DORMAN PRODUCTS, INC., 10-K filed on 2/28/2024
Annual Report
v3.24.0.1
Cover - USD ($)
 12 Months Ended
Dec. 31, 2023
Feb. 22, 2024
Jul. 01, 2023
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 0-18914    
Entity Registrant Name DORMAN PRODUCTS, INC.    
Entity Incorporation, State or Country Code PA    
Entity Tax Identification Number 23-2078856    
Entity Address, Address Line One 3400 East Walnut Street    
Entity Address, City or Town Colmar    
Entity Address, State or Province PA    
Entity Address, Postal Zip Code 18915    
City Area Code 215    
Local Phone Number 997-1800    
Title of 12(b) Security Common Stock, $0.01 Par Value    
Trading Symbol DORM    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 1,726,548,778
Entity Common Stock, Shares Outstanding   31,086,242  
Documents Incorporated by Reference
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's definitive proxy statement, in connection with its 2024 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2023, are incorporated by reference into PART III of this Annual Report on Form 10-K.
    
Entity Central Index Key 0000868780    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
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Audit Information
 12 Months Ended
Dec. 31, 2023
Auditor Information [Abstract]  
Auditor Firm ID 185
Auditor Name KPMG LLP
Auditor Location Philadelphia, Pennsylvania
v3.24.0.1
Consolidated Statements of Operations and Comprehensive Income - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Income Statement [Abstract]      
Net sales $ 1,929,788 $ 1,733,749 $ 1,345,249
Cost of goods sold 1,244,365 1,169,299 882,333
Gross profit 685,423 564,450 462,916
Selling, general and administrative expenses 470,663 393,402 291,365
Income from operations 214,760 171,048 171,551
Interest expense, net 48,061 15,582 2,162
Other income, net (1,804) (735) (377)
Income before income taxes 168,503 156,201 169,766
Provision for income taxes 39,244 34,652 38,234
Net income 129,259 121,549 131,532
Other comprehensive income:      
Change in foreign currency translation adjustment 713 (1,863) (1,440)
Comprehensive Income $ 129,972 $ 119,686 $ 130,092
Earnings per share:      
Basic (dollars per share) $ 4.11 $ 3.87 $ 4.13
Diluted (dollars per share) $ 4.10 $ 3.85 $ 4.12
Weighted average shares outstanding:      
Basic (in shares) 31,455 31,434 31,810
Diluted (in shares) 31,533 31,543 31,961
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Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 36,814 $ 46,034
Accounts receivable, less allowance for doubtful accounts of $3,518 and $1,363 526,867 427,385
Inventories 637,375 755,901
Prepaids and other current assets 32,653 39,800
Total current assets 1,233,709 1,269,120
Property, plant and equipment, net 160,113 148,477
Operating lease right-of-use assets 103,476 109,977
Goodwill 443,889 443,035
Intangible assets, net 301,556 322,409
Other assets 49,664 48,768
Total assets 2,292,407 2,341,786
Current liabilities:    
Accounts payable 176,664 179,819
Accrued compensation 23,971 19,490
Accrued customer rebates and returns 204,495 192,116
Revolving credit facility 92,760 239,363
Current portion of long-term debt 15,625 12,500
Other accrued liabilities 33,636 35,007
Total current liabilities 547,151 678,295
Long-term debt 467,239 482,464
Long-term operating lease liabilities 91,262 98,221
Other long-term liabilities 9,627 28,349
Deferred tax liabilities, net 8,925 11,826
Commitments and contingencies (Note 10)
Shareholders' equity:    
Common stock, par value $0.01; authorized 50,000,000 shares; issued and outstanding 31,299,770 and 31,430,632 shares in 2023 and 2022, respectively 313 314
Additional paid-in capital 101,045 88,750
Retained earnings 1,069,435 956,870
Accumulated other comprehensive loss (2,590) (3,303)
Total shareholders' equity 1,168,203 1,042,631
Total liabilities and shareholders' equity $ 2,292,407 $ 2,341,786
v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 3,518 $ 1,363
Common stock, par value (dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 50,000,000 50,000,000
Common stock, shares issued (in shares) 31,299,770 31,430,632
Common stock, shares outstanding (in shares) 31,299,770 31,430,632
v3.24.0.1
Consolidated Statements of Shareholders' Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 26, 2020   32,168,740      
Beginning balance at Dec. 26, 2020 $ 853,559 $ 322 $ 64,085 $ 789,152 $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Exercise of stock options (in shares)   41,700      
Exercise of stock options 2,455   2,455    
Compensation expense under incentive stock plan 8,228   8,228    
Purchase and cancellation of common stock (in shares)   (617,080)      
Purchase and cancellation of common stock (62,756) $ (6) (1,111) (61,639)  
Issuance of non-vested stock, net of cancellations (in shares)   28,914      
Issuance of non-vested stock, net of cancellations 3,261   3,261    
Other stock related activity, net of tax (in shares)   (14,765)      
Other stock-related activity, net of tax (2,103)   533 (2,636)  
Other comprehensive loss (1,440)       (1,440)
Net income 131,532     131,532  
Ending balance (in shares) at Dec. 25, 2021   31,607,509      
Ending balance at Dec. 25, 2021 932,736 $ 316 77,451 856,409 (1,440)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Exercise of stock options (in shares)   18,515      
Exercise of stock options 1,046   1,046    
Compensation expense under incentive stock plan 9,370   9,370    
Purchase and cancellation of common stock (in shares)   (203,765)      
Purchase and cancellation of common stock (19,934) $ (2) (367) (19,565)  
Issuance of non-vested stock, net of cancellations (in shares)   27,224      
Issuance of non-vested stock, net of cancellations 2,032   2,032    
Other stock related activity, net of tax (in shares)   (18,851)      
Other stock-related activity, net of tax (2,305)   (782) (1,523)  
Other comprehensive loss (1,863)       (1,863)
Net income $ 121,549     121,549  
Ending balance (in shares) at Dec. 31, 2022 31,430,632 31,430,632      
Ending balance at Dec. 31, 2022 $ 1,042,631 $ 314 88,750 956,870 (3,303)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Exercise of stock options (in shares)   17,489      
Exercise of stock options 1,167   1,167    
Compensation expense under incentive stock plan 11,484   11,484    
Purchase and cancellation of common stock (in shares)   (215,410)      
Purchase and cancellation of common stock (16,493) $ (2) (387) (16,104)  
Issuance of non-vested stock, net of cancellations (in shares)   93,437      
Issuance of non-vested stock, net of cancellations 1,986 $ 1 1,985    
Other stock related activity, net of tax (in shares)   (26,378)      
Other stock-related activity, net of tax (2,544)   (1,954) (590)  
Other comprehensive loss 713       713
Net income $ 129,259     129,259  
Ending balance (in shares) at Dec. 31, 2023 31,299,770 31,299,770      
Ending balance at Dec. 31, 2023 $ 1,168,203 $ 313 $ 101,045 $ 1,069,435 $ (2,590)
v3.24.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Cash Flows from Operating Activities:      
Net income $ 129,259 $ 121,549 $ 131,532
Adjustments to reconcile net income to cash provided by operating activities:      
Depreciation, amortization and accretion 54,729 44,677 35,193
Provision for doubtful accounts 4,592 86 181
Benefit from deferred income taxes (2,960) (5,880) (11,970)
Provision for stock-based compensation 11,484 9,370 8,228
Fair value adjustment to contingent consideration (20,468) 0 0
Payment of contingent consideration 0 (120) (2,418)
Changes in assets and liabilities:      
Accounts receivable (104,020) 48,479 10,918
Inventories 118,606 (133,790) (153,823)
Prepaids and other current assets 15,324 (11,150) (2,680)
Other assets (4,931) (28) (5,004)
Accounts payable (3,138) (5,542) 47,000
Accrued customer rebates and returns 12,372 2,433 31,275
Accrued compensation and other liabilities (2,091) (28,396) 11,906
Cash provided by operating activities 208,758 41,688 100,338
Cash Flows from Investing Activities:      
Acquisitions, net of cash acquired 67 (488,956) (345,483)
Property, plant and equipment additions (43,968) (37,883) (19,840)
Cash used in investing activities (43,901) (526,839) (365,323)
Cash Flows from Financing Activities:      
Proceeds of revolving credit line 0 10,000 252,360
Payments of revolving credit line (146,600) (10,000) (13,000)
Proceeds of long-term debt 0 500,000 0
Payments of long-term debt (12,500) (3,125) 0
Payment of contingent consideration 0 (1,705) (7,982)
Payment of debt issuance costs 0 (3,918) (4,215)
Proceeds from exercise of stock options 1,167 1,046 2,455
Purchase and cancellation of common stock (15,709) (19,934) (62,649)
Other stock-related activity (467) 132 1,266
Cash (used in) provided by financing activities (174,109) 472,496 168,235
Effect of exchange rate changes on Cash and Cash Equivalents 32 (93) (44)
Net (Decrease) Increase in Cash and Cash Equivalents (9,220) (12,748) (96,794)
Cash and Cash Equivalents, Beginning of Period 46,034 58,782 155,576
Cash and Cash Equivalents, End of Period 36,814 46,034 58,782
Supplemental Cash Flow Information      
Cash paid for interest expense 49,507 11,647 1,782
Cash paid for income taxes $ 35,465 $ 62,861 $ 46,225
v3.24.0.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Dorman Products, Inc. ("Dorman", the "Company", “we”, “us”, or “our”) is a supplier of replacement and upgrade parts in the motor vehicle aftermarket industry, serving passenger cars, light-, medium-, and heavy-duty trucks as well as specialty vehicles, including utility terrain vehicles (UTVs) and all-terrain vehicles (ATVs). We operate through three business segments: Light Duty, Heavy Duty, and Specialty Vehicle, consistent with the sectors of the motor vehicle aftermarket industry in which we operate. For more information on our segments, refer to Note 8, "Segment Information" to the Consolidated Financial Statements.
Effective October 4, 2022, the Company's Board approved a change in Dorman’s fiscal year end from the last Saturday in December of each year to December 31 of each year, to commence with the fiscal year ending on December 31, 2022.
Principles of Consolidation. The Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents. We consider all highly liquid short-term investments with original maturities of three months or less to be cash equivalents.
Sales of Accounts Receivable. We have entered into several customer-sponsored programs administered by unrelated financial institutions that permit us to sell certain accounts receivable at discounted rates to the financial institutions. Transactions under these programs were accounted for as sales of accounts receivable and were removed from our Consolidated Balance Sheet at the time of the sales transactions. Sales of accounts receivable under these agreements, and related factoring costs, which were including in selling, general and administrative expenses, were as follows:
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Sales of accounts receivable$949,517 $1,048,671 $935,770 
Factoring costs$50,231 $37,188 $11,704 
Inventories. Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Inventories include the cost of material, freight, direct labor and overhead utilized in the processing of our products. We provide reserves for discontinued and excess inventory based upon historical demand, forecasted usage, estimated customer requirements and product line updates.
Property, Plant and Equipment. Property, plant and equipment are recorded at cost and depreciated over the estimated useful lives, which range from 1 to 39 years, using the straight-line method for financial statement reporting purposes and accelerated methods for income tax purposes. The costs of maintenance and repairs are expensed as incurred. Renewals and betterments are capitalized. Gains and losses on disposals are included in operating results.
Estimated useful lives by major asset category are as follows:
Buildings and building improvements
10 to 39 years
Machinery, equipment and tooling
3 to 10 years
Software and computer equipment
3 to 10 years
Furniture, fixtures and leasehold improvements
1 to 39 years
Long-Lived Assets Including Goodwill and Other Acquired Intangible Assets. Long-lived assets, including property, plant, and equipment and amortizable identifiable intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The impairment review is a two-step process. First, recoverability is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount exceeds the estimated undiscounted future cash flows, the second step of the impairment test is performed, and an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. The assets and liabilities of a disposal group classified as held for sale would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated.
Goodwill is reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of the goodwill may be impaired. For the annual test, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount (“Step 0”). If through the Step 0 test we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount or if the Company elects to not perform Step 0), then we would perform a quantitative test (“Step 1”) to determine whether an impairment charge was necessary. During fiscal 2023, we elected to perform a Step 1 test of our goodwill for the dual purpose of assessing goodwill for impairment and reallocating goodwill to reporting units, using a representative fair value allocation, as part of reorganizing our reporting structure. See Note 8, "Segment Information" for additional information on the reorganization of our reporting structure. During fiscal 2022, we assessed the qualitative factors which could affect the fair values of our reporting units. For both fiscal 2023 and fiscal 2022, we determined that it was not more likely than not that the fair value of our reporting units were less than their carrying amounts.
Purchase Accounting. The purchase price of an acquired business is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based upon their respective fair market values, with the excess recorded as goodwill. Such fair market value assessments require judgments and estimates which may change over time and may cause the final amounts to differ materially from their original estimates. These adjustments to fair value assessments are recorded to goodwill over the purchase price allocation period which cannot exceed 12 months from the date of acquisition.
Other Assets. Other assets include primarily long-term core inventory, deposits, and equity method investments.
Certain products we sell contain parts that can be recycled, or as more commonly referred to in our industry, remanufactured. We refer to these parts as cores. A used core is remanufactured and sold to the customer as a replacement for a unit inside a vehicle. Customers and end-users that purchase remanufactured products will generally return the used core to us, which we then use in the remanufacturing process to make another finished good. Our core inventory consists of used cores purchased and held in our facilities, used cores that are in the process of being returned from our customers and end-users, and remanufactured cores held in finished goods inventory at our facilities. Our products that utilize a core primarily include instrument clusters, hybrid batteries, radios, and climate control modules.
Long-term core inventory was $20.0 million and $19.8 million as of December 31, 2023 and December 31, 2022, respectively. Long-term core inventory is recorded at the lower of cost or net realizable value. Cost is determined based on actual purchases of core inventory. We believe that the most appropriate classification of core inventory is a long-term asset. According to guidance provided under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification, current assets are defined as “assets or resources commonly identified as those which are reasonably expected to be realized in cash or sold or consumed during the normal operating cycle of the business.” The determination of the long-term classification is based on our view that the value of the cores is not expected to be consumed or realized in cash during our normal annual operating cycle.
We have investments that we account for according to the equity method of accounting. The total book value of these investments was $10.8 million and $9.4 million at December 31, 2023 and December 31, 2022,
respectively. These investments provided $5.7 million, $5.5 million and $4.6 million of income during fiscal 2023, fiscal 2022, and fiscal 2021, respectively, and were included in the Light Duty segment income from operations. Additionally, we have an investment that we account for according to the cost method of accounting. The carrying book value of this investment was $5.0 million as of both December 31, 2023 and December 31, 2022.
Other Accrued Liabilities. Other accrued liabilities include primarily accrued commissions, accrued income taxes, insurance liabilities, and other current liabilities.
Revenue Recognition and Accrued Customer Rebates and Returns. Revenue is recognized from product sales when goods are shipped, title and risk of loss and control have been transferred to the customer and collection is reasonably assured. We record estimates for cash discounts, defective and slow-moving product returns, promotional rebates, core return deposits, and other discounts in the period of the sale ("Customer Credits"). The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are shown as an increase of accrued customer rebates and returns, which is included in current liabilities. Customer Credits are estimated based on contractual provisions, historical experience, and our assessment of current market conditions. Actual Customer Credits have not differed materially from estimated amounts. Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold.
As noted above, Customer Credits include core return deposits which are an estimate of the amount we believe we will refund to our customers when used cores are returned to us. The price we invoice to customers for remanufactured cores contains both the amount we charge to remanufacture the part and a deposit for the core. We charge a core deposit to encourage the customer to return the used core to us so that it can be used in our remanufacturing process. We allow our customers up to twenty-four months to return the used core to us. Core return deposits are reserved based on the expected deposits to be issued to customers based on historical returns.
Research and Development. Research and development costs are expensed as incurred. Research and development costs totaling $32.3 million, $24.8 million and $23.1 million have been recorded in selling, general and administrative expenses in the Consolidated Statements of Operations for fiscal 2023, fiscal 2022, and fiscal 2021, respectively.
Stock-Based Compensation. At December 31, 2023, we had awards outstanding under a stock-based employee compensation plan, which is described more fully in Note 13, "Capital Stock." We record compensation expense for all awards granted. The value of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) issued was based on the fair value of our common stock on the grant date. The fair value of performance-based RSUs, for which the performance measure is total shareholder return, is determined using a Monte Carlo simulation model. The fair value of stock options granted is determined using the Black-Scholes option valuation model on the grant date.
Income Taxes. We follow the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the enacted tax rate expected to be in effect when taxes are paid or recovered.
Unrecognized income tax benefits represent income tax positions taken on income tax returns that have not been recognized in the consolidated financial statements. The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, we accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the Consolidated Statements of Operations.
Concentrations of Risk. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. All cash equivalents are managed within
established guidelines that limit the amount that may be invested with one issuer. A significant percentage of our accounts receivable have been, and will continue to be, concentrated among a relatively small number of automotive retailers and warehouse distributors in the United States. Our 4 largest customers accounted for 74% and 69% of net accounts receivable as of December 31, 2023 and December 31, 2022, respectively. We continually monitor the credit terms and credit limits for these and other customers.
In fiscal 2023 and fiscal 2022, approximately 70% and 64%, respectively, of our products were purchased from suppliers in a variety of non-U.S. countries, with the largest portion of our overseas purchases being made in China.
Fair Value Disclosures. The carrying value of financial instruments such as cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities approximate their fair value based on the short-term nature of these instruments. The carrying value of our long-term debt approximates its fair value because it bears interest at a rate indexed to a market rate (Term SOFR). Additionally, the fair value of assets acquired and liabilities assumed are determined at the date of acquisition. Contingent consideration associated with an acquisition is recorded at fair value at the acquisition date and is adjusted to fair value at each reporting period.

Recent Accounting Pronouncements. In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures. The ASU requires additional disclosures about reportable segments’ significant expenses on an interim and annual basis. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The ASU expands disclosures in the income tax rate reconciliations table and cash taxes paid and is effective for annual periods beginning after December 15, 2024.
We expect to implement these new standards by their effective dates, and do not expect their adoption to have an impact on our results of operations, financial condition or cash flows.
v3.24.0.1
Business Acquisitions and Investments
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Business Acquisitions and Investments Business Acquisitions and Investments
Super ATV, LLC (“SuperATV”)
On October 4, 2022, Dorman acquired 100% of the issued and outstanding equity interests of SuperATV (the “Transaction”), for aggregate consideration of $509.8 million (net of $6.8 million cash acquired), plus a potential earn-out payment to the sellers of SuperATV not to exceed $100 million in the aggregate, subject to the achievement by SuperATV of certain revenue and gross margin targets in the years ended December 31, 2023 and December 31, 2024. See Note 11, "Commitments and Contingencies," for additional information on contingent consideration associated with the Transaction. In the year ended December 31, 2023, we received $0.3 million in cash as proceeds from the closing net working capital adjustments. SuperATV is a leading independent supplier to the powersports aftermarket with a family of highly respected brands spanning functional accessories and upgrades, as well as replacement parts for specialty vehicles.
The Transaction was funded in cash through the refinancing of our existing credit facility discussed further in Note 7, "Long-Term Debt."
The Transaction was accounted for as a business combination under the acquisition method of accounting. We have allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. Our purchase price allocation for SuperATV assets acquired and liabilities assumed was complete as of September 30, 2023.
The table below details the fair values of the assets acquired and the liabilities assumed at the acquisition date:
(in thousands)
Accounts receivable$3,317 
Inventories90,428 
Prepaids and other current assets5,293 
Property, plant and equipment23,776 
Goodwill247,474 
Identifiable intangible assets157,500 
Operating lease right-of-use assets11,661 
Other Assets3,001 
Accounts payable(7,436)
Accrued compensation(2,086)
Accrued customer rebates and returns(1,609)
Other current liabilities(8,726)
Long-term operating lease liabilities(9,508)
Other long-term liabilities(3,307)
Net cash consideration509,778 
The valuation of the intangible assets acquired, and related amortization periods are as follows:
(in thousands)Fair ValueAmortization Period (in years)
Product portfolio82,500 15
Trade names48,400 20
Customer relationships26,600 15
Total$157,500  
The fair values assigned to the product portfolio and customer relationships were estimated by discounting expected cash flows based on the multi-period excess earnings valuation methodology, and the trade names were estimated by discounting expected cash flows based on the relief from royalty methodology. The product portfolio valuation method relies on various management judgments, including expected future cash flows resulting from the product portfolio, technology obsolescence rates, contributory effects of other assets utilized in the business, discount rates and other factors. The trade names valuation method relies on various management judgments, including royalty rates, discount rates and other factors. The customer relationship valuation method relies on various management judgments, including expected future cash flows resulting from existing customer relationships, customer attrition rates, contributory effects of other assets utilized in the business, discount rates, and other factors.
As of December 31, 2023, the total amount of goodwill resulting from the SuperATV acquisition that is expected to be deductible for tax purposes is estimated at $400.5 million.
The financial results of the Transaction have been included in the consolidated financial statements from the date of acquisition. The net sales and net income of SuperATV included in the consolidated financial statements for the fiscal year ended December 31, 2022 were $49.6 million and $2.3 million, respectively.
The unaudited pro forma information for the periods set forth below gives effect to the Transaction as if it had occurred as of December 26, 2020, the beginning of the fiscal 2021 period.
The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time.
For the Year Ended
(in thousands, except per share data, unaudited)December 31, 2022December 25, 2021
Net sales$1,888,379 $1,556,360 
Net income$130,375 $143,419 
Diluted earnings per share$4.13 $4.49 
The fiscal 2022 unaudited pro forma net income set forth above was adjusted to exclude the impact of acquisition date fair value adjustments to inventory, and to also remove acquisition-related transaction costs. The 2021 unaudited pro forma net income was adjusted to include the impact of these items.
DPL Holding Corporation (“Dayton Parts”)
On August 10, 2021, we acquired 100% of the equity interests of Dayton Parts, a manufacturer of chassis and other parts designed to serve the heavy-duty vehicle sector of the aftermarket for a purchase price of $344.9 million in cash (net of $8.8 million of acquired cash), after certain customary post-acquisition purchase price adjustments.
The acquisition was funded by cash on hand as well as through the refinancing of our revolving credit facility discussed further in Note 7, "Long-Term Debt."
The transaction was accounted for as a business combination under the acquisition method of accounting. We have allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.
During the year ended December 25, 2021, we recorded measurement and period adjustments of approximately $2.1 million to decrease goodwill, $0.6 million to decrease the purchase price due to customary net working capital adjustments, $0.1 million to increase other current liabilities, and $1.6 million to decrease deferred tax liabilities. Our measurement period adjustments for Dayton Parts were complete as of December 25, 2021.
The table below details the fair values of the assets acquired and the liabilities assumed at the acquisition date, including applicable measurement period adjustments:
(in thousands)
Accounts receivable$23,216 
Inventories79,625 
Prepaids and other current assets2,302 
Property, plant and equipment29,900 
Goodwill106,816 
Identifiable intangible assets160,400 
Operating lease right-of-use assets21,248 
Other assets848 
Accounts payable(11,970)
Accrued compensation(2,784)
Other current liabilities(7,604)
Long-term operating lease liabilities(18,444)
Deferred tax liabilities(38,665)
Net cash consideration$344,888 
The estimated valuation of the intangible assets acquired, and related amortization periods are as follows:
(in thousands)Fair ValueAmortization Period (in years)
Customer relationships$124,100 20
Product portfolio25,300 20
Trade names11,000 10
Total$160,400  
The fair values assigned to intangible assets were estimated by discounting expected cash flows based on the relief from royalty and multi-period excess earnings valuation methodologies. These valuation methods rely on management judgment, including expected future cash flows resulting from existing customer relationships, customer attrition rates, contributory effects of other assets utilized in the business, royalty rates and other factors.
The goodwill recognized is attributable primarily to strategic and synergistic opportunities related to the Company’s and Dayton Parts’ existing automotive aftermarket businesses, the assembled workforce of Dayton Parts and other factors. The goodwill is not expected to be deductible for tax purposes.
The financial results of the acquisition have been included in the consolidated financial statements from the date of acquisition. The net sales and net income of Dayton Parts included in the consolidated financial statements for the fiscal year ended December 25, 2021 were $78.0 million and $0.0 million, respectively.
The unaudited pro forma information for the periods set forth below gives effect to the Dayton Parts acquisition as if it had occurred as of December 28, 2019, the beginning of the fiscal 2020 period.
The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time.
For the Year Ended
(in thousands, except per share data, unaudited)December 25, 2021
Net sales$1,468,415 
Net income$147,090 
Diluted earnings per share$4.60 
The fiscal 2021 unaudited pro forma net income set forth above was adjusted to exclude the impact of acquisition date fair value adjustments to inventory, and to also remove acquisition-related transaction costs.
v3.24.0.1
Inventories
 12 Months Ended
Dec. 31, 2023
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories were as follows:
(in thousands)December 31, 2023December 31, 2022
Raw materials$29,750 $34,267 
Bulk product211,805 234,871 
Finished product387,668 478,032 
Packaging materials8,152 8,731 
Total$637,375 $755,901 
v3.24.0.1
Property, Plant and Equipment
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Property, Plant and Equipment
Property, plant and equipment include the following:
(in thousands)December 31, 2023December 31, 2022
Buildings$62,434 $59,980 
Machinery, equipment and tooling208,086 184,184 
Furniture, fixtures and leasehold improvements17,083 12,225 
Software and computer equipment113,148 100,814 
Total400,751 357,203 
Less-accumulated depreciation and amortization(240,638)(208,726)
Property, plant and equipment, net$160,113 $148,477 
Depreciation and amortization expenses associated with property, plant, and equipment were $31.9 million, $28.6 million, and $26.3 million in fiscal 2023, fiscal 2022, and fiscal 2021, respectively.
v3.24.0.1
Leases
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Leases Leases
We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of the asset and to obtain substantially all of the economic benefit from its use. We have operating leases for distribution centers, sales offices and certain warehouse and office equipment. Our operating leases have remaining lease terms of 1 to 10 years, many of which include one or more renewal options. We consider these renewal options in determining the lease term used to establish our right-of-use assets and lease liabilities when it is determined that it is reasonably certain that the renewal option will be exercised. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year. Some of our operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation.
Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, our incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. The incremental borrowing rate is not commonly quoted and is derived through a combination of inputs including our credit rating and the impact of full collateralization. The incremental borrowing rate is based on our collateralized borrowing capabilities over a similar term to the lease payments. We utilized the consolidated group borrowing rate for all leases as we operate a centralized treasury operation. Operating lease payments are recognized on a straight-line basis over the lease term. We had no material finance leases as of December 31, 2023 or December 31, 2022.
Practical Expedients and Accounting Policy Elections
We have made certain accounting policy elections and are using certain practical expedients permitted under GAAP, as follows:
•Include both lease and non-lease components as a single lease component, as non-lease components of contracts have not historically been material.
•Account for leases with terms of one year or less as short-term leases and, as such, are not included in the right-of-use assets or lease liabilities.
As of December 31, 2023 and December 31, 2022 there were no material variable lease costs or sublease income. Cash paid for operating leases was $21.2 million, $16.8 million and $9.2 million during fiscal
2023, fiscal 2022 and fiscal 2021, respectively, which are classified in operating activities on the Consolidated Statements of Cash Flows. The following table summarizes the lease expense:
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Operating lease expense$21,747 $17,340 $9,549 
Short-term lease expense7,169 5,838 3,172 
Total lease expense$28,916 $23,178 $12,721 
Supplemental balance sheet information related to our operating leases is as follows:
(in thousands)December 31, 2023December 31, 2022
Operating lease right-of-use assets$103,476 $109,977 
Other accrued liabilities$16,917 $15,912 
Long-term operating lease liabilities91,262 98,221 
Total operating lease liabilities$108,179 $114,133 
Weighted average remaining lease term (years)6.857.76
Weighted average discount rate4.20 %3.91 %
The following table summarizes the maturities of our lease liabilities for all operating leases as of December 31, 2023:
(in thousands)December 31, 2023
2024$21,061 
202519,785 
202619,659 
202717,802 
202811,705 
Thereafter34,003 
Total lease payments124,015 
Less: Imputed interest(15,836)
Present value of lease liabilities$108,179 
v3.24.0.1
Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill
Goodwill included the following:
(in thousands)Light DutyHeavy DutySpecialty VehicleConsolidated
Balance at December 25, 2021$— $— $— $197,332 
Goodwill acquired— — — 247,247 
Foreign currency translation— — — (1,544)
Balance at December 31, 2022— — — 443,035 
Measurement period adjustments— — — 233 
Reporting structure reorganization (see Note 8)313,704 56,637 72,309 — 
Foreign currency translation— — — 621 
Balance at December 31, 2023$313,704 $56,637 $72,309 $443,889 
Intangible Assets
Intangible assets, subject to amortization, included the following:
December 31, 2023December 31, 2022
Intangible assets subject to amortizationWeighted Average Amortization Period (years)Gross Carrying ValueAccumulated AmortizationNet Carrying ValueGross Carrying ValueAccumulated AmortizationNet Carrying Value
(dollars in thousands)
Customer relationships16.2$175,430 $31,678 $143,752 $175,430 $21,643 $153,787 
Trade names14.967,690 10,676 57,014 67,690 6,370 61,320 
Product Portfolio14.6107,800 9,720 98,080 107,800 2,953 104,847 
Technology4.72,167 1,069 1,098 2,167 820 1,347 
Patents and Other6.62,230 618 1,612 1,430 322 1,108 
Total$355,317 $53,761 $301,556 $354,517 $32,108 $322,409 
Amortization expense associated with intangible assets was $22.1 million, $14.2 million and $6.5 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively. The estimated future amortization expense for intangible assets as of December 31, 2023, is summarized as follows:
(in thousands)
2024$22,131 
202521,998 
202620,867 
202720,178 
202820,004 
Thereafter196,378 
Total$301,556 
v3.24.0.1
Long-Term Debt
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
On August 10, 2021, in connection with the acquisition of Dayton Parts, we entered into a new credit agreement that provided for a $600 million revolving credit facility, including a letter of credit sub-facility of up to $60 million (the “2021 Facility”). The 2021 Facility replaced our previous $100 million revolving credit facility. The 2021 Facility was scheduled to mature on August 10, 2026 and was guaranteed by the Company’s material domestic subsidiaries (together with the Company, the “Credit Parties”) and was supported by a security interest in substantially all of the Credit Parties’ personal property and assets, subject to certain exceptions.
In connection with the acquisition of SuperATV, we amended and restated the 2021 Facility (as amended and restated, the “New Facility”) by and among us, the lenders from time to time party thereto, and the administrative agent. In addition to including the existing $600.0 million revolving facility, the New Facility includes a $500.0 million term loan, which was used to fund the SuperATV acquisition. The New Facility (including the revolving portion of the New Facility) matures on October 4, 2027, is guaranteed by the Credit Parties and is supported by a security interest in substantially all of the Credit Parties’ personal property and assets, subject to certain exceptions.
Borrowings under the New Facility bear interest at a rate per annum equal to, at our option, either a term Secured Overnight Financing Rate (“Term SOFR”) (subject to a 0.00% floor) or a base rate (as defined in the New Facility), in each case plus an applicable margin of, initially (i) in the case of Term SOFR loans, 1.50% or (ii) in the case of base rate loans, 0.50%. The applicable margin for (i) base rate loans ranges from 0.000% to 1.000% per annum and (ii) for Term SOFR loans ranges from 1.000% to 2.000% per annum, in each case, based on the Total Net Leverage Ratio (as defined in the New Facility). The commitment fee under the New Facility is initially equal to 0.20% and thereafter ranges from 0.125% to 0.250% based on the Total Net Leverage Ratio (as defined in the New Facility). As of December 31, 2023, the interest rate on the outstanding borrowings under the New Facility was 6.96% and the commitment fee was 0.15%.
The term loan portion of the New Facility contains mandatory repayment provisions that require quarterly principal amortization payments on the term loan equal to a defined percentage of the initial borrowing amount of $500.0 million as follows, with the balance payable upon maturity in October 2027:
Fiscal Quarter EndingPrincipal Amortization Payment Percentage
December 31, 2022 through September 24, 20240.625
December 31, 2024 through September 30, 20251.25
December 31, 2025 through September 30, 20271.875
The New Facility contains affirmative and negative covenants, including, but not limited to, covenants regarding capital expenditures, share repurchases, and financial covenants related to the ratio of consolidated interest expense to consolidated EBITDA and the ratio of total net indebtedness to consolidated EBITDA, each as defined by the New Facility. As of December 31, 2023, we were not in default of the covenants contained in the New Facility.
v3.24.0.1
Segment Information
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Segment Information Segment Information
Effective beginning the fourth quarter of 2023, the Company reorganized its management and reporting into three segments: Light Duty, Heavy Duty and Specialty Vehicle. These segments realign our business along the three sectors of the motor vehicle aftermarket in which we operate and help support the continued growth of the Company following several acquisitions. The Light Duty segment designs and markets replacement parts and fasteners primarily for passenger cars and light-duty trucks with sales to retailers and wholesale distributors who primarily serve passenger car and light-duty truck customers. The Heavy Duty segment designs and markets replacement parts primarily for medium- and heavy-duty vehicles with sales to independent distributors, independent component specialists and rebuilders, and auto parts stores who focus on the heavy-duty market. The Specialty Vehicle segment designs, markets and manufactures aftermarket parts and accessories for the powersports market with sales through direct-to-consumer, dealers and installers.
We measure segment profit based on income from operations excluding acquisition-related intangible assets amortization, acquisition-related transaction and other costs, and other special charges. Segment assets consist of inventories, accounts receivable, and property, plant and equipment, net. Intersegment sales are not material.
Segment results are as follows:
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Net Sales:
Light Duty$1,462,474 $1,425,892 $1,247,465 
Heavy Duty256,913 258,215 97,784 
Specialty Vehicle210,401 49,642 — 
Total$1,929,788 $1,733,749 $1,345,249 
Income from operations:
Light Duty187,159 169,579 182,020 
Heavy Duty14,505 29,738 10,942 
Specialty Vehicle31,618 8,537 — 
Total$233,282 $207,854 $192,962 
Depreciation:
Light Duty$25,239 $25,062 $25,296 
Heavy Duty3,239 2,772 1,034 
Specialty Vehicle3,420 798 — 
Total$31,898 $28,632 $26,330 
Capital Expenditures:
Light Duty$33,445 $31,682 $19,016 
Heavy Duty3,581 4,769 824 
Specialty Vehicle6,942 1,432 — 
Total$43,968 $37,883 $19,840 
Segment Assets:
Light Duty$1,083,347 $1,047,987 $988,371 
Heavy Duty162,583 177,557 131,245 
Specialty Vehicle78,424 106,219 — 
Total$1,324,354 $1,331,763 $1,119,616 
A reconciliation of segment adjusted operating income to consolidated income before taxes is as follows:
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Segment income from operations$233,282 $207,854 $192,962 
Acquisition-related intangible assets amortization(21,817)(14,070)(6,340)
Acquisition-related transaction and other costs(15,373)(22,736)(15,071)
Fair value adjustment to contingent consideration20,469 — — 
Executive transition services expenses(1,801)— — 
Interest expense, net(48,061)(15,582)(2,162)
Other income, net1,804 735 377 
Consolidated income before income taxes$168,503 $156,201 $169,766 
A reconciliation of segment assets to consolidated assets is as follows:
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Segment assets$1,324,354 $1,331,763 $1,119,616 
Other current assets69,468 85,834 71,830 
Other non-current assets898,585 924,189 481,673 
Consolidated assets$2,292,407 $2,341,786 $1,673,119 
v3.24.0.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Prior to December 1, 2023, we leased our Colmar, PA facility from an entity in which Steven L. Berman, our Non-Executive Chairman, and certain of his family members are owners. On December 1, 2023, the Colmar facility was sold to a third party, subject to our lease. We also lease a portion of our Lewisberry, PA facility from an entity in which Mr. Berman, and certain of his family members are owners. Each lease is a non-cancelable operating lease and expires December 31, 2027. Total rental payments to those entities under these lease arrangements were $2.9 million, $2.5 million, and $2.3 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively.
During fiscal 2023 and for the period subsequent to our acquisition of Super ATV in fiscal 2022, we leased our facilities in Madison, IN and Shreveport, LA, from entities in which Lindsay Hunt, our President and Chief Executive Officer, Specialty Vehicles, and certain of her family members are owners. Each lease is a non-cancelable operating lease. Total rental payments to those entities under these lease arrangements were $2.6 million in fiscal 2023 and $0.5 million in fiscal 2022. The leases for our operating facilities in Madison, IN and Shreveport, LA were renewed in October 2022 in connection with the acquisition of SuperATV and will expire on October 31, 2027.
During fiscal 2023 and for the period subsequent to our acquisition of SuperATV in fiscal 2022, we had a warehouse storage and services agreement with a counterparty that is majority-owned by a family member of Ms. Lindsay Hunt, our President and Chief Executive Officer, Specialty Vehicle. The agreement provides for indoor storage space and material handling services at agreed-upon rates. Total payments under the arrangement were $0.2 million in fiscal 2023 and less than $0.1 million in fiscal 2022. The agreement was signed in October 2020 and expired in October 2023, but was extended on a month-to-month basis.
We are a partner in a joint venture with one of our suppliers and own a minority interest in two other suppliers. Purchases from these companies were $22.7 million, $24.9 million and $18.9 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively.
v3.24.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The components of the income tax provision (benefit) are as follows:
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Current:
Federal$34,600 $31,683 $43,374 
State5,602 7,141 5,755 
Foreign2,002 1,708 1,075 
42,204 40,532 50,204 
Deferred:   
Federal(1,936)(4,003)(9,609)
State(338)(1,022)(1,368)
Foreign(686)(855)(993)
(2,960)(5,880)(11,970)
Total$39,244 $34,652 $38,234 
The following is a reconciliation of income taxes at the statutory tax rate to the Company's effective tax rate:
For the Year Ended
December 31, 2023December 31, 2022December 25, 2021
Federal taxes at statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal tax benefit2.6 2.7 2.1 
Research and development tax credit(0.7)(0.7)(0.4)
Federal permanent items0.3 (0.2)— 
Effect of foreign operations0.3 — (0.2)
Other(0.2)(0.6)— 
Effective tax rate23.3 %22.2 %22.5 %
At December 31, 2023, we had $4.5 million of unrecognized tax benefits, all of which would affect our effective tax rate if recognized.
The following table summarizes the change in unrecognized tax benefits for the three years ended December 31, 2023:
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Balance at beginning of year$3,856 $1,204 $1,060 
Reductions due to lapses in statutes of limitations(716)(139)— 
Reductions due to tax positions settled— — — 
Additions related to positions taken during a prior period— 2,136 — 
Reductions due to reversals of prior year positions— — (30)
Additions based on tax positions taken during the current period1,399 655 174 
Balance at end of year4,539 3,856 1,204 
We recognize interest and penalties related to unrecognized tax benefits in income tax expense. As of December 31, 2023, accrued interest and penalties related to unrecognized tax benefits were immaterial. The Company does not anticipate material changes in the amount of unrecognized income tax benefits over the next year.
Deferred income taxes result from timing differences in the recognition of revenue and expense between tax and financial statement purposes. The sources of temporary differences are as follows:
(in thousands)December 31, 2023December 31, 2022
Assets:
Inventories$17,829 $13,662 
Accounts receivable20,472 20,446 
Operating lease liability26,261 24,904 
Accrued expenses19,265 12,526 
Net operating losses289 1,285 
Foreign tax credits469 469 
State tax credits379 403 
Capital loss carryforward478 481 
Total deferred tax assets85,442 74,176 
Valuation allowance(1,354)(1,377)
Net deferred tax assets84,088 72,799 
Liabilities:  
Depreciation16,481 18,132 
Goodwill and intangible assets49,798 41,693 
Operating lease right of use asset25,142 23,924 
Other1,592 876 
Gross deferred tax liabilities93,013 84,625 
Net deferred tax (liabilities) assets$(8,925)$(11,826)
A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. When determining the amount of net deferred tax assets that are more likely than not to be realized, the Company assesses all positive and negative evidence. This evidence includes, but is not limited to, prior earnings history, expected future earnings, carryback and carryforward periods and the feasibility of ongoing tax strategies that could potentially enhance the likelihood of the realization of the deferred tax asset. Management has determined it was necessary to establish a valuation allowance against the foreign tax credits, various state tax credits and a capital loss carryforward.
Based on our history of taxable income and our projection of future earnings, we believe that it is more likely than not that sufficient taxable income will be generated in the foreseeable future to realize the remaining net deferred tax assets.
During 2023, we reduced the valuation allowance against the deferred tax assets noted above by an immaterial amount.
As of December 31, 2023, the Company has tax-effected net operating loss carryforwards of $0.2 million and $0.1 million for U.S. federal and state jurisdictions, respectively. Tax-effected federal net operating losses of $0.1 million begin to expire in 2036. The remaining federal net operating losses do not expire. The state net operating loss carryforwards expire in various years starting in 2037.
We file income tax returns in the United States, Canada, China, India, and Mexico. The statute of limitations for tax years before 2020 is closed for U.S. federal income tax purposes. The statute of limitations for tax years before 2017 is closed for the states in which we file. The statute of limitations for tax years before 2020 is closed for income tax purposes in Canada, China, and India. The statute of limitations for tax years before 2018 is closed for income tax purposes in Mexico.
v3.24.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Shareholders’ Agreement. A shareholders’ agreement was entered into in September 1990 and amended and restated on July 1, 2006. Under the agreement, each of the late Richard Berman, Steven Berman,
Jordan Berman, Marc Berman, Fred Berman, Deanna Berman and additional shareholders named in the agreement has, among other things, granted the others of them rights of first refusal, exercisable on a pro-rata basis or in such other proportions as the exercising shareholders may agree, to purchase shares of our common stock which any of them, or upon their deaths their respective estates, proposes to sell to third parties. We have agreed with these shareholders that, upon their deaths, to the extent that any of their shares are not purchased by any of these surviving shareholders and may not be sold without registration under the Securities Act of 1933, as amended (the "1933 Act"), we will use our best efforts to cause those shares to be registered under the 1933 Act. The expenses of any such registration will be borne by the estate of the deceased shareholder. The additional shareholders that are a party to the agreement are trusts affiliated with the late Richard Berman, Steven Berman, Jordan Berman, Marc Berman or Fred Berman, or each person’s respective spouse or children.
Acquisitions. We have contingent consideration related to an acquisition due to the uncertainty of the ultimate amount of any payments that will become due as earnout payments if performance targets are achieved. If the remaining performance targets for the acquisition are fully achieved, the maximum additional contingent payments to be made under the transaction documents would be $102.0 million in the aggregate.
As of December 31, 2023 and December 31, 2022, we accrued $0.0 million and $20.0 million, respectively, representing the fair value of the estimated payments that we expect could become due in connection with the transaction. For the year ended December 31, 2023, we recorded a net decrease of $20.0 million to the contingent consideration liability, comprising a $20.5 million decrease in fair value based on the modeling of a range of performance outcomes relative to the achievement of targets established in the purchase agreement, partially offset by $0.5 million of accretion on the liability resulting from the passage of time. The net benefit was included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.
For the year ended December 31, 2022, we recorded a charge of $1.8 million in connection with earnout provisions under a prior acquisition, with the charge included in Selling, General and Administration expenses. During the year ended December 31, 2022, we paid $1.8 million to fully settle this earnout provision associated with the prior acquisition.
Other Contingencies. We are a party to or otherwise involved in legal proceedings that arise in the ordinary course of business, such as various claims and legal actions involving contracts, employment claims, competitive practices, intellectual property infringement, product liability claims and other matters arising out of the conduct of our business. In the opinion of management, none of the actions, individually or in the aggregate, taking into account relevant insurance coverage, would likely have a material financial impact on the Company and we believe the range of reasonably possible losses from current matters, taking into account relevant insurance coverage, is immaterial. However, legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of any of these matters could have a material adverse impact on the Company’s cash flows, financial position and results of operations in the period in which any such effects are recorded.
v3.24.0.1
Revenue Recognition
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Revenue Recognition Revenue Recognition
Our primary source of revenue is from contracts with and purchase orders from customers. In most instances, our contract with a customer is the customer’s purchase order. Upon acceptance of the purchase order, a contract exists with a customer as a sales agreement indicates the approval and commitment of the parties, identifies the rights of both parties, identifies the payment terms, and has commercial substance. At this point, we believe it is probable that we will collect the consideration to which we will be entitled in exchange for the goods transferred to the customer.
For certain customers, we may also enter into a sales agreement that outlines pricing considerations as well as the framework of terms and conditions which apply to future purchase orders for that customer. In these situations, our contract with the customer is both the sales agreement as well as the specific customer purchase order. As our contract with a customer is typically for a single transaction or customer purchase order, the duration of the contract is typically one year or less. As a result, we have elected to apply certain practical expedients and omit certain disclosures of remaining performance obligations for contracts that have an initial term of one year or less as permitted by GAAP.
Revenue is recognized from product sales when goods are shipped, title and risk of loss and control have been transferred to the customer, and collection is reasonably assured. We estimate the transaction price at the inception of a contract or upon fulfilling a purchase order, including any variable consideration, and will update the estimate for changes in circumstances.
We record estimates for cash discounts, defective and slow-moving product returns, promotional rebates, core return deposits and other discounts in the period the related product revenue is recognized (“Customer Credits”). The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are shown as an increase in accrued customer rebates and returns. Customer Credits are estimated based on contractual provisions, historical experience, and our assessment of current market conditions. Actual Customer Credits have not differed materially from estimated amounts for each period presented. Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold. We have concluded that our estimates of variable consideration are not constrained according to the definition in the standard.
All of our revenue was recognized under the point of time approach during fiscal 2023, fiscal 2022 and fiscal 2021. Also, we do not have significant financing arrangements with our customers. Our credit terms are all less than one year. Lastly, we do not receive noncash consideration (such as materials or equipment) from our customers to facilitate the fulfillment of our contracts.
Practical Expedients and Accounting Policy Elections
We have made certain accounting policy elections and are using certain practical expedients permitted under GAAP, as follows:
•Do not adjust the promised amount of consideration for the effects of a significant financing component as we expect, at contract inception, that the period between when we transfer a promised good or service to the customer and when the customer pays for that good or service will be one year or less.
•Expense costs to obtain a contract as incurred when the expected period of benefit, and therefore the amortization period, is one year or less.
•Exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity for a customer, including sales, use, value-added, excise and various other taxes.
•Account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment activity rather than a separate performance obligation.
Disaggregated Revenue
For disaggregation of net sales by operating segments, refer to Note 8, "Segment Information", to the Consolidated Financial Statements.
The following table presents our disaggregated net sales by geography.
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Net Sales to U.S. Customers$1,772,092 $1,606,472 $1,269,050 
Net Sales to Non-U.S. Customers157,696 127,277 76,199 
Net Sales$1,929,788 $1,733,749 $1,345,249 
During fiscal 2023, fiscal 2022, and fiscal 2021, three customers each accounted for more than 10% of net sales and in the aggregate accounted for 44%, 49% and 54% of net sales in fiscal 2023, fiscal 2022, and fiscal 2021, respectively. Sales to these three customers are included in the Light Duty segment operating income.
v3.24.0.1
Capital Stock
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Capital Stock Capital Stock
Controlling Interest by Officers, Directors and Family Members. As of December 31, 2023 and December 31, 2022, Steven Berman, the Non-Executive Chairman of the Company, and members of his family beneficially owned approximately 16% of the outstanding shares of our common stock, and could influence matters requiring approval of shareholders, including the election of the Board of Directors and the approval of significant transactions.
Undesignated Stock. We have 50,000,000 shares authorized of undesignated capital stock for future issuance. The designation, rights and preferences of such shares will be determined by our Board of Directors.
Incentive Stock Plan. Prior to May 16, 2018, we issued stock compensation grants under our 2008 Stock Option and Stock Incentive Plan. On May 16, 2018, our shareholders approved our 2018 Stock Option and Stock Incentive Plan (the “2018 Plan” or the “Plan”), which supersedes our 2008 Stock Option and Stock Incentive Plan. All future stock compensation grants will be issued under the 2018 Plan. Under the terms of the Plan, our Board of Directors may grant up to 1,200,000 shares of common stock in the form of shares of restricted stock, restricted stock units, stock appreciation rights and stock options, or combinations thereof, to officers, directors, employees, consultants and advisors. Grants under the Plan must be made within ten years of the date the Plan was approved. Stock options are exercisable upon the terms set forth in each grant agreement approved by the Board of Directors, but in no event more than ten years from the date of grant. Restricted stock and restricted stock units vest in accordance with the terms set forth in each applicable award agreement approved by our Board of Directors. At December 31, 2023, 442,462 shares were available for grant under the Plan.
Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”)
Prior to March 2020, we issued RSAs to certain employees and members of our Board of Directors. Grants were made in the form of time-based RSAs and performance-based RSAs. For all RSAs, we retain the restricted stock, and any dividends paid thereon, until the vesting restrictions have been met. For time-based RSAs, compensation cost is recognized on a straight-line basis over the vesting period and is calculated using the closing price per share of our common stock on the grant date. Compensation cost related to those awards was recognized over the performance period and was calculated using the closing price per share of our common stock on the grant date and an estimate of the probable outcome of the performance conditions as of the reporting date. In 2019, we introduced performance-based RSAs that vest based on our total shareholder return ranking relative to the S&P Mid-Cap 400 Growth Index over a three-year performance period. For those awards, compensation cost is recognized on a straight-line basis over the performance period and is calculated using the simulated fair value per share of our common stock based on the application of a Monte Carlo simulation model. This valuation technique includes estimating the movement of stock prices and the effects of volatility, interest rates and dividends.
We issue RSUs to certain employees and members of our Board of Directors. For time-based RSUs, compensation cost is recognized on a straight-line basis over the vesting period and is calculated using the closing price per share of our common stock on the grant date. For performance-based RSUs tied to total shareholder return, compensation cost is recognized on a straight-line basis over the performance period and is calculated using the simulated fair value per share of our common stock based on the application of a Monte Carlo simulation model as discussed in the paragraph above.
The following table summarizes the weighted average valuation assumptions used to calculate the fair value of total shareholder return performance-based RSUs granted:
For the Year Ended
December 31, 2023December 31, 2022December 25, 2021
Share price$91.28 $96.36 $101.45 
Expected dividend yield0.0 %0.0 %0.0 %
Expected stock price volatility32.8 %38.3 %38.9 %
Risk-free interest rate4.6 %1.6 %0.2 %
Expected life2.8 years2.8 years2.8 years
The share price is the Company’s closing share price as of the valuation date. The risk-free interest rate is based on the U.S. Treasury security with terms equal to the expected time of vesting as of the grant date. The weighted-average grant-date fair value of total shareholder return RSUs granted during fiscal 2023, fiscal 2022, and fiscal 2021 were $113.15, $111.31, and $131.02, respectively.
Compensation cost related to performance-based and time-based RSAs and RSUs was $9.1 million, $7.2 million and $6.1 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively, and was included in selling, general and administrative expenses in the Consolidated Statements of Operations. No cost was capitalized during fiscal 2023, fiscal 2022 or fiscal 2021.
The following table summarizes our RSA and RSU activity for the three years ended December 31, 2023:
Shares Weighted
Average Fair Value
Balance at December 26, 2020217,735$72.77 
Granted81,694$106.23 
Vested(45,970)$70.62 
Canceled(46,782)$74.85 
Balance at December 25, 2021206,677$85.97 
Granted130,131$96.32 
Vested(55,255)$83.70 
Canceled(42,631)$85.89 
Balance at December 31, 2022238,922$92.07 
Granted112,893$95.34 
Vested(73,169)$80.63 
Canceled(21,092)$85.00 
Balance at December 31, 2023257,554$97.33 
As of December 31, 2023, there was approximately $13.5 million of unrecognized compensation cost related to unvested RSAs and RSUs, which is expected to be recognized over a weighted-average period of approximately 2.0 years.
Cash flows resulting from tax deductions in excess of the tax effect of compensation cost recognized in the financial statements are classified as operating cash flows. The excess tax benefit generated from RSAs and RSUs was immaterial for all periods presented.
Stock Options
We grant stock options to certain employees. We expense the grant-date fair value of stock options as compensation cost over the vesting or performance period. Compensation cost charged against income for stock options was $2.0 million, $1.7 million and $1.3 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively,
and was included in selling, general and administrative expense in the Consolidated Statements of Operations. No cost was capitalized during fiscal 2023, fiscal 2022 or fiscal 2021.
We used the Black-Scholes option valuation model to estimate the fair value of stock options granted. Expected volatility and expected dividend yield are based on the actual historical experience of our common stock. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using historical option exercise data. The risk-free rate is based on the U.S. Treasury security with terms equal to the expected time of exercise as of the grant date.
The following table summarizes the weighted average valuation assumptions used to calculate the fair value of options granted and the associated weighted-average grant-date fair values:
For the Year Ended
December 31, 2023December 31, 2022December 25, 2021
Expected dividend yield0 %0 %0 %
Expected stock price volatility35 %34 %34 %
Risk-free interest rate4.3 %1.8 %0.7 %
Expected life of options5.3 years5.3 years5.3 years
Weighted-average grant-date fair value$35.93 $32.55 $31.68 
The following table summarizes our stock option activity for the three years ended December 31, 2023:
Shares Option Price
per Share		Weighted
Average
Price		Weighted
Average
Remaining
Terms
(years)		Aggregate
Intrinsic
Value (in thousands)
Balance at December 26, 2020250,779
$41.59– $84.93
$70.21 
Granted59,578
$95.98 – $103.61
$101.36 
Exercised(67,504)
$41.59 – $82.94
$70.04 
Canceled(9,457)
$61.68 – $101.45
$79.02 
Balance at December 25, 2021233,396
$61.68 –$103.61
$77.85 
Granted79,749
$83.81 – $111.53
$96.96 
Exercised(32,201)
$61.68 – $83.06
$71.74 
Expired(663)$101.45$101.45 
Canceled(12,162)
$61.68– $101.45
$82.19 
Balance at December 31, 2022268,119
$61.68– $111.53
$84.03 
Granted79,404
$86.63 – $91.28
$91.13 
Exercised(24,297)
$$61.68 – $82.94
$72.33 
Expired(7,488)
$81.91 – $101.45
$91.24 
Canceled(4,521)
$82.94 – $101.45
$88.52  
Balance at December 31, 2023311,217
$61.68 – $111.53
$86.52 5.4$1,697 
Exercisable at 134,348
$61.68 – $111.53
$80.35 4.4$1,243 
As of December 31, 2023, there was approximately $4.0 million of unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 2.6 years.
Cash received from option exercises was $1.2 million, $1.0 million, and $2.5 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively. The tax benefit generated from option exercises was immaterial for all periods presented.
Employee Stock Purchase Plan. Our shareholders approved the Dorman Products, Inc. Employee Stock Purchase Plan (the “ESPP”), which makes available 1,000,000 shares of our common stock for sale to eligible employees. The purpose of the ESPP, which is qualified under Section 423 of the Internal Revenue
Service Code of 1986, as amended, is to encourage stock ownership through payroll deductions and limited cash contributions by our employees. These contributions are used to purchase shares of the Company’s common stock at a 15% discount from the lower of the market price at the beginning or end of the purchase window. Prior to 2021, share purchases under the plan were made twice annually, with the purchase windows being April to September and October to March. In 2021, the decision was made to modify the timing of those two purchase windows to align them with the calendar year. In order to effectuate that alignment, the purchase window beginning in October 2021 was shortened from six months to three months and ended December 2021. Beginning January 2022, the two purchase windows are January to June and July to December. There were 29,650 shares, 25,600 shares and 40,303 shares purchased under this plan during fiscal 2023, fiscal 2022 and fiscal 2021, respectively. Compensation cost under the ESPP plan was $0.4 million, $0.4 million and $0.9 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively. The tax benefit generated from ESPP purchases was immaterial in fiscal 2023, fiscal 2022, and fiscal 2021, respectively.
Common Stock Repurchases. We periodically repurchase, at the then current market price, and cancel common stock issued to the Dorman Products, Inc. 401(k) Plan and Trust (the “401(k) Plan”). 401(k) Plan participants can no longer purchase shares of Dorman common stock as an investment option under the 401(k) Plan. Shares are generally purchased from the 401(k) Plan when participants sell units as permitted by the 401(k) Plan or elect to leave the 401(k) Plan upon retirement, termination or other reasons. The following table summarizes the repurchase and cancellation of common stock:
For the Year Ended
December 31, 2023December 31, 2022December 25, 2021
Shares repurchased and canceled13,77823,01511,452
Total cost of shares repurchased and canceled (in thousands)$1,160 $2,357 $1,172 
Average price per share$84.22 $102.40 $102.38 
At December 31, 2023, the 401(k) Plan held 147,123 shares of our common stock.
Share Repurchase Program. Our Board of Directors has authorized a share repurchase program. Through several actions, including expansions and extensions, the Board has authorized the repurchase of up to $600 million of our outstanding common stock through December 31, 2024. Under this program, share repurchases may be made from time to time depending on market conditions, share price, share availability and other factors at our discretion. At December 31, 2023, $212.7 million was available for repurchase under this program.
The following table summarizes the repurchase and cancellation of common stock:
For the Years Ended
December 31, 2023December 31, 2022December 25, 2021
Shares repurchased and canceled201,632180,750605,628
Total cost of shares repurchased and canceled (in thousands)$15,333 $17,577 $61,583 
Average price per share$76.05 $97.24 $101.68 
401(k) Retirement Plans. We have various 401(k) plans that cover substantially all of our employees as of December 31, 2023. Annual company contributions are discretionary in nature, in accordance with the respective plan documents. Total expense related to the plans were $9.1 million, $8.2 million and $6.3 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively.
v3.24.0.1
Earnings Per Share
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
Basic earnings per share was calculated by dividing our net income by the weighted average number of common shares outstanding during the period, excluding unvested RSAs which are considered to be contingently issuable. To calculate diluted earnings per share, common share equivalents are added to the weighted average number of common shares outstanding. Common share equivalents are calculated using the treasury stock method and are computed based on outstanding stock-based awards. Stock-based awards of approximately 297,500 shares, 63,500 shares and 14,250 shares were excluded from the calculation of diluted
earnings per share for fiscal 2023, fiscal 2022 and fiscal 2021, respectively, as their effect would have been anti-dilutive.
The following table sets forth the computation of basic earnings per share and diluted earnings per share:
For the Year Ended
(in thousands, except per share data)December 31, 2023December 31, 2022December 25, 2021
Numerator:
Net income$129,259 $121,549 $131,532 
Denominator:
Weighted average basic shares outstanding31,45531,43431,810
Effect of compensation awards78109151
Weighted average diluted shares outstanding31,53331,54331,961
Earnings Per Share:
Basic$4.11 $3.87 $4.13 
Diluted$4.10 $3.85 $4.12 
v3.24.0.1
Schedule II: Valuation and Qualifying Accounts
 12 Months Ended
Dec. 31, 2023
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Schedule II: Valuation and Qualifying Accounts
SCHEDULE II: Valuation and Qualifying Accounts
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Allowance for doubtful accounts:
Balance, beginning of period$1,363 $1,326 $1,260 
Provision4,592 56 177 
Charge-offs(2,437)(19)(111)
Balance, end of period$3,518 $1,363 $1,326 
Allowance for customer credits:
Balance, beginning of period$192,116 $188,080 $155,751 
Provision407,328 373,157 334,615 
Charge-offs(394,949)(369,121)(302,286)
Balance, end of period$204,495 $192,116 $188,080 
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Pay vs Performance Disclosure      
Net income $ 129,259 $ 121,549 $ 131,532
v3.24.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.0.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Principles of Consolidation
Principles of Consolidation. The Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates in the Preparation of Financial Statements
Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and Cash Equivalents. We consider all highly liquid short-term investments with original maturities of three months or less to be cash equivalents.
Sales of Accounts Receivable Sales of Accounts Receivable. We have entered into several customer-sponsored programs administered by unrelated financial institutions that permit us to sell certain accounts receivable at discounted rates to the financial institutions. Transactions under these programs were accounted for as sales of accounts receivable and were removed from our Consolidated Balance Sheet at the time of the sales transactions.
Inventories
Inventories. Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Inventories include the cost of material, freight, direct labor and overhead utilized in the processing of our products. We provide reserves for discontinued and excess inventory based upon historical demand, forecasted usage, estimated customer requirements and product line updates.
Property, Plant and Equipment
Property, Plant and Equipment. Property, plant and equipment are recorded at cost and depreciated over the estimated useful lives, which range from 1 to 39 years, using the straight-line method for financial statement reporting purposes and accelerated methods for income tax purposes. The costs of maintenance and repairs are expensed as incurred. Renewals and betterments are capitalized. Gains and losses on disposals are included in operating results.
Long-Lived Assets Including Goodwill and Other Acquired Intangible Assets
Long-Lived Assets Including Goodwill and Other Acquired Intangible Assets. Long-lived assets, including property, plant, and equipment and amortizable identifiable intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The impairment review is a two-step process. First, recoverability is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount exceeds the estimated undiscounted future cash flows, the second step of the impairment test is performed, and an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair value. The assets and liabilities of a disposal group classified as held for sale would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated.
Goodwill is reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of the goodwill may be impaired. For the annual test, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount (“Step 0”). If through the Step 0 test we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount or if the Company elects to not perform Step 0), then we would perform a quantitative test (“Step 1”) to determine whether an impairment charge was necessary. During fiscal 2023, we elected to perform a Step 1 test of our goodwill for the dual purpose of assessing goodwill for impairment and reallocating goodwill to reporting units, using a representative fair value allocation, as part of reorganizing our reporting structure. See Note 8, "Segment Information" for additional information on the reorganization of our reporting structure. During fiscal 2022, we assessed the qualitative factors which could affect the fair values of our reporting units. For both fiscal 2023 and fiscal 2022, we determined that it was not more likely than not that the fair value of our reporting units were less than their carrying amounts.
Purchase Accounting
Purchase Accounting. The purchase price of an acquired business is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based upon their respective fair market values, with the excess recorded as goodwill. Such fair market value assessments require judgments and estimates which may change over time and may cause the final amounts to differ materially from their original estimates. These adjustments to fair value assessments are recorded to goodwill over the purchase price allocation period which cannot exceed 12 months from the date of acquisition.
Other Assets
Other Assets. Other assets include primarily long-term core inventory, deposits, and equity method investments.
Certain products we sell contain parts that can be recycled, or as more commonly referred to in our industry, remanufactured. We refer to these parts as cores. A used core is remanufactured and sold to the customer as a replacement for a unit inside a vehicle. Customers and end-users that purchase remanufactured products will generally return the used core to us, which we then use in the remanufacturing process to make another finished good. Our core inventory consists of used cores purchased and held in our facilities, used cores that are in the process of being returned from our customers and end-users, and remanufactured cores held in finished goods inventory at our facilities. Our products that utilize a core primarily include instrument clusters, hybrid batteries, radios, and climate control modules.
Long-term core inventory was $20.0 million and $19.8 million as of December 31, 2023 and December 31, 2022, respectively. Long-term core inventory is recorded at the lower of cost or net realizable value. Cost is determined based on actual purchases of core inventory. We believe that the most appropriate classification of core inventory is a long-term asset. According to guidance provided under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification, current assets are defined as “assets or resources commonly identified as those which are reasonably expected to be realized in cash or sold or consumed during the normal operating cycle of the business.” The determination of the long-term classification is based on our view that the value of the cores is not expected to be consumed or realized in cash during our normal annual operating cycle.
We have investments that we account for according to the equity method of accounting. The total book value of these investments was $10.8 million and $9.4 million at December 31, 2023 and December 31, 2022,
respectively. These investments provided $5.7 million, $5.5 million and $4.6 million of income during fiscal 2023, fiscal 2022, and fiscal 2021, respectively, and were included in the Light Duty segment income from operations. Additionally, we have an investment that we account for according to the cost method of accounting.
Other Accrued Liabilities
Other Accrued Liabilities. Other accrued liabilities include primarily accrued commissions, accrued income taxes, insurance liabilities, and other current liabilities.
Revenue Recognition and Accrued Customer Rebates and Returns
Revenue Recognition and Accrued Customer Rebates and Returns. Revenue is recognized from product sales when goods are shipped, title and risk of loss and control have been transferred to the customer and collection is reasonably assured. We record estimates for cash discounts, defective and slow-moving product returns, promotional rebates, core return deposits, and other discounts in the period of the sale ("Customer Credits"). The provision for Customer Credits is recorded as a reduction from gross sales and reserves for Customer Credits are shown as an increase of accrued customer rebates and returns, which is included in current liabilities. Customer Credits are estimated based on contractual provisions, historical experience, and our assessment of current market conditions. Actual Customer Credits have not differed materially from estimated amounts. Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold.
As noted above, Customer Credits include core return deposits which are an estimate of the amount we believe we will refund to our customers when used cores are returned to us. The price we invoice to customers for remanufactured cores contains both the amount we charge to remanufacture the part and a deposit for the core. We charge a core deposit to encourage the customer to return the used core to us so that it can be used in our remanufacturing process. We allow our customers up to twenty-four months to return the used core to us. Core return deposits are reserved based on the expected deposits to be issued to customers based on historical returns.
Research and Development Research and Development. Research and development costs are expensed as incurred.
Stock-Based Compensation
Stock-Based Compensation. At December 31, 2023, we had awards outstanding under a stock-based employee compensation plan, which is described more fully in Note 13, "Capital Stock." We record compensation expense for all awards granted. The value of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) issued was based on the fair value of our common stock on the grant date. The fair value of performance-based RSUs, for which the performance measure is total shareholder return, is determined using a Monte Carlo simulation model. The fair value of stock options granted is determined using the Black-Scholes option valuation model on the grant date.
Income Taxes
Income Taxes. We follow the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the enacted tax rate expected to be in effect when taxes are paid or recovered.
Unrecognized income tax benefits represent income tax positions taken on income tax returns that have not been recognized in the consolidated financial statements. The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Additionally, we accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties are classified as income tax expense in the Consolidated Statements of Operations.
Concentrations of Risk
Concentrations of Risk. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and accounts receivable. All cash equivalents are managed within
established guidelines that limit the amount that may be invested with one issuer. A significant percentage of our accounts receivable have been, and will continue to be, concentrated among a relatively small number of automotive retailers and warehouse distributors in the United States. Our 4 largest customers accounted for 74% and 69% of net accounts receivable as of December 31, 2023 and December 31, 2022, respectively. We continually monitor the credit terms and credit limits for these and other customers.
In fiscal 2023 and fiscal 2022, approximately 70% and 64%, respectively, of our products were purchased from suppliers in a variety of non-U.S. countries, with the largest portion of our overseas purchases being made in China.
Fair Value Disclosures
Fair Value Disclosures. The carrying value of financial instruments such as cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities approximate their fair value based on the short-term nature of these instruments. The carrying value of our long-term debt approximates its fair value because it bears interest at a rate indexed to a market rate (Term SOFR). Additionally, the fair value of assets acquired and liabilities assumed are determined at the date of acquisition. Contingent consideration associated with an acquisition is recorded at fair value at the acquisition date and is adjusted to fair value at each reporting period.
Recent Accounting Pronouncements
Recent Accounting Pronouncements. In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures. The ASU requires additional disclosures about reportable segments’ significant expenses on an interim and annual basis. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The ASU expands disclosures in the income tax rate reconciliations table and cash taxes paid and is effective for annual periods beginning after December 15, 2024.
We expect to implement these new standards by their effective dates, and do not expect their adoption to have an impact on our results of operations, financial condition or cash flows.
v3.24.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Sales of Accounts Receivable Sales of accounts receivable under these agreements, and related factoring costs, which were including in selling, general and administrative expenses, were as follows:
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Sales of accounts receivable$949,517 $1,048,671 $935,770 
Factoring costs$50,231 $37,188 $11,704 
Estimated Useful Lives by Major Asset
Estimated useful lives by major asset category are as follows:
Buildings and building improvements
10 to 39 years
Machinery, equipment and tooling
3 to 10 years
Software and computer equipment
3 to 10 years
Furniture, fixtures and leasehold improvements
1 to 39 years
Property, plant and equipment include the following:
(in thousands)December 31, 2023December 31, 2022
Buildings$62,434 $59,980 
Machinery, equipment and tooling208,086 184,184 
Furniture, fixtures and leasehold improvements17,083 12,225 
Software and computer equipment113,148 100,814 
Total400,751 357,203 
Less-accumulated depreciation and amortization(240,638)(208,726)
Property, plant and equipment, net$160,113 $148,477 
v3.24.0.1
Business Acquisitions and Investments (Tables)
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed
The table below details the fair values of the assets acquired and the liabilities assumed at the acquisition date:
(in thousands)
Accounts receivable$3,317 
Inventories90,428 
Prepaids and other current assets5,293 
Property, plant and equipment23,776 
Goodwill247,474 
Identifiable intangible assets157,500 
Operating lease right-of-use assets11,661 
Other Assets3,001 
Accounts payable(7,436)
Accrued compensation(2,086)
Accrued customer rebates and returns(1,609)
Other current liabilities(8,726)
Long-term operating lease liabilities(9,508)
Other long-term liabilities(3,307)
Net cash consideration509,778 
The table below details the fair values of the assets acquired and the liabilities assumed at the acquisition date, including applicable measurement period adjustments:
(in thousands)
Accounts receivable$23,216 
Inventories79,625 
Prepaids and other current assets2,302 
Property, plant and equipment29,900 
Goodwill106,816 
Identifiable intangible assets160,400 
Operating lease right-of-use assets21,248 
Other assets848 
Accounts payable(11,970)
Accrued compensation(2,784)
Other current liabilities(7,604)
Long-term operating lease liabilities(18,444)
Deferred tax liabilities(38,665)
Net cash consideration$344,888 
Schedule of Valuation of Intangible Assets Acquired and Related Amortization Periods
The valuation of the intangible assets acquired, and related amortization periods are as follows:
(in thousands)Fair ValueAmortization Period (in years)
Product portfolio82,500 15
Trade names48,400 20
Customer relationships26,600 15
Total$157,500  
The estimated valuation of the intangible assets acquired, and related amortization periods are as follows:
(in thousands)Fair ValueAmortization Period (in years)
Customer relationships$124,100 20
Product portfolio25,300 20
Trade names11,000 10
Total$160,400  
Summary of Unaudited Proforma Information
The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time.
For the Year Ended
(in thousands, except per share data, unaudited)December 31, 2022December 25, 2021
Net sales$1,888,379 $1,556,360 
Net income$130,375 $143,419 
Diluted earnings per share$4.13 $4.49 
The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time.
For the Year Ended
(in thousands, except per share data, unaudited)December 25, 2021
Net sales$1,468,415 
Net income$147,090 
Diluted earnings per share$4.60 
v3.24.0.1
Inventories (Tables)
 12 Months Ended
Dec. 31, 2023
Inventory Disclosure [Abstract]  
Inventories
Inventories were as follows:
(in thousands)December 31, 2023December 31, 2022
Raw materials$29,750 $34,267 
Bulk product211,805 234,871 
Finished product387,668 478,032 
Packaging materials8,152 8,731 
Total$637,375 $755,901 
v3.24.0.1
Property, Plant and Equipment (Tables)
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment
Estimated useful lives by major asset category are as follows:
Buildings and building improvements
10 to 39 years
Machinery, equipment and tooling
3 to 10 years
Software and computer equipment
3 to 10 years
Furniture, fixtures and leasehold improvements
1 to 39 years
Property, plant and equipment include the following:
(in thousands)December 31, 2023December 31, 2022
Buildings$62,434 $59,980 
Machinery, equipment and tooling208,086 184,184 
Furniture, fixtures and leasehold improvements17,083 12,225 
Software and computer equipment113,148 100,814 
Total400,751 357,203 
Less-accumulated depreciation and amortization(240,638)(208,726)
Property, plant and equipment, net$160,113 $148,477 
v3.24.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Summary of Lease Expense The following table summarizes the lease expense:
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Operating lease expense$21,747 $17,340 $9,549 
Short-term lease expense7,169 5,838 3,172 
Total lease expense$28,916 $23,178 $12,721 
Summary of Supplemental Balance Sheet Information Related to Operating Leases
Supplemental balance sheet information related to our operating leases is as follows:
(in thousands)December 31, 2023December 31, 2022
Operating lease right-of-use assets$103,476 $109,977 
Other accrued liabilities$16,917 $15,912 
Long-term operating lease liabilities91,262 98,221 
Total operating lease liabilities$108,179 $114,133 
Weighted average remaining lease term (years)6.857.76
Weighted average discount rate4.20 %3.91 %
Summary of Maturities of Operating Lease Liabilities
The following table summarizes the maturities of our lease liabilities for all operating leases as of December 31, 2023:
(in thousands)December 31, 2023
2024$21,061 
202519,785 
202619,659 
202717,802 
202811,705 
Thereafter34,003 
Total lease payments124,015 
Less: Imputed interest(15,836)
Present value of lease liabilities$108,179 
v3.24.0.1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
Goodwill included the following:
(in thousands)Light DutyHeavy DutySpecialty VehicleConsolidated
Balance at December 25, 2021$— $— $— $197,332 
Goodwill acquired— — — 247,247 
Foreign currency translation— — — (1,544)
Balance at December 31, 2022— — — 443,035 
Measurement period adjustments— — — 233 
Reporting structure reorganization (see Note 8)313,704 56,637 72,309 — 
Foreign currency translation— — — 621 
Balance at December 31, 2023$313,704 $56,637 $72,309 $443,889 
Schedule of Intangible Assets
Intangible assets, subject to amortization, included the following:
December 31, 2023December 31, 2022
Intangible assets subject to amortizationWeighted Average Amortization Period (years)Gross Carrying ValueAccumulated AmortizationNet Carrying ValueGross Carrying ValueAccumulated AmortizationNet Carrying Value
(dollars in thousands)
Customer relationships16.2$175,430 $31,678 $143,752 $175,430 $21,643 $153,787 
Trade names14.967,690 10,676 57,014 67,690 6,370 61,320 
Product Portfolio14.6107,800 9,720 98,080 107,800 2,953 104,847 
Technology4.72,167 1,069 1,098 2,167 820 1,347 
Patents and Other6.62,230 618 1,612 1,430 322 1,108 
Total$355,317 $53,761 $301,556 $354,517 $32,108 $322,409 
Schedule of Estimated Future Amortization Expense The estimated future amortization expense for intangible assets as of December 31, 2023, is summarized as follows:
(in thousands)
2024$22,131 
202521,998 
202620,867 
202720,178 
202820,004 
Thereafter196,378 
Total$301,556 
v3.24.0.1
Long-Term Debt (Tables)
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Summary of Mandatory Repayment Provisions
The term loan portion of the New Facility contains mandatory repayment provisions that require quarterly principal amortization payments on the term loan equal to a defined percentage of the initial borrowing amount of $500.0 million as follows, with the balance payable upon maturity in October 2027:
Fiscal Quarter EndingPrincipal Amortization Payment Percentage
December 31, 2022 through September 24, 20240.625
December 31, 2024 through September 30, 20251.25
December 31, 2025 through September 30, 20271.875
v3.24.0.1
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
Segment results are as follows:
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Net Sales:
Light Duty$1,462,474 $1,425,892 $1,247,465 
Heavy Duty256,913 258,215 97,784 
Specialty Vehicle210,401 49,642 — 
Total$1,929,788 $1,733,749 $1,345,249 
Income from operations:
Light Duty187,159 169,579 182,020 
Heavy Duty14,505 29,738 10,942 
Specialty Vehicle31,618 8,537 — 
Total$233,282 $207,854 $192,962 
Depreciation:
Light Duty$25,239 $25,062 $25,296 
Heavy Duty3,239 2,772 1,034 
Specialty Vehicle3,420 798 — 
Total$31,898 $28,632 $26,330 
Capital Expenditures:
Light Duty$33,445 $31,682 $19,016 
Heavy Duty3,581 4,769 824 
Specialty Vehicle6,942 1,432 — 
Total$43,968 $37,883 $19,840 
Segment Assets:
Light Duty$1,083,347 $1,047,987 $988,371 
Heavy Duty162,583 177,557 131,245 
Specialty Vehicle78,424 106,219 — 
Total$1,324,354 $1,331,763 $1,119,616 
Reconciliation of Operating Income from Segments to Consolidated
A reconciliation of segment adjusted operating income to consolidated income before taxes is as follows:
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Segment income from operations$233,282 $207,854 $192,962 
Acquisition-related intangible assets amortization(21,817)(14,070)(6,340)
Acquisition-related transaction and other costs(15,373)(22,736)(15,071)
Fair value adjustment to contingent consideration20,469 — — 
Executive transition services expenses(1,801)— — 
Interest expense, net(48,061)(15,582)(2,162)
Other income, net1,804 735 377 
Consolidated income before income taxes$168,503 $156,201 $169,766 
Reconciliation of Assets from Segment to Consolidated
A reconciliation of segment assets to consolidated assets is as follows:
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Segment assets$1,324,354 $1,331,763 $1,119,616 
Other current assets69,468 85,834 71,830 
Other non-current assets898,585 924,189 481,673 
Consolidated assets$2,292,407 $2,341,786 $1,673,119 
v3.24.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Components of Income Tax Provision (Benefit)
The components of the income tax provision (benefit) are as follows:
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Current:
Federal$34,600 $31,683 $43,374 
State5,602 7,141 5,755 
Foreign2,002 1,708 1,075 
42,204 40,532 50,204 
Deferred:   
Federal(1,936)(4,003)(9,609)
State(338)(1,022)(1,368)
Foreign(686)(855)(993)
(2,960)(5,880)(11,970)
Total$39,244 $34,652 $38,234 
Reconciliation of Income Taxes at Statutory Tax Rate to Company's Effective Tax Rate
The following is a reconciliation of income taxes at the statutory tax rate to the Company's effective tax rate:
For the Year Ended
December 31, 2023December 31, 2022December 25, 2021
Federal taxes at statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal tax benefit2.6 2.7 2.1 
Research and development tax credit(0.7)(0.7)(0.4)
Federal permanent items0.3 (0.2)— 
Effect of foreign operations0.3 — (0.2)
Other(0.2)(0.6)— 
Effective tax rate23.3 %22.2 %22.5 %
Change in Unrecognized Tax Benefits
The following table summarizes the change in unrecognized tax benefits for the three years ended December 31, 2023:
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Balance at beginning of year$3,856 $1,204 $1,060 
Reductions due to lapses in statutes of limitations(716)(139)— 
Reductions due to tax positions settled— — — 
Additions related to positions taken during a prior period— 2,136 — 
Reductions due to reversals of prior year positions— — (30)
Additions based on tax positions taken during the current period1,399 655 174 
Balance at end of year4,539 3,856 1,204 
Reconciliation of Deferred Tax Assets and Liabilities
Deferred income taxes result from timing differences in the recognition of revenue and expense between tax and financial statement purposes. The sources of temporary differences are as follows:
(in thousands)December 31, 2023December 31, 2022
Assets:
Inventories$17,829 $13,662 
Accounts receivable20,472 20,446 
Operating lease liability26,261 24,904 
Accrued expenses19,265 12,526 
Net operating losses289 1,285 
Foreign tax credits469 469 
State tax credits379 403 
Capital loss carryforward478 481 
Total deferred tax assets85,442 74,176 
Valuation allowance(1,354)(1,377)
Net deferred tax assets84,088 72,799 
Liabilities:  
Depreciation16,481 18,132 
Goodwill and intangible assets49,798 41,693 
Operating lease right of use asset25,142 23,924 
Other1,592 876 
Gross deferred tax liabilities93,013 84,625 
Net deferred tax (liabilities) assets$(8,925)$(11,826)
v3.24.0.1
Revenue Recognition (Tables)
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Summary of Disaggregated Net Sales
For the Year Ended
(in thousands)December 31, 2023December 31, 2022December 25, 2021
Net Sales to U.S. Customers$1,772,092 $1,606,472 $1,269,050 
Net Sales to Non-U.S. Customers157,696 127,277 76,199 
Net Sales$1,929,788 $1,733,749 $1,345,249 
v3.24.0.1
Capital Stock (Tables)
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Schedule of Weighted Average Valuation Assumptions Used to Calculate Fair Value Granted
The following table summarizes the weighted average valuation assumptions used to calculate the fair value of total shareholder return performance-based RSUs granted:
For the Year Ended
December 31, 2023December 31, 2022December 25, 2021
Share price$91.28 $96.36 $101.45 
Expected dividend yield0.0 %0.0 %0.0 %
Expected stock price volatility32.8 %38.3 %38.9 %
Risk-free interest rate4.6 %1.6 %0.2 %
Expected life2.8 years2.8 years2.8 years
The following table summarizes the weighted average valuation assumptions used to calculate the fair value of options granted and the associated weighted-average grant-date fair values:
For the Year Ended
December 31, 2023December 31, 2022December 25, 2021
Expected dividend yield0 %0 %0 %
Expected stock price volatility35 %34 %34 %
Risk-free interest rate4.3 %1.8 %0.7 %
Expected life of options5.3 years5.3 years5.3 years
Weighted-average grant-date fair value$35.93 $32.55 $31.68 
Summary of Restricted Stock Awards and Restricted Stock Unit Activity
The following table summarizes our RSA and RSU activity for the three years ended December 31, 2023:
Shares Weighted
Average Fair Value
Balance at December 26, 2020217,735$72.77 
Granted81,694$106.23 
Vested(45,970)$70.62 
Canceled(46,782)$74.85 
Balance at December 25, 2021206,677$85.97 
Granted130,131$96.32 
Vested(55,255)$83.70 
Canceled(42,631)$85.89 
Balance at December 31, 2022238,922$92.07 
Granted112,893$95.34 
Vested(73,169)$80.63 
Canceled(21,092)$85.00 
Balance at December 31, 2023257,554$97.33 
Summary of Stock Option Activity
The following table summarizes our stock option activity for the three years ended December 31, 2023:
Shares Option Price
per Share		Weighted
Average
Price		Weighted
Average
Remaining
Terms
(years)		Aggregate
Intrinsic
Value (in thousands)
Balance at December 26, 2020250,779
$41.59– $84.93
$70.21 
Granted59,578
$95.98 – $103.61
$101.36 
Exercised(67,504)
$41.59 – $82.94
$70.04 
Canceled(9,457)
$61.68 – $101.45
$79.02 
Balance at December 25, 2021233,396
$61.68 –$103.61
$77.85 
Granted79,749
$83.81 – $111.53
$96.96 
Exercised(32,201)
$61.68 – $83.06
$71.74 
Expired(663)$101.45$101.45 
Canceled(12,162)
$61.68– $101.45
$82.19 
Balance at December 31, 2022268,119
$61.68– $111.53
$84.03 
Granted79,404
$86.63 – $91.28
$91.13 
Exercised(24,297)
$$61.68 – $82.94
$72.33 
Expired(7,488)
$81.91 – $101.45
$91.24 
Canceled(4,521)
$82.94 – $101.45
$88.52  
Balance at December 31, 2023311,217
$61.68 – $111.53
$86.52 5.4$1,697 
Exercisable at 134,348
$61.68 – $111.53
$80.35 4.4$1,243 
Summary of Shares Repurchase and Cancellation The following table summarizes the repurchase and cancellation of common stock:
For the Year Ended
December 31, 2023December 31, 2022December 25, 2021
Shares repurchased and canceled13,77823,01511,452
Total cost of shares repurchased and canceled (in thousands)$1,160 $2,357 $1,172 
Average price per share$84.22 $102.40 $102.38 
The following table summarizes the repurchase and cancellation of common stock:
For the Years Ended
December 31, 2023December 31, 2022December 25, 2021
Shares repurchased and canceled201,632180,750605,628
Total cost of shares repurchased and canceled (in thousands)$15,333 $17,577 $61,583 
Average price per share$76.05 $97.24 $101.68 
v3.24.0.1
Earnings Per Share (Tables)
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Schedule of Computation of Basic Earnings per Share and Diluted Earnings per Share
The following table sets forth the computation of basic earnings per share and diluted earnings per share:
For the Year Ended
(in thousands, except per share data)December 31, 2023December 31, 2022December 25, 2021
Numerator:
Net income$129,259 $121,549 $131,532 
Denominator:
Weighted average basic shares outstanding31,45531,43431,810
Effect of compensation awards78109151
Weighted average diluted shares outstanding31,53331,54331,961
Earnings Per Share:
Basic$4.11 $3.87 $4.13 
Diluted$4.10 $3.85 $4.12 
v3.24.0.1
Summary of Significant Accounting Policies - Sales of Accounts Receivable (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Accounting Policies [Abstract]      
Sales of accounts receivable $ 949,517 $ 1,048,671 $ 935,770
Factoring costs $ 50,231 $ 37,188 $ 11,704
v3.24.0.1
Summary of Significant Accounting Policies - Additional Information (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2023
USD ($)
Segment
Customer
Dec. 31, 2022
USD ($)
Customer
Dec. 25, 2021
USD ($)
Significant Accounting Policies [Line Items]      
Number of operating segments | Segment 3    
Number of reportable operating segment | Segment 3    
Long-term core inventory $ 20.0 $ 19.8  
Total book value of equity method investments with fair value 10.8 9.4  
Income from equity method investments 5.7 5.5 $ 4.6
Carrying book value of cost method investments $ 5.0 $ 5.0  
Return period 24 months    
Credit Concentration Risk | Net Accounts Receivable | Four Customer      
Significant Accounting Policies [Line Items]      
Number of largest customers | Customer 4 4  
Concentration risk percentage 74.00% 69.00%  
Supplier Concentration Risk | Products | Foreign Countries      
Significant Accounting Policies [Line Items]      
Concentration risk percentage 70.00% 64.00%  
Selling, General and Administrative Expenses      
Significant Accounting Policies [Line Items]      
Research and development costs $ 32.3 $ 24.8 $ 23.1
Minimum      
Significant Accounting Policies [Line Items]      
Estimated useful life 1 year    
Maximum      
Significant Accounting Policies [Line Items]      
Estimated useful life 39 years    
v3.24.0.1
Summary of Significant Accounting Policies - Estimated Useful Lives by Major Asset (Details)
Dec. 31, 2023
Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 1 year
Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 39 years
Buildings and building improvements | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 10 years
Buildings and building improvements | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 39 years
Machinery, equipment and tooling | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 3 years
Machinery, equipment and tooling | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 10 years
Software and computer equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 3 years
Software and computer equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 10 years
Furniture, fixtures and leasehold improvements | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 1 year
Furniture, fixtures and leasehold improvements | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful life 39 years
v3.24.0.1
Business Acquisitions and Investments - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Oct. 04, 2022
Aug. 10, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Business Acquisition [Line Items]          
Business acquisition, purchase price     $ (67) $ 488,956 $ 345,483
Business acquisition, measurement period adjustments, increase to goodwill     (233)    
Super ATV, LLC          
Business Acquisition [Line Items]          
Business acquisition, percentage of outstanding stock acquired 100.00%        
Business acquisition, purchase price $ 509,800        
Business acquisition, net of acquired cash 6,800        
Potential earn-out $ 100,000        
Payments to acquire businesses     300    
Goodwill, potential tax deductible amount     400,500    
Business acquisition, net sales     49,600    
Business acquisition, net income     $ 2,300    
Dayton Parts          
Business Acquisition [Line Items]          
Business acquisition, percentage of outstanding stock acquired   100.00%      
Business acquisition, purchase price   $ 344,900      
Business acquisition, net of acquired cash   $ 8,800      
Business acquisition, net sales       78,000  
Business acquisition, net income       $ 0  
Business acquisition, measurement period adjustments, increase to goodwill         2,100
Business acquisition, measurement period adjustments, decrease in purchase price due to customary net working capital         600
Business acquisition, measurement period adjustments, increase other current liabilities         100
Business acquisition, measurement period adjustments, decrease in deferred tax liabilities         $ 1,600
v3.24.0.1
Business Acquisitions and Investments - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Oct. 04, 2022
Dec. 25, 2021
Aug. 10, 2021
Business Acquisition [Line Items]          
Goodwill $ 443,889 $ 443,035   $ 197,332  
Super ATV, LLC          
Business Acquisition [Line Items]          
Accounts receivable     $ 3,317    
Inventories     90,428    
Prepaids and other current assets     5,293    
Property, plant and equipment     23,776    
Goodwill     247,474    
Business acquisition, identified intangibles     157,500    
Operating lease right-of-use assets     11,661    
Other assets     3,001    
Accounts payable     (7,436)    
Accrued compensation     (2,086)    
Accrued customer rebates and returns     (1,609)    
Other current liabilities     (8,726)    
Long-term operating lease liabilities     (9,508)    
Other long-term liabilities     (3,307)    
Net cash consideration     $ 509,778    
Dayton Parts          
Business Acquisition [Line Items]          
Accounts receivable         $ 23,216
Inventories         79,625
Prepaids and other current assets         2,302
Property, plant and equipment         29,900
Goodwill         106,816
Business acquisition, identified intangibles         160,400
Operating lease right-of-use assets         21,248
Other assets         848
Accounts payable         (11,970)
Accrued compensation         (2,784)
Other current liabilities         (7,604)
Long-term operating lease liabilities         (18,444)
Deferred tax liabilities         (38,665)
Net cash consideration         $ 344,888
v3.24.0.1
Business Acquisitions and Investments - Schedule of Valuation of Intangible Assets Acquired and Related Amortization Periods (Details) - USD ($)
$ in Thousands
Oct. 04, 2022
Aug. 10, 2021
Super ATV, LLC    
Business Acquisition [Line Items]    
Fair Value $ 157,500  
Super ATV, LLC | Product portfolio    
Business Acquisition [Line Items]    
Fair Value $ 82,500  
Amortization Period (in years) 15 years  
Super ATV, LLC | Trade names    
Business Acquisition [Line Items]    
Fair Value $ 48,400  
Amortization Period (in years) 20 years  
Super ATV, LLC | Customer relationships    
Business Acquisition [Line Items]    
Fair Value $ 26,600  
Amortization Period (in years) 15 years  
Dayton Parts    
Business Acquisition [Line Items]    
Fair Value   $ 160,400
Dayton Parts | Product portfolio    
Business Acquisition [Line Items]    
Fair Value   $ 25,300
Amortization Period (in years)   20 years
Dayton Parts | Trade names    
Business Acquisition [Line Items]    
Fair Value   $ 11,000
Amortization Period (in years)   10 years
Dayton Parts | Customer relationships    
Business Acquisition [Line Items]    
Fair Value   $ 124,100
Amortization Period (in years)   20 years
v3.24.0.1
Business Acquisitions and Investments - Summary of Unaudited Proforma Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 25, 2021
Super ATV, LLC    
Business Acquisition [Line Items]    
Net sales $ 1,888,379 $ 1,556,360
Net income $ 130,375 $ 143,419
Diluted earnings (dollars per share) $ 4.13 $ 4.49
Dayton Parts    
Business Acquisition [Line Items]    
Net sales   $ 1,468,415
Net income   $ 147,090
Diluted earnings (dollars per share)   $ 4.60
v3.24.0.1
Inventories - Inventories (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Raw materials $ 29,750 $ 34,267
Bulk product 211,805 234,871
Finished product 387,668 478,032
Packaging materials 8,152 8,731
Total $ 637,375 $ 755,901
v3.24.0.1
Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Total $ 400,751 $ 357,203
Less-accumulated depreciation and amortization (240,638) (208,726)
Property, plant and equipment, net 160,113 148,477
Buildings    
Property, Plant and Equipment [Line Items]    
Total 62,434 59,980
Machinery, equipment and tooling    
Property, Plant and Equipment [Line Items]    
Total 208,086 184,184
Furniture, fixtures and leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total 17,083 12,225
Software and computer equipment    
Property, Plant and Equipment [Line Items]    
Total $ 113,148 $ 100,814
v3.24.0.1
Property, Plant and Equipment - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Property, Plant and Equipment [Abstract]      
Depreciation and amortization expenses $ 31.9 $ 28.6 $ 26.3
v3.24.0.1
Leases - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Lessee Lease Description [Line Items]      
Cash paid for operating leases $ 21.2 $ 16.8 $ 9.2
Minimum      
Lessee Lease Description [Line Items]      
Operating lease remaining lease term 1 year    
Maximum      
Lessee Lease Description [Line Items]      
Operating lease remaining lease term 10 years    
v3.24.0.1
Leases - Summary of Lease Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Leases [Abstract]      
Operating lease expense $ 21,747 $ 17,340 $ 9,549
Short-term lease expense 7,169 5,838 3,172
Total lease expense $ 28,916 $ 23,178 $ 12,721
v3.24.0.1
Leases - Summary of Supplemental Balance Sheet Information Related to Operating Leases (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating lease right-of-use assets $ 103,476 $ 109,977
Other accrued liabilities 16,917 15,912
Long-term operating lease liabilities 91,262 98,221
Total operating lease liabilities $ 108,179 $ 114,133
Weighted average remaining lease term (years) 6 years 10 months 6 days 7 years 9 months 3 days
Weighted average discount rate 4.20% 3.91%
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Other accrued liabilities Other accrued liabilities
v3.24.0.1
Leases - Summary of Maturities of Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
2024 $ 21,061  
2025 19,785  
2026 19,659  
2027 17,802  
2028 11,705  
Thereafter 34,003  
Total lease payments 124,015  
Less: Imputed interest (15,836)  
Total operating lease liabilities $ 108,179 $ 114,133
v3.24.0.1
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Goodwill [Roll Forward]    
Balance at beginning of period $ 443,035 $ 197,332
Goodwill acquired   247,247
Measurement period adjustments 233  
Reporting structure reorganization (see Note 8) 0  
Foreign currency translation 621 (1,544)
Balance at end of period 443,889 443,035
Light Duty    
Goodwill [Roll Forward]    
Balance at beginning of period 0 0
Goodwill acquired   0
Measurement period adjustments 0  
Reporting structure reorganization (see Note 8) 313,704  
Foreign currency translation 0 0
Balance at end of period 313,704 0
Heavy Duty    
Goodwill [Roll Forward]    
Balance at beginning of period 0 0
Goodwill acquired   0
Measurement period adjustments 0  
Reporting structure reorganization (see Note 8) 56,637  
Foreign currency translation 0 0
Balance at end of period 56,637 0
Specialty Vehicle    
Goodwill [Roll Forward]    
Balance at beginning of period 0 0
Goodwill acquired   0
Measurement period adjustments 0  
Reporting structure reorganization (see Note 8) 72,309  
Foreign currency translation 0 0
Balance at end of period $ 72,309 $ 0
v3.24.0.1
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Value $ 355,317 $ 354,517
Accumulated Amortization 53,761 32,108
Net Carrying Value $ 301,556 322,409
Customer relationships    
Finite Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (years) 16 years 2 months 12 days  
Gross Carrying Value $ 175,430 175,430
Accumulated Amortization 31,678 21,643
Net Carrying Value $ 143,752 153,787
Trade names    
Finite Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (years) 14 years 10 months 24 days  
Gross Carrying Value $ 67,690 67,690
Accumulated Amortization 10,676 6,370
Net Carrying Value $ 57,014 61,320
Product portfolio    
Finite Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (years) 14 years 7 months 6 days  
Gross Carrying Value $ 107,800 107,800
Accumulated Amortization 9,720 2,953
Net Carrying Value $ 98,080 104,847
Technology    
Finite Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (years) 4 years 8 months 12 days  
Gross Carrying Value $ 2,167 2,167
Accumulated Amortization 1,069 820
Net Carrying Value $ 1,098 1,347
Patents and Other    
Finite Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (years) 6 years 7 months 6 days  
Gross Carrying Value $ 2,230 1,430
Accumulated Amortization 618 322
Net Carrying Value $ 1,612 $ 1,108
v3.24.0.1
Goodwill and Intangible Assets - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Goodwill and Intangible Assets Disclosure [Abstract]      
Acquisition-related intangible assets amortization $ 22.1 $ 14.2 $ 6.5
v3.24.0.1
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
2024 $ 22,131  
2025 21,998  
2026 20,867  
2027 20,178  
2028 20,004  
Thereafter 196,378  
Net Carrying Value $ 301,556 $ 322,409
v3.24.0.1
Long-Term Debt - Additional Information (Details) - USD ($)
 12 Months Ended
Oct. 04, 2022
Aug. 10, 2021
Dec. 31, 2023
Previous Revolving Credit Facility      
Debt Instrument [Line Items]      
Credit facility maximum borrowing capacity   $ 100,000,000  
Dayton Parts | New Facility      
Debt Instrument [Line Items]      
Credit facility maximum borrowing capacity   $ 600,000,000.0  
Credit facility, expiration date   Aug. 10, 2026  
Dayton Parts | Letter of Credit      
Debt Instrument [Line Items]      
Credit facility maximum borrowing capacity   $ 60,000,000  
Super ATV, LLC | Long-Term Debt      
Debt Instrument [Line Items]      
Term loan $ 500,000,000    
Super ATV, LLC | Long-Term Debt | Interest Rate Floor      
Debt Instrument [Line Items]      
Stated percentage 0.00%    
Super ATV, LLC | Secured Overnight Financing Rate (SOFR) | Long-Term Debt      
Debt Instrument [Line Items]      
Credit facility, interest rate 1.50%    
Super ATV, LLC | Base Rate | Long-Term Debt      
Debt Instrument [Line Items]      
Credit facility, interest rate 0.50%    
Super ATV, LLC | Maximum | Secured Overnight Financing Rate (SOFR) | Long-Term Debt      
Debt Instrument [Line Items]      
Credit facility, interest rate 2.00%    
Super ATV, LLC | Maximum | Base Rate | Long-Term Debt      
Debt Instrument [Line Items]      
Credit facility, interest rate 1.00%    
Super ATV, LLC | Minimum | Secured Overnight Financing Rate (SOFR) | Long-Term Debt      
Debt Instrument [Line Items]      
Credit facility, interest rate 1.00%    
Super ATV, LLC | Minimum | Base Rate | Long-Term Debt      
Debt Instrument [Line Items]      
Credit facility, interest rate 0.00%    
Super ATV, LLC | Revolving Credit Facility      
Debt Instrument [Line Items]      
Stated percentage     6.96%
Credit facility, commitment fee percentage 0.20%   0.15%
Super ATV, LLC | Revolving Credit Facility | Maximum      
Debt Instrument [Line Items]      
Credit facility, commitment fee percentage 0.25%    
Super ATV, LLC | Revolving Credit Facility | Minimum      
Debt Instrument [Line Items]      
Credit facility, commitment fee percentage 0.125%    
v3.24.0.1
Long-Term Debt - Summary of Mandatory Repayment Provisions (Details) - Super ATV, LLC - Long-Term Debt
Dec. 31, 2023
December 31, 2022 through September 24, 2024  
Debt Instrument [Line Items]  
Principal Amortization Payment Percentage 0.625
December 31, 2024 through September 30, 2025  
Debt Instrument [Line Items]  
Principal Amortization Payment Percentage 1.25
December 31, 2025 through September 30, 2027  
Debt Instrument [Line Items]  
Principal Amortization Payment Percentage 1.875
v3.24.0.1
Segment Information - Additional Information (Details)
 12 Months Ended
Dec. 31, 2023
Segment
Segment Reporting [Abstract]  
Number of reportable operating segment 3
Number of operating segments 3
v3.24.0.1
Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Segment Reporting Information [Line Items]      
Net sales $ 1,929,788 $ 1,733,749 $ 1,345,249
Income from operations: 214,760 171,048 171,551
Operating Segments      
Segment Reporting Information [Line Items]      
Net sales 1,929,788 1,733,749 1,345,249
Income from operations: 233,282 207,854 192,962
Depreciation: 31,898 28,632 26,330
Capital Expenditures: 43,968 37,883 19,840
Segment assets 1,324,354 1,331,763 1,119,616
Light Duty | Operating Segments      
Segment Reporting Information [Line Items]      
Net sales 1,462,474 1,425,892 1,247,465
Income from operations: 187,159 169,579 182,020
Depreciation: 25,239 25,062 25,296
Capital Expenditures: 33,445 31,682 19,016
Segment assets 1,083,347 1,047,987 988,371
Heavy Duty | Operating Segments      
Segment Reporting Information [Line Items]      
Net sales 256,913 258,215 97,784
Income from operations: 14,505 29,738 10,942
Depreciation: 3,239 2,772 1,034
Capital Expenditures: 3,581 4,769 824
Segment assets 162,583 177,557 131,245
Specialty Vehicle | Operating Segments      
Segment Reporting Information [Line Items]      
Net sales 210,401 49,642 0
Income from operations: 31,618 8,537 0
Depreciation: 3,420 798 0
Capital Expenditures: 6,942 1,432 0
Segment assets $ 78,424 $ 106,219 $ 0
v3.24.0.1
Segment Information - Reconciliation of Operating Income from Segments to Consolidated (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Segment Reporting Information [Line Items]      
Segment income from operations $ 214,760 $ 171,048 $ 171,551
Acquisition-related intangible assets amortization (22,100) (14,200) (6,500)
Interest expense, net (48,061) (15,582) (2,162)
Other income, net 1,804 735 377
Income before income taxes 168,503 156,201 169,766
Operating Segments      
Segment Reporting Information [Line Items]      
Segment income from operations 233,282 207,854 192,962
Segment Reconciling Items      
Segment Reporting Information [Line Items]      
Acquisition-related intangible assets amortization (21,817) (14,070) (6,340)
Acquisition-related transaction and other costs (15,373) (22,736) (15,071)
Fair value adjustment to contingent consideration 20,469 0 0
Executive transition services expenses (1,801) 0 0
Interest expense, net (48,061) (15,582) (2,162)
Other income, net $ 1,804 $ 735 $ 377
v3.24.0.1
Segment Information - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Segment Reporting Information [Line Items]      
Other current assets $ 1,233,709 $ 1,269,120  
Total assets 2,292,407 2,341,786 $ 1,673,119
Operating Segments      
Segment Reporting Information [Line Items]      
Segment assets 1,324,354 1,331,763 1,119,616
Segment Reconciling Items      
Segment Reporting Information [Line Items]      
Other current assets 69,468 85,834 71,830
Other non-current assets $ 898,585 $ 924,189 $ 481,673
v3.24.0.1
Related Party Transactions (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2023
USD ($)
Supplier
Dec. 31, 2022
USD ($)
Dec. 25, 2021
USD ($)
Related Party Transaction [Line Items]      
Cash paid for operating leases $ 21.2 $ 16.8 $ 9.2
Purchases from companies and from PTI prior to full acquisition 22.7 24.9 18.9
Executive Chairman And Certain Of His Family Members      
Related Party Transaction [Line Items]      
Cash paid for operating leases 2.9 2.5 $ 2.3
President And Chief Executive Officer      
Related Party Transaction [Line Items]      
Cash paid for operating leases 2.6 0.5  
Immediate Family Member of Management or Principal Owner      
Related Party Transaction [Line Items]      
Cash paid for operating leases $ 0.2 $ 0.1  
Joint Venture      
Related Party Transaction [Line Items]      
Number of suppliers with company partners Joint Venture | Supplier 1    
Minority interests in number of suppliers | Supplier 2    
v3.24.0.1
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Current:      
Federal $ 34,600 $ 31,683 $ 43,374
State 5,602 7,141 5,755
Foreign 2,002 1,708 1,075
Current, Total 42,204 40,532 50,204
Deferred:      
Federal (1,936) (4,003) (9,609)
State (338) (1,022) (1,368)
Foreign (686) (855) (993)
Deferred, Total (2,960) (5,880) (11,970)
Total $ 39,244 $ 34,652 $ 38,234
v3.24.0.1
Income Taxes - Reconciliation of Income Taxes at Statutory Tax Rate to Company's Effective Tax Rate (Details)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]      
Federal taxes at statutory rate 21.00% 21.00% 21.00%
State taxes, net of federal tax benefit 2.60% 2.70% 2.10%
Research and development tax credit (0.70%) (0.70%) (0.40%)
Federal permanent items 0.30% (0.20%) 0.00%
Effect of foreign operations 0.30% 0.00% (0.20%)
Other (0.20%) (0.60%) 0.00%
Effective tax rate 23.30% 22.20% 22.50%
v3.24.0.1
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Income Tax Contingency [Line Items]        
Net unrecognized tax benefits $ 4,539 $ 3,856 $ 1,204 $ 1,060
Income from operations: $ 214,760 $ 171,048 $ 171,551  
Federal net operating loss expire period 2036      
State net operating loss carryforwards expire period 2037      
Federal        
Income Tax Contingency [Line Items]        
Operating loss carryforwards $ 200      
Income from operations: 100      
State        
Income Tax Contingency [Line Items]        
Operating loss carryforwards $ 100      
v3.24.0.1
Income Taxes - Change in Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Balance at beginning of year $ 3,856 $ 1,204 $ 1,060
Reductions due to lapses in statutes of limitations (716) (139) 0
Reductions due to tax positions settled 0 0 0
Additions related to positions taken during a prior period 0 2,136 0
Reductions due to reversals of prior year positions 0 0 (30)
Additions based on tax positions taken during the current period 1,399 655 174
Balance at end of year $ 4,539 $ 3,856 $ 1,204
v3.24.0.1
Income Taxes - Reconciliation of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Assets:    
Inventories $ 17,829 $ 13,662
Accounts receivable 20,472 20,446
Operating lease liability 26,261 24,904
Accrued expenses 19,265 12,526
Net operating losses 289 1,285
Foreign tax credits 469 469
State tax credits 379 403
Capital loss carryforward 478 481
Total deferred tax assets 85,442 74,176
Valuation allowance (1,354) (1,377)
Net deferred tax assets 84,088 72,799
Liabilities:    
Depreciation 16,481 18,132
Goodwill and intangible assets 49,798 41,693
Operating lease right of use asset 25,142 23,924
Other 1,592 876
Gross deferred tax liabilities 93,013 84,625
Net deferred tax liabilities $ (8,925) $ (11,826)
v3.24.0.1
Commitments and Contingencies (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Commitments and Contingencies Disclosure [Abstract]      
Maximum additional contingent payments to be made $ 102,000    
Fair value of estimated payments 0 $ 20,000  
Net decrease in contingent consideration liability 20,000    
Fair value adjustment to contingent consideration 20,468 0 $ 0
Increase due to accretion as a result of the passage of time $ 500    
Contingent consideration paid   $ 1,800  
v3.24.0.1
Revenue Recognition - Additional Information (Details) - Customer
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Revenue From Contract With Customer [Line Items]      
Maximum credit terms allow to customers 1 year    
Number of customers exceeding 10% of net sales 3 3 3
Sales Revenue, Net | Customer Concentration Risk | Three Customer      
Revenue From Contract With Customer [Line Items]      
Total percentage of sales to customers exceeding 10% of sales 44.00% 49.00% 54.00%
Maximum      
Revenue From Contract With Customer [Line Items]      
Customer purchase order duration of contract 1 year    
Customer pays for good or service future duration 1 year    
Expense costs to obtain as incurred, expected period of benefit, amortization period 1 year    
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01      
Revenue From Contract With Customer [Line Items]      
Revenue, remaining performance obligations for contract, initial term 1 year    
v3.24.0.1
Revenue Recognition - Summary of Disaggregated Net Sales (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Disaggregation Of Revenue [Line Items]      
Net Sales $ 1,929,788 $ 1,733,749 $ 1,345,249
Net Sales to U.S. Customers      
Disaggregation Of Revenue [Line Items]      
Net Sales 1,772,092 1,606,472 1,269,050
Net Sales to Non-U.S. Customers      
Disaggregation Of Revenue [Line Items]      
Net Sales $ 157,696 $ 127,277 $ 76,199
v3.24.0.1
Capital Stock - Additional Information (Details) - USD ($)
 1 Months Ended 12 Months Ended
May 31, 2017
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Dec. 26, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Percentage of outstanding shares owned by controlling family   16.00% 16.00%    
Shares authorized of undesignated capital stock for future issuance   50,000,000      
Date of plan approval   May 16, 2018      
Authorized number of common stock shares for grant   1,200,000      
Maximum grant period from date of plan approval   10 years      
Shares available for grant under the plan   442,462      
Weighted-average grant-date fair value (dollars per share)   $ 91.13 $ 96.96 $ 101.36  
Compensation cost related to stock options   $ 2,000,000 $ 1,700,000 $ 1,300,000  
Cash received from stock option exercises under the plan   $ 1,167,000 1,046,000 2,455,000  
Common stock, shares held by 401(K) plan   147,123      
Total 401(K) expense   $ 9,100,000 $ 8,200,000 $ 6,300,000  
Share Repurchase Program          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Share repurchase program shares authorized to be repurchased   $ 600,000,000      
Shares available for repurchase under share repurchase program   212,700,000      
Employee Stock Purchase Plan          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Authorized number of common stock shares for grant 1,000,000        
Rate of discount on shares of common stock available for sale to eligible employees 15.00%        
Number of shares purchased   29,650 25,600 40,303  
Compensation cost   $ 400,000 $ 400,000 $ 900,000  
RSAs          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Expected life         3 years
Performance-based RSAs and RSUs          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Weighted-average grant-date fair value (dollars per share)   $ 113.15 $ 111.31 $ 131.02  
Performance-based and Time-based RSAs and RSUs          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Compensation cost related to restricted stock awards and restricted stock units   $ 9,100,000 $ 7,200,000 $ 6,100,000  
RSAs and RSUs          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unrecognized compensation cost related to unvested stock options   $ 13,500,000      
Unrecognized compensation cost related to unvested stock options, weighted-average period   2 years      
Stock Options          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Expected life   5 years 3 months 18 days 5 years 3 months 18 days 5 years 3 months 18 days  
Weighted-average grant-date fair value (dollars per share)   $ 35.93 $ 32.55 $ 31.68  
Unrecognized compensation cost related to unvested stock options   $ 4,000,000      
Unrecognized compensation cost related to unvested stock options, weighted-average period   2 years 7 months 6 days      
v3.24.0.1
Capital Stock - Schedule of Weighted Average Valuation Assumptions - RSAs and RSUs (Details) - Performance Based RSAs and Performance-Based RSUs - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share price (dollars per share) $ 91.28 $ 96.36 $ 101.45
Expected dividend yield 0.00% 0.00% 0.00%
Expected stock price volatility 32.80% 38.30% 38.90%
Risk-free interest rate 4.60% 1.60% 0.20%
Expected life 2 years 9 months 18 days 2 years 9 months 18 days 2 years 9 months 18 days
v3.24.0.1
Capital Stock - Summary of RSA and RSU Activity (Details) - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Shares      
Beginning balance (in shares) 238,922 206,677 217,735
Granted (in shares) 112,893 130,131 81,694
Vested (in shares) (73,169) (55,255) (45,970)
Canceled (in shares) (21,092) (42,631) (46,782)
Ending balance (in shares) 257,554 238,922 206,677
Weighted Average Fair Value      
Beginning balance, weighted average fair value (dollars per share) $ 92.07 $ 85.97 $ 72.77
Granted, weighted average fair value (dollars per share) 95.34 96.32 106.23
Vested, weighted average fair value (dollars per share) 80.63 83.70 70.62
Cancelled, weighted average fair value (dollars per share) 85.00 85.89 74.85
Ending balance, weighted average fair value (dollars per share) $ 97.33 $ 92.07 $ 85.97
v3.24.0.1
Capital Stock - Summary of Weighted Average Valuation Assumptions - Options Granted (Details) - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted-average grant-date fair value (dollars per share) $ 91.13 $ 96.96 $ 101.36
Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected dividend yield 0.00% 0.00% 0.00%
Expected stock price volatility 35.00% 34.00% 34.00%
Risk-free interest rate 4.30% 1.80% 0.70%
Expected life 5 years 3 months 18 days 5 years 3 months 18 days 5 years 3 months 18 days
Weighted-average grant-date fair value (dollars per share) $ 35.93 $ 32.55 $ 31.68
v3.24.0.1
Capital Stock - Summary of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Shares      
Beginning balance (in shares) 268,119 233,396 250,779
Granted (in shares) 79,404 79,749 59,578
Exercised (in shares) (24,297) (32,201) (67,504)
Canceled (in shares) (4,521) (12,162) (9,457)
Expired (in shares) (7,488) (663)  
Ending balance (in shares) 311,217 268,119 233,396
Ending balance, exercisable (in shares) 134,348    
Option Price per Share      
Expired, option price per share (dollars per share)   $ 101.45  
Weighted Average Price      
Beginning balance, weighted average price (dollars per share) $ 84.03 77.85 $ 70.21
Granted, weighted average price (dollars per share) 91.13 96.96 101.36
Exercised, weighted average price (dollars per share) 72.33 71.74 70.04
Cancelled, weighted average price (dollars per share) 88.52 82.19 79.02
Expired, weighted average price (dollars per share) 91.24 101.45  
Ending balance, weighted average price (dollars per share) 86.52 84.03 77.85
Exercisable, weighted average price (dollars per share) $ 80.35    
Balance at December 31, 2023, weighted average remaining term (in years) 5 years 4 months 24 days    
Exercisable, weighted average remaining term (in years) 4 years 4 months 24 days    
Balance at December 31, 2023, aggregate intrinsic value $ 1,697    
Exercisable, aggregate intrinsic value $ 1,243    
Minimum      
Option Price per Share      
Beginning balance, option price per share (dollars per share) $ 61.68 61.68 41.59
Granted, option price per share (dollars per share) 86.63 83.81 95.98
Exercised, option price per share (dollars per share) 61.68 61.68 41.59
Cancelled, option price per share (dollars per share) 82.94 61.68 61.68
Expired, option price per share (dollars per share) 81.91    
Ending balance, option price per share (dollars per share) 61.68 61.68 61.68
Ending balance, Exercisable option price per share (dollars per share) 61.68    
Maximum      
Option Price per Share      
Beginning balance, option price per share (dollars per share) 111.53 103.61 84.93
Granted, option price per share (dollars per share) 91.28 111.53 103.61
Exercised, option price per share (dollars per share) 82.94 83.06 82.94
Cancelled, option price per share (dollars per share) 101.45 101.45 101.45
Expired, option price per share (dollars per share) 101.45    
Ending balance, option price per share (dollars per share) 111.53 $ 111.53 $ 103.61
Ending balance, Exercisable option price per share (dollars per share) $ 111.53    
v3.24.0.1
Capital Stock - Summary of Shares Repurchase and Cancellation (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Common Stock Repurchases      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares repurchased and canceled (in shares) 13,778 23,015 11,452
Total cost of shares repurchased and canceled (in thousands) $ 1,160 $ 2,357 $ 1,172
Average price per share (in dollars per share) $ 84.22 $ 102.40 $ 102.38
Share Repurchase Program      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares repurchased and canceled (in shares) 201,632 180,750 605,628
Total cost of shares repurchased and canceled (in thousands) $ 15,333 $ 17,577 $ 61,583
Average price per share (in dollars per share) $ 76.05 $ 97.24 $ 101.68
v3.24.0.1
Earnings Per Share - Additional Information (Details) - shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Earnings Per Share [Abstract]      
Stock-based awards considered as anti-dilutive 297,500 63,500 14,250
v3.24.0.1
Earnings Per Share - Schedule of Computation of Basic Earnings per Share and Diluted Earnings per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Numerator:      
Net income $ 129,259 $ 121,549 $ 131,532
Denominator:      
Weighted average basic shares outstanding (in shares) 31,455 31,434 31,810
Effect of compensation awards (in shares) 78 109 151
Weighted averaged diluted shares outstanding (in shares) 31,533 31,543 31,961
Earnings per share:      
Basic (dollars per share) $ 4.11 $ 3.87 $ 4.13
Diluted (dollars per share) $ 4.10 $ 3.85 $ 4.12
v3.24.0.1
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 25, 2021
Allowance for doubtful accounts:      
Valuation and Qualifying Accounts      
Balance, beginning of period $ 1,363 $ 1,326 $ 1,260
Provision 4,592 56 177
Charge-offs (2,437) (19) (111)
Balance, end of period 3,518 1,363 1,326
Allowance for customer credits:      
Valuation and Qualifying Accounts      
Balance, beginning of period 192,116 188,080 155,751
Provision 407,328 373,157 334,615
Charge-offs (394,949) (369,121) (302,286)
Balance, end of period $ 204,495 $ 192,116 $ 188,080