
Average fair value of shares granted (in dollars per share) | $ 73.31 | |||
Fair value of shares granted, amount | $ 21.7 | |||
Unrecognized compensation cost | $ 31.5 | $ 31.5 | ||
Weighted average recognition period | 18 months 15 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 | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Earnings Per Share [Abstract] | ||||
Net income for basic per share calculation | $ 57,397 | $ 37,336 | $ 163,895 | $ 59,237 |
Net income for diluted per share calculation | $ 57,397 | $ 37,336 | $ 163,895 | $ 59,237 |
Weighted average common shares outstanding - basic (in shares) | 22,789 | 22,674 | 22,826 | 22,784 |
Effect of potentially dilutive securities (in shares) | 614 | 398 | 549 | 304 |
Weighted average common shares outstanding - diluted (in shares) | 23,403 | 23,072 | 23,375 | 23,088 |
Basic net income per common share (in dollars per share) | $ 2.52 | $ 1.65 | $ 7.18 | $ 2.60 |
Diluted net income per common share (in dollars per share) | $ 2.45 | $ 1.62 | $ 7.01 | $ 2.57 |
DEBT - Schedule of Long-term De
DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Apr. 20, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 1,106,080 | $ 840,000 | |
Less: convertible notes debt discount, net | (10,545) | (16,072) | |
Less: current maturities of long-term debt | (7,500) | (7,500) | |
Total long-term debt, less current maturities, net | $ 1,077,664 | 810,907 | |
1.0% convertible notes due 2023 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.00% | ||
Total long-term debt | $ 172,500 | 172,500 | |
Term loan due 2026 | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 148,125 | 92,500 | |
Less: deferred financing costs, net | (660) | (434) | |
Revolver | |||
Debt Instrument [Line Items] | |||
Total long-term debt | 135,455 | 275,000 | |
Senior notes | |||
Debt Instrument [Line Items] | |||
Less: deferred financing costs, net | (9,711) | (5,087) | |
Senior notes | 7.5% senior notes due 2027 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 7.50% | ||
Total long-term debt | $ 300,000 | 300,000 | |
Senior notes | 4.75% senior notes due 2029 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.75% | 4.75% | |
Total long-term debt | $ 350,000 | $ 0 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Apr. 20, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | ||||||
Total long-term debt | $ 1,106,080 | $ 1,106,080 | $ 840,000 | |||
Interest paid | $ 3,700 | $ 3,200 | $ 21,200 | $ 21,400 | ||
Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Unused capacity, commitment fee percentage | 0.15% | |||||
Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Unused capacity, commitment fee percentage | 0.225% | |||||
Prime Rate | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.00% | |||||
Prime Rate | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||
London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||
London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||
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, effective interest rate | 1.63% | 1.63% | ||||
Debt instrument, basis spread on variable rate | (1.50%) | |||||
Revolver | ||||||
Line of Credit Facility [Line Items] | ||||||
Total long-term debt | $ 135,455 | $ 135,455 | 275,000 | |||
Revolver | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Ratio of indebtedness to net capital | 3.25 | 3.25 | ||||
Term loan due 2021 | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, face amount | $ 150,000 | $ 150,000 | ||||
Total long-term debt | 148,100 | 148,100 | ||||
Term loan due 2021 | June 30 2024 through March 31, 2024 | ||||||
Line of Credit Facility [Line Items] | ||||||
Required periodic payment | 1,875 | |||||
Term loan due 2019 | ||||||
Line of Credit Facility [Line Items] | ||||||
Total long-term debt | $ 148,125 | $ 148,125 | 92,500 | |||
4.75% senior notes due 2029 | Senior notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, face amount | $ 350,000 | |||||
Stated interest rate | 4.75% | 4.75% | 4.75% | |||
Debt instrument, effective interest rate | 4.98% | |||||
Deferred financing costs | $ 5,300 | |||||
Total long-term debt | $ 350,000 | $ 350,000 | $ 0 | |||
2021 Credit Facility | Revolver | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Ratio of indebtedness to net capital | 2.75 | 2.75 | ||||
Consolidated fixed charge coverage ratio, actual | 1.50 | |||||
Minimum liquidity requirement applicable period | 6 months | |||||
Maximum borrowing capacity | $ 550,000 | $ 550,000 | ||||
Total long-term debt | 135,500 | 135,500 | ||||
2021 Credit Facility | Term loan due 2021 | ||||||
Line of Credit Facility [Line Items] | ||||||
Increase (decrease) in borrowing capacity | 250,000 | |||||
2021 Credit Facility | Term loan due 2021 | June 30 2024 through March 31, 2024 | ||||||
Line of Credit Facility [Line Items] | ||||||
Required periodic payment | 3,750 | |||||
2019 Credit Facility | Revolver | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 550,000 | 550,000 | ||||
2019 Credit Facility | Term loan due 2019 | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, face amount | $ 100,000 | $ 100,000 |
DEBT - Schedule of Debt Instrum
DEBT - Schedule of Debt Instrument Redemption (Details) - 4.75% senior notes due 2029 - Senior notes | 9 Months Ended |
Sep. 26, 2021 | |
Prior to May 1, 2024 | |
Debt Instrument [Line Items] | |
Redemption Prices | 104.75% |
Prior to May 1, 2024 | Maximum | |
Debt Instrument [Line Items] | |
Percent of notes | 40.00% |
After May 1, 2024 | |
Debt Instrument [Line Items] | |
Redemption Prices | 102.375% |
After May 1, 2025 | |
Debt Instrument [Line Items] | |
Redemption Prices | 101.188% |
After May 1, 2026 | |
Debt Instrument [Line Items] | |
Redemption Prices | 100.00% |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) $ in Millions | Sep. 26, 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 | Sep. 26, 2021 | Dec. 31, 2020 |
Accrued liabilities | ||
Derivative [Line Items] | ||
Fair value of derivative instruments | $ 2,506 | $ 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 | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | $ 643,271 | $ 493,268 | $ 559,441 | $ 497,481 |
Other comprehensive income (loss) before reclassifications, net of tax | 55 | 22 | (66) | (3,932) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 1,050 | 1,027 | 3,094 | 2,387 |
Other comprehensive income | 1,105 | 1,049 | 3,028 | (1,545) |
Ending Balance | 692,048 | 525,829 | 692,048 | 525,829 |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | (4,129) | (8,292) | (6,052) | (5,698) |
Ending Balance | (3,024) | (7,243) | (3,024) | (7,243) |
Cash Flow Hedges | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | (2,896) | (6,916) | (4,889) | (4,374) |
Other comprehensive income (loss) before reclassifications, net of tax | (19) | (38) | (70) | (3,940) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 1,050 | 1,027 | 3,094 | 2,387 |
Other comprehensive income | 1,031 | 989 | 3,024 | (1,553) |
Ending Balance | (1,865) | (5,927) | (1,865) | (5,927) |
Other | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | (1,263) | (1,270) | (1,263) | (1,270) |
Other comprehensive income (loss) before reclassifications, net of tax | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 0 | 0 | 0 |
Other comprehensive income | 0 | 0 | 0 | 0 |
Ending Balance | (1,263) | (1,270) | (1,263) | (1,270) |
Foreign Currency Translation | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | 30 | (106) | 100 | (54) |
Other comprehensive income (loss) before reclassifications, net of tax | 74 | 60 | 4 | 8 |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 0 | 0 | 0 |
Other comprehensive income | 74 | 60 | 4 | 8 |
Ending Balance | $ 104 | $ (46) | $ 104 | $ (46) |
LEASES - Lease Expense, Supplem
LEASES - Lease Expense, Supplemental Cash Flow and Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 10,760 | $ 8,525 | $ 30,697 | $ 25,093 |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows for operating leases | 10,440 | 8,317 | 29,945 | 24,680 |
Right-of-use assets obtained in exchange for lease obligations: | ||||
Operating leases | $ 12,573 | $ 17,091 | $ 52,564 | $ 34,993 |
LEASES - Lease Assets and Liabi
LEASES - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease right-of-use assets | $ 142,719 | $ 117,816 |
Liabilities | ||
Operating lease liabilities, current portion | 36,955 | 30,901 |
Long-term operating lease liabilities | 107,753 | 88,175 |
Total lease liabilities | $ 144,708 | $ 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 | 3.90% | 4.10% |
LEASES - Operating Lease Liabil
LEASES - Operating Lease Liability Maturity (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (excluding the nine months ended September 26, 2021) | $ 10,617 | |
2022 | 41,015 | |
2023 | 35,238 | |
2024 | 27,629 | |
2025 | 18,787 | |
Thereafter | 27,681 | |
Total lease payments | 160,967 | |
Less imputed interest | (16,259) | |
Total | $ 144,708 | $ 119,076 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | Sep. 26, 2021USD ($) |
Lessee, Lease, Description [Line Items] | |
Value of operating leases not yet commenced | $ 5.8 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Lease term of operating leases not yet commenced | 5 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 18 years |
Lease term of operating leases not yet commenced | 10 years |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 26, 2021 | Apr. 20, 2021 | Dec. 31, 2020 |
7.5% senior notes due 2027 | Senior notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Stated interest rate | 7.50% | ||
4.75% senior notes due 2029 | Senior notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Stated interest rate | 4.75% | 4.75% | |
Level 1 | Cash Equivalents | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | $ 41 | $ 0 | |
Level 1 | Senior notes | 7.5% senior notes due 2027 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior notes | 0 | 0 | |
Level 1 | Senior notes | 4.75% senior notes due 2029 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior notes | 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 | Term loan due | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Term loan due | 0 | 0 | |
Level 1 | Revolver due | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Revolver due | 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 | Cash Equivalents | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Level 2 | Senior notes | 7.5% senior notes due 2027 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior notes | 326.3 | 329 | |
Level 2 | Senior notes | 4.75% senior notes due 2029 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior notes | 359.7 | 0 | |
Level 2 | Convertible Note | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible note | 193 | 180 | |
Level 2 | Term loan due | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Term loan due | 148.1 | 92.5 | |
Level 2 | Revolver due | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Revolver due | 135.5 | 275 | |
Level 2 | Interest Rate Swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swaps | 2.5 | 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 | Cash Equivalents | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Level 3 | Senior notes | 7.5% senior notes due 2027 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior notes | 0 | 0 | |
Level 3 | Senior notes | 4.75% senior notes due 2029 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior notes | 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 | Term loan due | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Term loan due | 0 | 0 | |
Level 3 | Revolver due | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Revolver due | 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 | $ 9.8 | $ 6.9 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 26.30% | 24.30% | 24.10% | 25.40% |
Excess tax benefit tax | $ 5.7 | $ 2.2 | ||
Income taxes paid | $ 19.7 | $ 1.8 | $ 43.9 | $ 1.6 |
SEGMENT INFORMATION - Sales and
SEGMENT INFORMATION - Sales and Operating Income of Segments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021USD ($) | Sep. 27, 2020USD ($) | Sep. 26, 2021USD ($)segment | Sep. 27, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments (in segments) | segment | 2 | |||
Total sales | $ 1,060,177 | $ 700,707 | $ 2,930,613 | $ 1,713,984 |
Operating income | 93,273 | 59,829 | 257,020 | 111,214 |
Manufacturing | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 772,235 | 494,274 | 2,102,032 | 1,206,114 |
Distribution | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 287,942 | 206,433 | 828,581 | 507,870 |
Intersegment sales | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 21,944 | 13,644 | 54,714 | 28,716 |
Intersegment sales | Manufacturing | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 20,064 | 12,004 | 49,914 | 24,691 |
Intersegment sales | Distribution | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 1,880 | 1,640 | 4,800 | 4,025 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 1,082,121 | 714,351 | 2,985,327 | 1,742,700 |
Operating income | 122,557 | 79,756 | 352,790 | 164,776 |
Operating Segments | Manufacturing | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 792,299 | 506,278 | 2,151,946 | 1,230,805 |
Operating income | 91,370 | 63,312 | 269,227 | 131,426 |
Operating Segments | Distribution | ||||
Segment Reporting Information [Line Items] | ||||
Total sales | 289,822 | 208,073 | 833,381 | 511,895 |
Operating income | $ 31,187 | $ 16,444 | $ 83,563 | $ 33,350 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Segment Operating Income to Consolidated Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | |
Segment Reporting Information [Line Items] | ||||
Operating income | $ 93,273 | $ 59,829 | $ 257,020 | $ 111,214 |
Unallocated corporate expenses | (114,888) | (73,668) | (317,150) | (205,485) |
Amortization | (14,758) | (10,221) | (40,695) | (29,600) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | 122,557 | 79,756 | 352,790 | 164,776 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Unallocated corporate expenses | (14,526) | (9,706) | (55,075) | (23,962) |
Amortization | $ (14,758) | $ (10,221) | $ (40,695) | $ (29,600) |
SEGMENT INFORMATION - Summary o
SEGMENT INFORMATION - Summary of Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Thousands | Sep. 26, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Assets | $ 2,358,458 | $ 1,753,435 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,292,422 | 1,681,090 |
Corporate, Non-Segment | ||
Segment Reporting Information [Line Items] | ||
Assets | 21,154 | 27,578 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Assets | 44,882 | 44,767 |
Manufacturing | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,838,583 | 1,337,920 |
Distribution | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 453,839 | $ 343,170 |
STOCK REPURCHASE PROGRAMS - Nar
STOCK REPURCHASE PROGRAMS - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2021 | Sep. 26, 2021 | Sep. 27, 2020 | Sep. 26, 2021 | Sep. 27, 2020 | Mar. 31, 2020 | |
Equity [Abstract] | ||||||
Authorized share repurchase program amount | $ 50 | |||||
Share repurchase program period | 24 months | |||||
Remaining authorized shares to be purchased amount | $ 14.4 | $ 39.6 | $ 39.6 | |||
Shares repurchased (in shares) | 128,929 | 88,950 | 388,929 | 545,105 | ||
Average cost per share repurchased (in dollars per share) | $ 80.62 | $ 53.24 | $ 82.14 | $ 37.22 | ||
Cost to repurchase the company's common stock | $ 10.4 | $ 4.7 | $ 31.9 | $ 20.3 |