Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 23, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-10883 | |
Entity Registrant Name | WABASH NATIONAL CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-1375208 | |
Entity Address, Address Line One | 3900 McCarty Lane | |
Entity Address, City or Town | Lafayette | |
Entity Address, State or Province | IN | |
Entity Address, Postal Zip Code | 47905 | |
City Area Code | 765 | |
Local Phone Number | 771-5300 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | WNC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 50,009,288 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000879526 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 134,375 | $ 217,677 |
Accounts receivable, net | 121,390 | 101,301 |
Inventories, net | 252,550 | 163,750 |
Prepaid expenses and other | 79,669 | 63,036 |
Total current assets | 587,984 | 545,764 |
Property, plant, and equipment, net | 207,369 | 209,676 |
Goodwill | 188,438 | 199,560 |
Intangible assets, net | 154,048 | 166,887 |
Other assets | 42,661 | 39,583 |
Total assets | 1,180,500 | 1,161,470 |
Current liabilities: | ||
Current portion of long-term debt | 0 | 0 |
Current portion of finance lease obligations | 206 | 348 |
Accounts payable | 171,377 | 104,425 |
Other accrued liabilities | 110,966 | 130,980 |
Total current liabilities | 282,549 | 235,753 |
Long-term debt | 418,900 | 447,979 |
Finance lease obligations | 0 | 30 |
Deferred income taxes | 52,517 | 46,777 |
Other non-current liabilities | 26,554 | 26,052 |
Total liabilities | 780,520 | 756,591 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock 200,000,000 shares authorized, $0.01 par value, 50,464,034 and 52,536,482 shares outstanding, respectively | 758 | 755 |
Additional paid-in capital | 650,358 | 644,695 |
Retained earnings | 114,445 | 107,233 |
Accumulated other comprehensive income | 31,158 | 7,633 |
Treasury stock at cost, 25,422,064 and 23,004,607 common shares, respectively | (396,739) | (355,437) |
Total stockholders' equity | 399,980 | 404,879 |
Total liabilities and stockholders’ equity | $ 1,180,500 | $ 1,161,470 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares outstanding (in shares) | 50,464,034 | 52,536,482 |
Treasury stock, shares (in shares) | 25,422,064 | 23,004,607 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 449,422 | $ 339,153 | $ 841,425 | $ 726,227 |
Cost of sales | 393,814 | 304,832 | 738,651 | 655,163 |
Gross profit | 55,608 | 34,321 | 102,774 | 71,064 |
General and administrative expenses | 22,907 | 19,633 | 45,774 | 45,825 |
Selling expenses | 6,065 | 4,886 | 12,730 | 12,884 |
Amortization of intangible assets | 5,799 | 5,493 | 11,597 | 10,988 |
Impairment and other, net | (1,847) | (1,690) | (1,226) | 105,424 |
Income (loss) from operations | 22,684 | 5,999 | 33,899 | (104,057) |
Other income (expense): | ||||
Interest expense | (6,034) | (5,882) | (12,184) | (12,154) |
Other, net | (413) | 285 | (427) | 405 |
Other expense, net | (6,447) | (5,597) | (12,611) | (11,749) |
Income (loss) before income tax expense (benefit) | 16,237 | 402 | 21,288 | (115,806) |
Income tax expense (benefit) | 3,985 | 548 | 5,819 | (9,013) |
Net income (loss) | $ 12,252 | $ (146) | $ 15,469 | $ (106,793) |
Net income (loss) per share: | ||||
Basic (in usd per share) | $ 0.24 | $ 0 | $ 0.30 | $ (2.01) |
Diluted (in usd per share) | $ 0.24 | $ 0 | $ 0.29 | $ (2.01) |
Weighted average common shares outstanding (in thousands): | ||||
Basic (in shares) | 51,272 | 52,874 | 51,697 | 53,015 |
Diluted (in shares) | 51,989 | 52,874 | 52,472 | 53,015 |
Dividends declared per share (in usd per share) | $ 0.08 | $ 0.08 | $ 0.16 | $ 0.16 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 12,252 | $ (146) | $ 15,469 | $ (106,793) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | 667 | 318 | 364 | (1,318) |
Unrealized gain (loss) on derivative instruments | 8,631 | 2,264 | 23,161 | (1,619) |
Net change during the period | 9,298 | 2,582 | 23,525 | (2,937) |
Comprehensive income (loss) | $ 21,550 | $ 2,436 | $ 38,994 | $ (109,730) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net income (loss) | $ 15,469 | $ (106,793) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities | ||
Depreciation | 12,881 | 11,657 |
Amortization of intangibles | 11,597 | 10,988 |
Net gain on sale of property, plant and equipment and business divestiture | (2,043) | (1,690) |
Loss on debt extinguishment | 452 | 0 |
Deferred income taxes | (1,799) | (2,648) |
Stock-based compensation | 4,216 | 416 |
Impairment | 817 | 107,114 |
Non-cash interest expense | 591 | 535 |
Accounts receivable | (25,758) | 48,785 |
Inventories | (89,733) | (14,154) |
Prepaid expenses and other | 2,500 | (8,195) |
Accounts payable and accrued liabilities | 56,074 | (22,126) |
Other, net | 1,650 | (1,235) |
Net cash (used in) provided by operating activities | (13,086) | 22,654 |
Cash flows from investing activities | ||
Capital expenditures | (11,063) | (10,921) |
Proceeds from the sale of assets and business divestiture | 20,978 | 2,725 |
Net cash provided by (used in) investing activities | 9,915 | (8,196) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 1,450 | 0 |
Dividends paid | (8,437) | (8,742) |
Borrowings under revolving credit facilities | 232 | 45,449 |
Payments under revolving credit facilities | (232) | (45,449) |
Principal payments under finance lease obligations | (172) | (162) |
Principal payments under term loan credit facility | (30,000) | 0 |
Debt issuance costs paid | 0 | (12) |
Stock repurchases | (41,302) | (10,065) |
Net cash used in financing activities | (78,461) | (18,981) |
Cash and cash equivalents: | ||
Net decrease in cash, cash equivalents, and restricted cash | (81,632) | (4,523) |
Cash, cash equivalents, and restricted cash at beginning of period | 217,677 | 140,516 |
Cash, cash equivalents, and restricted cash at end of period | 136,045 | 135,993 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 11,508 | 11,732 |
Refunds received for income taxes | $ (247) | $ (520) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Lossses) | Treasury Stock |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 53,473,620 | |||||
Balance at beginning of period at Dec. 31, 2019 | $ 520,988 | $ 750 | $ 638,917 | $ 221,841 | $ (3,978) | $ (336,542) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (106,647) | (106,647) | ||||
Foreign currency translation | (1,636) | (1,636) | ||||
Stock-based compensation (in shares) | 141,223 | |||||
Stock-based compensation | (917) | $ 3 | (920) | |||
Stock repurchase (in shares) | (766,122) | |||||
Stock repurchase | (10,051) | (10,051) | ||||
Common stock dividends | (3,885) | (3,885) | ||||
Unrealized gain (loss) on derivative instruments | (3,883) | (3,883) | ||||
Balance at end of period (in shares) at Mar. 31, 2020 | 52,848,721 | |||||
Balance at end of period at Mar. 31, 2020 | 393,969 | $ 753 | 637,997 | 111,309 | (9,497) | (346,593) |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 53,473,620 | |||||
Balance at beginning of period at Dec. 31, 2019 | 520,988 | $ 750 | 638,917 | 221,841 | (3,978) | (336,542) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (106,793) | |||||
Foreign currency translation | (1,318) | |||||
Unrealized gain (loss) on derivative instruments | (1,619) | |||||
Balance at end of period (in shares) at Jun. 30, 2020 | 52,906,115 | |||||
Balance at end of period at Jun. 30, 2020 | 393,217 | $ 753 | 639,330 | 106,656 | (6,915) | (346,607) |
Balance at beginning of period (in shares) at Mar. 31, 2020 | 52,848,721 | |||||
Balance at beginning of period at Mar. 31, 2020 | 393,969 | $ 753 | 637,997 | 111,309 | (9,497) | (346,593) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (146) | (146) | ||||
Foreign currency translation | 318 | 318 | ||||
Stock-based compensation (in shares) | 57,394 | |||||
Stock-based compensation | 1,333 | 1,333 | ||||
Stock repurchase | (14) | (14) | ||||
Common stock dividends | (4,507) | (4,507) | ||||
Unrealized gain (loss) on derivative instruments | 2,264 | 2,264 | ||||
Balance at end of period (in shares) at Jun. 30, 2020 | 52,906,115 | |||||
Balance at end of period at Jun. 30, 2020 | 393,217 | $ 753 | 639,330 | 106,656 | (6,915) | (346,607) |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 52,536,482 | |||||
Balance at beginning of period at Dec. 31, 2020 | 404,879 | $ 755 | 644,695 | 107,233 | 7,633 | (355,437) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 3,217 | 3,217 | ||||
Foreign currency translation | (303) | (303) | ||||
Stock-based compensation (in shares) | 101,083 | |||||
Stock-based compensation | 2,032 | $ 1 | 2,031 | |||
Stock repurchase (in shares) | (1,038,674) | |||||
Stock repurchase | (19,321) | (19,321) | ||||
Common stock dividends | (3,967) | (3,967) | ||||
Unrealized gain (loss) on derivative instruments | 14,530 | 14,530 | ||||
Stock option exercises (in shares) | 112,400 | |||||
Stock option exercises | 1,235 | $ 1 | 1,234 | |||
Balance at end of period (in shares) at Mar. 31, 2021 | 51,711,291 | |||||
Balance at end of period at Mar. 31, 2021 | 402,302 | $ 757 | 647,960 | 106,483 | 21,860 | (374,758) |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 52,536,482 | |||||
Balance at beginning of period at Dec. 31, 2020 | 404,879 | $ 755 | 644,695 | 107,233 | 7,633 | (355,437) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 15,469 | |||||
Foreign currency translation | 364 | |||||
Unrealized gain (loss) on derivative instruments | 23,161 | |||||
Balance at end of period (in shares) at Jun. 30, 2021 | 50,464,034 | |||||
Balance at end of period at Jun. 30, 2021 | 399,980 | $ 758 | 650,358 | 114,445 | 31,158 | (396,739) |
Balance at beginning of period (in shares) at Mar. 31, 2021 | 51,711,291 | |||||
Balance at beginning of period at Mar. 31, 2021 | 402,302 | $ 757 | 647,960 | 106,483 | 21,860 | (374,758) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 12,252 | 12,252 | ||||
Foreign currency translation | 667 | 667 | ||||
Stock-based compensation (in shares) | 37,147 | |||||
Stock-based compensation | 2,184 | $ 1 | 2,183 | |||
Stock repurchase (in shares) | (1,304,214) | |||||
Stock repurchase | (21,981) | (21,981) | ||||
Common stock dividends | (4,290) | (4,290) | ||||
Unrealized gain (loss) on derivative instruments | 8,631 | 8,631 | ||||
Stock option exercises (in shares) | 19,810 | |||||
Stock option exercises | 215 | 215 | ||||
Balance at end of period (in shares) at Jun. 30, 2021 | 50,464,034 | |||||
Balance at end of period at Jun. 30, 2021 | $ 399,980 | $ 758 | $ 650,358 | $ 114,445 | $ 31,158 | $ (396,739) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATIONThe condensed consolidated financial statements of Wabash National Corporation (the “Company,” “Wabash,” “we,” “our,” or “us”) have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements contain all material adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company, its results of operations, and its cash flows. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTSIn March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. ASU No. 2020-04 is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt this standard when LIBOR is discontinued. The Company is evaluating the impact the new standard will have on our condensed consolidated financial statements and related disclosures but does not anticipate a material impact. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales and the associated costs included in Cost of sales in the Condensed Consolidated Statements of Operations. For shipping and handling costs that take place after the transfer of control, the Company applies the practical expedient and treats such costs as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense. For performance obligations satisfied over time, which include certain equipment-related sales within our Diversified Products reportable segment that have no alternative use and contain an enforceable right to payment, as well as service work whereby the customer simultaneously receives and consumes the benefits provided, the Company recognizes revenue on the basis of the Company’s efforts or inputs to the satisfaction of these performance obligations, measured by actual total cost incurred to the total estimated costs for each project. Total revenue recognized over time was not material to the condensed consolidated financial statements for all periods presented. The Company has identified three separate and distinct performance obligations: 1) the sale of a trailer or equipment, 2) the sale of replacement parts, and 3) service work. For trailer, truck body, equipment, and replacement part sales, control is transferred and revenue is recognized from the sale upon shipment to or pick up by the customer in accordance with the contract terms. The Company does not have any material extended payment terms as payment is received shortly after the point of sale. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company does have customers who pay for the product prior to the transfer of control which is recorded as customer deposits in Other accrued liabilities as shown in Note 10. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product. |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL Goodwill & Extract Technology ® Divestiture As of June 30, 2021, goodwill allocated to our Commercial Trailer Products, Diversified Products (“DPG”), and Final Mile Products (“FMP”) segments was approximately $2.6 million, $113.9 million, and $71.9 million, respectively. The Company considered whether there were any indicators of impairment during the three and six months ended June 30, 2021 and concluded there were none. As further described in Note 17, during the second quarter of 2021, the Company sold its Extract Technology ® (“Extract”) business that manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets. Prior to the divestiture, Extract was an operating unit within the Diversified Products reporting unit. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the Diversified Products reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting net gain recognized in connection with the sale. Prior to and subsequent to the divestiture, the Company performed an impairment assessment for the Diversified Products reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value. Q1 2020 Impairment The Company did not perform in-line with expectations during the first quarter of 2020, partially as a result of the COVID-19 pandemic. In addition, subsequent to December 31, 2019, the Company’s share price and market capitalization declined. As a result, indicators of impairment were identified and the Company performed an interim quantitative assessment as of March 31, 2020, utilizing a combination of the income and market approaches, which were weighted evenly. The results of the quantitative analysis indicated the carrying value of the FMP and Tank Trailers (which is within the DPG segment) reporting units exceeded their respective fair values and, accordingly, goodwill impairment charges of $95.8 million and $11.0 million, respectively, were recorded during the first quarter of 2020. The goodwill impairment charges, which were based on Level 3 fair value measurements, are included in Impairment and other, net in the Condensed Consolidated Statements of Operations. The changes in the carrying amounts of goodwill from December 31, 2019 through the six-month period ended June 30, 2021 were as follows (in thousands): Commercial Trailer Products Diversified Products Final Mile Products Total Balance at December 31, 2019 Goodwill 4,288 140,686 167,715 312,689 Accumulated impairment losses (1,663) — — (1,663) Net balance as of December 31, 2019 2,625 140,686 167,715 311,026 Goodwill impairments — (10,971) (95,766) (106,737) Impact of divestiture on goodwill — (4,685) — $ (4,685) Effects of foreign currency — (44) — (44) Balance at December 31, 2020 Goodwill 4,288 135,957 167,715 307,960 Accumulated impairment losses (1,663) (10,971) (95,766) (108,400) Net balance as of December 31, 2020 2,625 124,986 71,949 199,560 Effects of foreign currency — (8) — (8) Balance at March 31, 2021 Goodwill 4,288 135,949 167,715 307,952 Accumulated impairment losses (1,663) (10,971) (95,766) (108,400) Net balance as of March 31, 2021 2,625 124,978 71,949 199,552 Impact of divestiture on goodwill — (11,101) — (11,101) Effects of foreign currency — (13) — (13) Balance at June 30, 2021 Goodwill 4,288 124,835 167,715 296,838 Accumulated impairment losses (1,663) (10,971) (95,766) (108,400) Net balance as of June 30, 2021 $ 2,625 $ 113,864 $ 71,949 $ 188,438 |
INVENTORIES, NET
INVENTORIES, NET | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. Inventories, net of reserves, consist of the following components (in thousands): June 30, December 31, Raw materials and components $ 144,078 $ 99,418 Finished goods 90,456 44,695 Work in progress 11,074 11,592 Aftermarket parts 5,628 6,567 Used trailers 1,314 1,478 $ 252,550 $ 163,750 |
PREPAID EXPENSES AND OTHER
PREPAID EXPENSES AND OTHER | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER | PREPAID EXPENSES AND OTHER Prepaid expenses and other current assets consist of the following (in thousands): June 30, December 31, Chassis converter pool agreements $ 14,661 $ 17,767 Assets held for sale 350 1,897 Income tax receivables 11,054 18,073 Restricted cash 1,670 — Insurance premiums & maintenance/subscription agreements 8,226 4,384 Commodity swap contracts 39,621 13,750 All other 4,087 7,165 $ 79,669 $ 63,036 Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales to the manufacturer’s dealers. Assets held for sale are related to property, plant, and equipment assets that are unused and are actively being marketed for sale. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. As further described in Note 8, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Other items primarily consist of contract assets related to contracts for which the Company recognizes revenue over time, and investments held by the Company’s captive insurance subsidiary. As of June 30, 2021, restricted cash included in prepaid expenses and other current assets totaled approximately $1.7 million. As of December 31, 2020, there was no restricted cash included in prepaid expenses and other current assets. The following table provides a summary of cash, cash equivalents, and restricted cash amounts reported on the Condensed Consolidated Balance Sheets that reconcile the total of such amounts as shown on the Condensed Consolidated Statements of Cash Flows: June 30, December 31, Cash and cash equivalents $ 134,375 $ 217,677 Restricted cash included in prepaid expenses and other 1,670 — Total cash, cash equivalents, and restricted cash $ 136,045 $ 217,677 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt consists of the following (in thousands): June 30, December 31, Senior Notes due 2025 $ 315,000 $ 315,000 New Term Loan Credit Agreement due 2027 108,835 138,835 423,835 453,835 Less: unamortized discount and fees (4,935) (5,856) Less: current portion — — $ 418,900 $ 447,979 Senior Notes On September 26, 2017, the Company issued Senior Notes due 2025 (the “Senior Notes”) with an aggregate principal amount of $325 million. The Senior Notes bear interest at the rate of 5.50% per annum from the date of issuance, and pay interest semi-annually in cash on April 1 and October 1 of each year. The Company used the net proceeds of $318.9 million from the sale of the Senior Notes to finance a portion of the acquisition of Supreme and to pay related fees and expenses. The Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Senior Notes and related guarantees are the Company’s and the guarantors’ general unsecured senior obligations and are subordinate to all of the Company’s and the guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the Senior Notes are structurally subordinate to any existing and future debt of any of the Company’s subsidiaries that are not guarantors, to the extent of the assets of those subsidiaries. The Senior Notes will mature on October 1, 2025. The indenture for the Senior Notes restricts the Company’s ability and the ability of certain of its subsidiaries, subject to certain exceptions and qualifications, to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or with respect to any other interest or participation in, or measured by, its profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of its assets. The indenture for the Senior Notes contains customary events of default and covenants. As of June 30, 2021, the Company was in compliance with all covenants. Contractual coupon interest expense and accretion of discount and fees for the Senior Notes for the three- and six-month periods ended June 30, 2021 was $4.5 million and $9.0 million, respectively, compared to $4.6 million and $9.3 million for the three- and six-month periods ended June 30, 2020, respectively. Contractual coupon interest expense and accretion of discount and fees are included in Interest expense on the Company’s Condensed Consolidated Statements of Operations. Revolving Credit Agreement On December 21, 2018, the Company entered into the Second Amended and Restated Credit Agreement among the Company, certain of its subsidiaries as borrowers (together with the Company, the “Borrowers”), the lenders from time to time party thereto, and Wells Fargo Capital Finance, LLC as the administrative agent (the “Revolver Agent”), which amended and restated the Company’s existing amended and restated revolving credit agreement, dated as of May 8, 2012. On September 28, 2020, the Company entered into the First Amendment to Second Amended and Restated Credit Agreement (the “Amendment,” and together with the Second Amended and Restated Credit Agreement, the “Revolving Credit Agreement” or “Revolving Facility”) among the Company, certain of its subsidiaries party thereto, the lenders party thereto, and the Revolver Agent. The Amendment primarily made conforming changes to the provisions in the Revolving Credit Agreement to reflect modifications made under the new term loan credit agreement, which is described in more detail below. The Revolving Credit Agreement is guaranteed by certain subsidiaries of the Company (the “Revolver Guarantors”) and is secured by (i) first priority security interests in substantially all personal property of the Borrowers and the Revolver Guarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash or other assets in such accounts and, to the extent evidencing or otherwise related to such property, all general intangibles, licenses, intercompany debt, letter of credit rights, commercial tort claims, chattel paper, instruments, supporting obligations, documents and payment intangibles (collectively, the “Revolver Priority Collateral”), and (ii) second-priority liens on and security interests in (A) equity interests of each direct subsidiary held by the Borrowers and each Revolver Guarantor, and (B) substantially all other tangible and intangible assets of the Borrowers and the Revolver Guarantors, excluding real property (the “Term Priority Collateral”). The Revolving Credit Agreement has a scheduled maturity date of December 21, 2023, subject to certain springing maturity events. Under the Revolving Credit Agreement, the lenders agree to make available to the Company a $175 million revolving credit facility. The Company has the option to increase the total commitment under the facility to up to $275 million, subject to certain conditions. Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in an amount not in excess of $15 million, and allows for swingline loans in an amount not in excess of $17.5 million. Outstanding borrowings under the Revolving Credit Agreement will bear interest at an annual rate, at the Borrowers’ election, equal to (i) London Interbank Offer Rate (“LIBOR”) plus a margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending upon the monthly average excess availability under the revolving loan facility. The Borrowers are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses thereunder. The Revolving Credit Agreement contains various customary covenants. In addition, the Company will be required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Revolving Credit Agreement is less than 10% of the total revolving commitment. The Company was in compliance with all covenants as of June 30, 2021. During the three-month period ended June 30, 2021 and as of June 30, 2021, there were no amounts outstanding under the Revolving Facility. The Company paid no interest under the Revolving Credit Agreement during the three- and six-month periods ended June 30, 2021. During the three-month period ended March 31, 2020, the Company drew $45.0 million under the Revolving Credit Agreement as a precautionary measure in response to the uncertainty caused by the COVID-19 pandemic. During the second quarter of 2020, the Company repaid the $45.0 million in outstanding borrowings and as of June 30, 2020 there were no amounts outstanding under the Revolving Credit Facility. For the three- and six-month periods ended June 30, 2020, the Company paid approximately $0.2 million of interest under the Revolving Credit Agreement. The Company’s liquidity position, defined as cash and restricted cash on hand and available borrowing capacity on the Revolving Facility, amounted to $304.3 million as of June 30, 2021 and $384.0 million as of December 31, 2020. New and Old Term Loan Credit Agreements On September 28, 2020, the Company entered into a Term Loan Credit Agreement (the “New Term Loan Credit Agreement”) among the Company, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as the administrative agent (the “Term Agent”), providing for a senior secured term loan facility of $150 million that was advanced at closing. The New Term Loan Credit Agreement refinanced and replaced that certain Term Loan Credit Agreement, dated as of May 8, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Old Term Loan Credit Agreement”), among the Company, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent. The New Term Loan Credit Agreement is guaranteed by certain subsidiaries of the Company (the “Term Loan Guarantors”) and is secured by (i) second priority security interests (subject only to the liens securing the Revolving Credit Agreement, customary permitted liens, and certain other permitted liens) in substantially all personal property of the Company and the Term Loan Guarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash or other assets in such accounts and, to the extent evidencing or otherwise related to such property, all general intangibles, licenses, intercompany debt, letter of credit rights, commercial tort claims, chattel paper, instruments, supporting obligations, documents and payment intangibles, and (ii) first priority security interests (subject only to customary permitted liens and certain other permitted liens) in (A) subject to certain limitations, equity interests of each direct subsidiary held by the Company and each Term Loan Guarantor, and (B) substantially all other tangible and intangible assets of the Company and the Term Loan Guarantors, including equipment, general intangibles, intercompany notes, investment property and intellectual property, but excluding real property. The respective priorities of the security interests securing the New Term Loan Credit Agreement and the Revolving Credit Agreement are governed by an Intercreditor Agreement, dated as of September 28, 2020, between the Term Agent and the Revolver Agent (the “Intercreditor Agreement”). The New Term Loan Credit Agreement has a scheduled maturity date of September 28, 2027. The loans under the New Term Loan Credit Agreement amortize in quarterly installments equal to 0.25% of the original principal amount of the term loans issued thereunder, with the balance payable at maturity. Outstanding borrowings under the New Term Loan Credit Agreement bear interest at a rate, at the Company’s election, equal to (i) LIBOR (subject to a floor of 0.75% per annum) plus a margin of 3.25% per annum or (ii) a base rate plus a margin of 2.25% per annum. The New Term Loan Credit Agreement contains customary covenants limiting the ability of the Company and its subsidiaries to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, pay off subordinated indebtedness, make investments and dispose of assets. As of June 30, 2021, the Company was in compliance with all covenants. Subject to the terms of the Intercreditor Agreement, if the covenants under the New Term Loan Credit Agreement are breached, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customary events of default in the New Term Loan Credit Agreement include, without limitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain other indebtedness, and the incurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 60 days. As of June 30, 2021, the Company had $108.8 million outstanding under the New Term Loan Credit Agreement, of which none was classified as current on the Company’s Condensed Consolidated Balance Sheets. For the three- and six-month periods ended June 30, 2021, the Company paid interest of $1.3 million and $2.7 million, respectively, under the New Term Loan Credit Agreement. In addition, during the three months ended June 30, 2021, the Company made principal payments totaling $30.0 million and recognized loss on debt extinguishment charges of approximately $0.5 million. The extinguishment charges are included in Other, net in the Condensed Consolidated Statements of Operations. For the three- and six-month periods ended June 30, 2020, under the Old Term Loan Credit Agreement the Company paid interest of $1.0 million and $2.4 million and made no principal payments during either period. For each three-month period ended June 30, 2021 and 2020, the Company incurred charges of less than $0.1 million, and $0.1 million for each six-month period ended June 30, 2021 and 2020, for amortization of fees and original issuance discount. Amortization of fees and original issuance discount are included in Interest expense in the Condensed Consolidated Statements of Operations. |
FINANCIAL DERIVATIVE INSTRUMENT
FINANCIAL DERIVATIVE INSTRUMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FINANCIAL DERIVATIVE INSTRUMENTS | FINANCIAL DERIVATIVE INSTRUMENTS Commodity Pricing Risk As of June 30, 2021, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $110.8 million. The Company uses commodity swap contracts to mitigate the risks associated with fluctuations in commodity prices impacting its cash flows related to inventory purchases from suppliers. The Company does not hedge all commodity price risk. At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified monthly settlement dates and will be recognized into earnings through January 2022. The effective portion of the hedging transaction is recognized in Accumulated Other Comprehensive Income (“AOCI”) and transferred to earnings when the forecasted hedged transaction takes place or when the forecasted hedged transaction is no longer probable to occur. Financial Statement Presentation As of June 30, 2021 and December 31, 2020, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands): Asset / (Liability) Derivatives Balance Sheet Caption June 30, December 31, Derivatives designated as hedging instruments Commodity swap contracts Prepaid expenses and other $ 39,621 $ 13,750 Commodity swap contracts Accounts payable and Other accrued liabilities (1,408) (366) Total derivatives designated as hedging instruments $ 38,213 $ 13,384 The following table summarizes the gain or loss recognized in AOCI as of June 30, 2021 and December 31, 2020 and the amounts reclassified from AOCI into earnings for the three and six months ended June 30, 2021 and 2020 (in thousands): Amount of Gain Recognized in AOCI on Derivatives (Effective Portion, net of tax) Location of Gain (Loss) Reclassified from AOCI into Earnings Amount of Gain (Loss) June 30, December 31, Three Months Ended Six Months Ended 2021 2020 2021 2020 Derivatives instruments Commodity swap contracts $ 32,976 $ 9,815 Cost of sales $ 8,374 $ (2,398) $ 9,410 $ (4,183) Over the next 12 months, the Company expects to reclassify approximately $44.1 million of pretax deferred gains, related to the commodity swap contracts, from AOCI to cost of sales as inventory purchases are settled. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company records a right-of-use ("ROU") asset and lease liability for substantially all leases for which it is a lessee, in accordance with Accounting Standards Codification (“ASC”) 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company has no significant lease agreements in place for which the Company is a lessor. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration. The Company leases certain industrial spaces, office spaces, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally one Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands): Classification June 30, 2021 December 31, 2020 Right-of-Use Assets Operating Other assets $ 10,533 $ 10,842 Finance Property, plant and equipment, net of depreciation 2,730 2,802 Total leased ROU assets $ 13,263 $ 13,644 Liabilities Current Operating Other accrued liabilities $ 3,585 $ 4,117 Finance Current portion of finance lease obligations 206 348 Noncurrent Operating Non-current liabilities 7,222 6,967 Finance Finance lease obligations — 30 Total lease liabilities $ 11,013 $ 11,462 Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands): Classification Three Months Ended Three Months Ended Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 1,229 $ 1,229 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales 36 36 Interest on lease liabilities Interest expense 7 12 Net lease cost $ 1,272 $ 1,277 Classification Six Months Ended Six Months Ended Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 2,484 $ 2,627 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales 72 72 Interest on lease liabilities Interest expense 15 33 Net lease cost $ 2,571 $ 2,732 Maturity of the Company’s lease liabilities as of June 30, 2021 is as follows (in thousands): Operating Leases Finance Leases Total 2021 (remainder) $ 2,281 $ 180 $ 2,461 2022 3,342 30 3,372 2023 2,516 — 2,516 2024 1,397 — 1,397 2025 799 — 799 Thereafter 1,719 — 1,719 Total lease payments $ 12,054 $ 210 $ 12,264 Less: interest 1,247 4 Present value of lease payments $ 10,807 $ 206 As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Remaining lease term and discount rates are as follows: June 30, 2021 December 31, 2020 Weighted average remaining lease term (years) Operating leases 4.2 3.6 Finance leases 0.6 1.1 Weighted average discount rate Operating leases 5.09 % 5.07 % Finance leases 6.16 % 6.16 % Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands): Six Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,450 $ 2,604 Operating cash flows from finance leases $ 9 $ 19 Financing cash flows from finance leases $ 172 $ 162 |
LEASES | LEASES The Company records a right-of-use ("ROU") asset and lease liability for substantially all leases for which it is a lessee, in accordance with Accounting Standards Codification (“ASC”) 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company has no significant lease agreements in place for which the Company is a lessor. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration. The Company leases certain industrial spaces, office spaces, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally one Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands): Classification June 30, 2021 December 31, 2020 Right-of-Use Assets Operating Other assets $ 10,533 $ 10,842 Finance Property, plant and equipment, net of depreciation 2,730 2,802 Total leased ROU assets $ 13,263 $ 13,644 Liabilities Current Operating Other accrued liabilities $ 3,585 $ 4,117 Finance Current portion of finance lease obligations 206 348 Noncurrent Operating Non-current liabilities 7,222 6,967 Finance Finance lease obligations — 30 Total lease liabilities $ 11,013 $ 11,462 Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands): Classification Three Months Ended Three Months Ended Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 1,229 $ 1,229 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales 36 36 Interest on lease liabilities Interest expense 7 12 Net lease cost $ 1,272 $ 1,277 Classification Six Months Ended Six Months Ended Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 2,484 $ 2,627 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales 72 72 Interest on lease liabilities Interest expense 15 33 Net lease cost $ 2,571 $ 2,732 Maturity of the Company’s lease liabilities as of June 30, 2021 is as follows (in thousands): Operating Leases Finance Leases Total 2021 (remainder) $ 2,281 $ 180 $ 2,461 2022 3,342 30 3,372 2023 2,516 — 2,516 2024 1,397 — 1,397 2025 799 — 799 Thereafter 1,719 — 1,719 Total lease payments $ 12,054 $ 210 $ 12,264 Less: interest 1,247 4 Present value of lease payments $ 10,807 $ 206 As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Remaining lease term and discount rates are as follows: June 30, 2021 December 31, 2020 Weighted average remaining lease term (years) Operating leases 4.2 3.6 Finance leases 0.6 1.1 Weighted average discount rate Operating leases 5.09 % 5.07 % Finance leases 6.16 % 6.16 % Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands): Six Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,450 $ 2,604 Operating cash flows from finance leases $ 9 $ 19 Financing cash flows from finance leases $ 172 $ 162 |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITIES The following table presents the major components of Other accrued liabilities (in thousands): June 30, December 31, Warranty $ 20,985 $ 20,570 Chassis converter pool agreements 14,661 17,767 Payroll and related taxes 17,009 16,163 Customer deposits 19,752 37,792 Self-insurance 14,198 12,086 Accrued interest 4,366 4,368 Operating lease obligations 3,585 4,117 Accrued taxes 5,583 4,790 All other 10,827 13,327 $ 110,966 $ 130,980 The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands): 2021 2020 Balance as of January 1 $ 20,570 $ 22,575 Provision for warranties issued in current year 2,652 2,302 Payments (2,237) (2,944) Balance as of June 30 $ 20,985 $ 21,933 The Company offers a limited warranty for its products with a coverage period that ranges between one ® trailer panels is 10 years. The Company passes through component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company’s fair value measurements are based upon a three-level valuation hierarchy. These valuation techniques are based upon the transparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy: ▪ Level 1 — Valuation is based on quoted prices for identical assets or liabilities in active markets; ▪ Level 2 — Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument; and ▪ Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement. Recurring Fair Value Measurements The Company maintains a non-qualified deferred compensation plan which is offered to senior management and other key employees. The amount owed to participants is an unfunded and unsecured general obligation of the Company. Participants are offered various investment options with which to invest the amount owed to them, and the plan administrator maintains a record of the liability owed to participants by investment. To minimize the impact of the change in market value of this liability, the Company has elected to purchase a separate portfolio of investments through the plan administrator similar to those chosen by the participant. The investments purchased by the Company include mutual funds, which are classified as Level 1, and life-insurance contracts valued based on the performance of underlying mutual funds, which are classified as Level 2. Additionally, upon the Company’s acquisition of Supreme in 2017, the Company acquired a pool of investments made by a wholly owned captive insurance subsidiary. These investments are comprised of mutual funds, which are classified as Level 1. The fair value of the Company’s derivatives is estimated with a market approach using third-party pricing services, which have been corroborated with data from active markets or broker quotes. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis, are shown below (in thousands): Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs June 30, 2021 Commodity swap contracts Recurring 38,213 — 38,213 — Mutual funds Recurring 7,134 7,134 — — Life-insurance contracts Recurring 18,535 — 18,535 — December 31, 2020 Commodity swap contracts Recurring 13,384 — 13,384 — Mutual funds Recurring 5,331 5,331 — — Life-insurance contracts Recurring 16,930 — 16,930 — Estimated Fair Value of Debt The estimated fair value of debt at June 30, 2021 consists of the Senior Notes due 2025 and borrowings under the New Term Loan Credit Agreement. The fair value of the Senior Notes due 2025 and New Term Loan Credit Agreement are based upon third party pricing sources, which generally do not represent daily market activity or represent data obtained from an exchange, and are classified as Level 2. The interest rates on the Company’s borrowings under the Revolving Facility are adjusted regularly to reflect current market rates and thus when any amounts are outstanding carrying value approximates fair value for these borrowings. The Company’s carrying and estimated fair value of debt at June 30, 2021 and December 31, 2020 were as follows (in thousands): June 30, 2021 December 31, 2020 Carrying Fair Value Carrying Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Instrument Senior Notes due 2025 $ 311,695 $ — $ 319,098 $ — $ 311,357 $ — $ 319,140 $ — New Term Loan Credit Agreement 107,205 — 107,339 — 136,622 — 136,280 — $ 418,900 $ — $ 426,437 $ — $ 447,979 $ — $ 455,420 $ — The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements as long-term debt is presented at carrying value, net of unamortized premium or discount and unamortized deferred financing costs. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES As of June 30, 2021, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations, in connection with the conduct of its business activities, in various jurisdictions, both in the United States and internationally. On the basis of information currently available to it, management does not believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if determined in a manner adverse to the Company. However, such matters are unpredictable, and we could incur judgments or enter into settlements for current or future claims that could materially and adversely affect our financial statements. Costs associated with the litigation and settlements of legal matters are reported within General and administrative expenses in the Condensed Consolidated Statements of Operations. Environmental Disputes In August 2014, the Company received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (the “DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifest records as having contributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that the Company was a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to the Company’s financial conditions and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of operations. On November 13, 2019, the Company received a notice that it was considered one of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). The Company has never owned or operated the Site, but the Site is near certain of the Company’s owned properties. The Company has agreed to implement a limited work plan to further investigate the source of the contamination at the Site and have worked with IDEM and other PRPs to finalize the terms of the work plan. The Company submitted its initial site investigation report to IDEM during the third quarter of 2020, indicating that the data collected by the Company’s consultant confirmed that the Company’s properties are not the source of contamination at the Site. IDEM issued to the PRPs a request for a Further Site Investigation (“FSI”) work plan, and with IDEM’s permission the Company submitted a Work Plan Addendum on December 17, 2020 for limited additional groundwater sampling work in lieu of a full FSI work plan. IDEM approved the Work Plan Addendum and the additional work was conducted in March 2021. The results were analyzed, and the Company submitted a follow-up Work Plan Addendum to IDEM on June 8, 2021. As of June 30, 2021, based on the information available, the Company does not expect this matter to have a material adverse effect on its financial condition or results of operations. Chassis Converter Pool Agreements The Company, through Supreme, obtains most vehicle chassis for its specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at the Company’s facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to the Company nor permit the Company to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although the Company is party to related finance agreements with manufacturers, the Company has not historically settled, nor expects to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of June 30, 2021, the Company’s outstanding chassis converter pool with the manufacturer totaled $14.7 million and the Company has included this financing agreement on the Company’s Condensed Consolidated Balance Sheets within Prepaid expenses and other and Other accrued liabilities . All other chassis programs through its Supreme subsidiary are handled as consigned inventory belonging to the manufacturer and totaled approximately $2.6 million. Under these agreements, if the chassis is not delivered to a customer within a specified time frame, the Company is required to pay a finance or storage charge on the chassis. Additionally, the Company receives finance support funds from manufacturers when the chassis are assigned into the Company’s chassis pool. Typically, chassis are converted and delivered to customers within 90 days of the receipt of the chassis by the Company. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHARE Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period, including vested shares deferred under our non-qualified deferred compensation plan. Diluted earnings per share is determined based on the weighted average number of common shares outstanding during the period combined with the incremental average common shares that would have been outstanding assuming the conversion of all potentially dilutive common shares into common shares as of the earliest date possible. The calculation of basic and diluted net income (loss) per share is determined using net income (loss) applicable to common stockholders as the numerator and the number of shares included in the denominator as shown below (in thousands, except per share amounts). Due to the net loss applicable to common stockholders for the three and six months ended June 30, 2020, no securities had a dilutive impact for these periods. Three Months Ended Six Months Ended 2021 2020 2021 2020 Basic net income (loss) per share: Net income (loss) applicable to common stockholders $ 12,252 $ (146) $ 15,469 $ (106,793) Weighted average common shares outstanding 51,272 52,874 51,697 53,015 Basic net income (loss) per share $ 0.24 $ 0.00 $ 0.30 $ (2.01) Diluted net income (loss) per share: Net income (loss) applicable to common stockholders $ 12,252 $ (146) $ 15,469 $ (106,793) Weighted average common shares outstanding 51,272 52,874 51,697 53,015 Dilutive stock options and restricted stock 717 — 775 — Diluted weighted average common shares outstanding 51,989 52,874 52,472 53,015 Diluted net income (loss) per share $ 0.24 $ 0.00 $ 0.29 $ (2.01) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATIONThe Company recognizes all share-based payments based upon their grant date fair value. The Company grants restricted stock units subject to specific service, performance, and/or market conditions. The Company’s policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. The fair value of service and performance-based units is based on the market price of a share of underlying common stock at the date of grant. The fair values of the awards that contain market conditions are estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based upon historical volatility, risk-free rates of return, and correlation matrix. The amount of compensation costs related to restricted stock units and performance units not yet recognized was $15.3 million at June 30, 2021, for which the expense will be recognized through 2024. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Share Repurchase Program In November 2018, the Company announced that the Board of Directors approved the repurchase of an additional $100 million in shares of common stock over a three-year period. This authorization was an increase to the previous $100 million repurchase programs approved in February 2017 and February 2016. The repurchase program is set to expire on February 28, 2022. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by the Company. As of June 30, 2021, $11.4 million remained available under the program. Common and Preferred Stock The Board of Directors has the authority to issue common and unclassed preferred stock of up to 200 million shares and 25 million shares, respectively, with par value of $0.01 per share, as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions. Accumulated Other Comprehensive Income (Loss) Changes in AOCI by component, net of tax, for the six months ended June 30, 2021 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2020 $ (2,182) $ 9,815 $ 7,633 Net unrealized gains (losses) arising during the period (a) (303) 15,305 15,002 Less: Net realized gains (losses) reclassified to net income (b) — 775 775 Net change during the period (303) 14,530 14,227 Balances at March 31, 2021 (2,485) 24,345 21,860 Net unrealized gains (losses) arising during the period (c) 667 14,895 15,562 Less: Net realized gains (losses) reclassified to net income (d) — 6,264 6,264 Net change during the period 667 8,631 9,298 Balances at June 30, 2021 (1,818) 32,976 31,158 ————————— (a) Derivative instruments net of $5.2 million of tax liability for the three months ended March 31, 2021. (b) Derivative instruments net of $0.3 million of tax liability for the three months ended March 31, 2021. (c) Derivative instruments net of $5.0 million of tax liability for the three months ended June 30, 2021. (d) Derivative instruments net of $2.1 million of tax liability for the three months ended June 30, 2021. Changes in AOCI by component, net of tax, for the six months ended June 30, 2020 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2019 $ (1,866) $ (2,112) $ (3,978) Net unrealized gains (losses) arising during the period (e) (1,636) (5,217) (6,853) Less: Net realized gains (losses) reclassified to net loss (f) — (1,334) (1,334) Net change during the period (1,636) (3,883) (5,519) Balances at March 31, 2020 (3,502) (5,995) (9,497) Net unrealized gains (losses) arising during the period (g) 318 470 788 Less: Net realized gains (losses) reclassified to net income (h) — (1,794) (1,794) Net change during the period 318 2,264 2,582 Balances at June 30, 2020 (3,184) (3,731) (6,915) ————————— (e) Derivative instruments net of $1.8 million of tax benefit for the three months ended March 31, 2020. (f) Derivative instruments net of $0.5 million of tax benefit for the three months ended March 31, 2020. (g) Derivative instruments net of $0.2 million of tax liability for the three months ended June 30, 2020. (h) Derivative instruments net of $0.6 million of tax benefit for the three months ended June 30, 2020. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three months ended June 30, 2021, the Company recognized income tax expense of $4.0 million compared to $0.5 million for the same period in the prior year. The Company recognized income tax expense of $5.8 million in the first six months of 2021 compared to an income tax benefit of $9.0 million for the same period in the prior year. The effective tax rates for the first six months of 2021 and 2020 were 27.3% and 7.8%, respectively. For the first six months of 2021, the effective tax rate differs from the US Federal statutory rate of 21% primarily due to the impact of state and local taxes and discrete items incurred related to stock-based compensation. For the first six months of 2020, the effective tax rate differs from the US Federal statutory rate of 21% primarily due to the impact of state and local taxes, impairment of non-deductible goodwill, provisions related to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) passed in March 2020, and discrete items incurred related to stock-based compensation. Certain provisions of the CARES Act had a significant impact on the effective tax rate, income tax payable, and deferred income tax positions of the Company for 2020. The CARES Act permits net operating losses (“NOLs”) incurred in tax years 2020, 2019, and 2018 to offset 100% of taxable income and be carried-back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company evaluated the impact of the CARES Act during the year ended December 31, 2020 and recorded an income tax receivable of $13.2 million for the benefit of carrying back the NOL for the year ended December 31, 2020. As the Company is carrying the losses back to years beginning before January 1, 2018, the receivable was recorded at the previous 35% federal tax rate rather than the current statutory rate of 21%. |
DIVESTITURES AND PROPERTY, PLAN
DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT | DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT During the second quarter of 2021, the Company sold its Extract Technology ® (“Extract”) business that manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets. Proceeds of the sale, net of transaction costs and cash divested, totaled approximately $20.8 million. Prior to the sale, Extract was an operating unit within the Diversified Products reporting segment. A gain on sale of approximately $1.9 million was recognized in connection with the divestiture, and a portion of the net proceeds from the sale were used to pay down outstanding principal under the New Term Loan Credit Agreement as further described in Note 7. The gain on sale is included in Impairment and other, net in the Condensed Consolidated Statements of Operations. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the Diversified Products reporting unit as a whole. This goodwill, along with net intangible assets of approximately $1.3 million, were included in the carrying value of the disposed assets and the resulting gain recognized in connection with the sale. During the first quarter of 2021, the Company impaired unused and obsolete property, plant, and equipment assets totaling approximately $0.8 million. The impairment charges are included in Impairment and other, net in the Condensed Consolidated Statements of Operations. During the second quarter of 2020, the Company sold property, plant, and equipment assets for proceeds totaling $2.7 million and recognized a net gain on sale of approximately $1.7 million. The net gain on sale is included in Impairment and other, net in the Condensed Consolidated Statements of Operations. |
SEGMENTS
SEGMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS a. Segment Reporting The Company manages its business in three segments: Commercial Trailer Products, Diversified Products, and Final Mile Products. The Commercial Trailer Products segment manufactures standard and customized van and platform trailers and other transportation related equipment for customers who purchase directly from the Company or through independent dealers. The Diversified Products segment, comprised of three strategic business units including, Tank Trailer, Process Systems and Composites, focuses on the Company’s commitment to expand its customer base, diversify its product offerings and revenues and extend its market leadership by leveraging its proprietary DuraPlate ® panel technology, drawing on its core manufacturing expertise and making available products that are complementary to truck and tank trailers and transportation equipment. The Final Mile Products segment manufactures truck bodies for customers in the final mile space. The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on income (loss) from operations. The Company has not allocated certain corporate related administrative costs, interest and income taxes included in the corporate and eliminations segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost plus a specified mark-up. Reportable segment information is as follows (in thousands): Three Months Ended June 30, 2021 Commercial Diversified Final Mile Corporate and Consolidated Net sales External customers $ 296,103 $ 72,296 $ 81,023 $ — $ 449,422 Intersegment sales 239 4,282 — (4,521) — Total net sales $ 296,342 $ 76,578 $ 81,023 $ (4,521) $ 449,422 Income (loss) from operations $ 32,299 $ 5,824 $ (3,247) $ (12,192) $ 22,684 Assets $ 310,179 $ 256,905 $ 375,336 $ 238,080 $ 1,180,500 Three Months Ended June 30, 2020 Commercial Diversified Final Mile Corporate and Consolidated Net sales External customers $ 232,247 $ 56,074 $ 50,832 $ — $ 339,153 Intersegment sales 7 7,877 — (7,884) — Total net sales $ 232,254 $ 63,951 $ 50,832 $ (7,884) $ 339,153 Income (loss) from operations $ 18,599 $ 2,242 $ (6,569) $ (8,273) $ 5,999 Assets $ 347,072 $ 289,927 $ 370,915 $ 134,351 $ 1,142,265 Six Months Ended June 30, 2021 Commercial Diversified Final Mile Corporate and Consolidated Net sales External customers $ 542,874 $ 140,463 $ 158,088 $ — $ 841,425 Intersegment sales 1,177 10,123 — (11,300) — Total net sales $ 544,051 $ 150,586 $ 158,088 $ (11,300) $ 841,425 Income (loss) from operations $ 53,164 $ 11,913 $ (7,194) $ (23,984) $ 33,899 Assets $ 310,179 $ 256,905 $ 375,336 $ 238,080 $ 1,180,500 Six Months Ended June 30, 2020 Commercial Diversified Final Mile Corporate and Consolidated Net sales External customers $ 483,192 $ 131,933 $ 111,102 $ — $ 726,227 Intersegment sales 37 14,976 — (15,013) — Total net sales $ 483,229 $ 146,909 $ 111,102 $ (15,013) $ 726,227 Income (loss) from operations $ 34,470 $ (3,828) $ (114,610) $ (20,089) $ (104,057) Assets $ 347,072 $ 289,927 $ 370,915 $ 134,351 $ 1,142,265 b. Product Information The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and service, and (4) equipment and other. The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Three Months Ended June 30, 2021 Commercial Diversified Final Mile Eliminations Consolidated New trailers $ 287,741 $ 34,090 $ — $ — $ 321,831 71.6 % Used trailers 19 359 — — 378 0.1 % Components, parts and service 5,529 27,544 3,965 (4,282) 32,756 7.3 % Equipment and other 3,053 14,585 77,058 (239) 94,457 21.0 % Total net sales $ 296,342 $ 76,578 $ 81,023 $ (4,521) $ 449,422 100.0 % Three Months Ended June 30, 2020 Commercial Diversified Final Mile Eliminations Consolidated New trailers $ 218,753 $ 28,176 $ — $ — $ 246,929 72.8 % Used trailers 2,273 1,323 — — 3,596 1.1 % Components, parts and service 9,571 22,166 2,453 (7,884) 26,306 7.8 % Equipment and other 1,657 12,286 48,379 — 62,322 18.4 % Total net sales $ 232,254 $ 63,951 $ 50,832 $ (7,884) $ 339,153 100.0 % Six Months Ended June 30, 2021 Commercial Diversified Final Mile Eliminations Consolidated New trailers $ 526,406 $ 64,356 $ — $ — $ 590,762 70.2 % Used trailers 184 1,206 — — 1,390 0.2 % Components, parts and service 11,470 57,510 7,688 (10,125) 66,543 7.9 % Equipment and other 5,991 27,514 150,400 (1,175) 182,730 21.7 % Total net sales $ 544,051 $ 150,586 $ 158,088 $ (11,300) $ 841,425 100.0 % Six Months Ended June 30, 2020 Commercial Diversified Final Mile Eliminations Consolidated New trailers $ 456,654 $ 71,488 $ — $ — $ 528,142 72.7 % Used trailers 2,591 2,533 — — 5,124 0.7 % Components, parts and service 18,843 48,248 6,175 (14,984) 58,282 8.0 % Equipment and other 5,141 24,640 104,927 (29) 134,679 18.5 % Total net sales $ 483,229 $ 146,909 $ 111,102 $ (15,013) $ 726,227 100.0 % |
NEW ACCOUNTING PRONOUNCEMENTS (
NEW ACCOUNTING PRONOUNCEMENTS (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. ASU No. 2020-04 is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt this standard when LIBOR is discontinued. The Company is evaluating the impact the new standard will have on our condensed consolidated financial statements and related disclosures but does not anticipate a material impact. |
REVENUE RECOGNITION | The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales and the associated costs included in Cost of sales |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amounts of goodwill from December 31, 2019 through the six-month period ended June 30, 2021 were as follows (in thousands): Commercial Trailer Products Diversified Products Final Mile Products Total Balance at December 31, 2019 Goodwill 4,288 140,686 167,715 312,689 Accumulated impairment losses (1,663) — — (1,663) Net balance as of December 31, 2019 2,625 140,686 167,715 311,026 Goodwill impairments — (10,971) (95,766) (106,737) Impact of divestiture on goodwill — (4,685) — $ (4,685) Effects of foreign currency — (44) — (44) Balance at December 31, 2020 Goodwill 4,288 135,957 167,715 307,960 Accumulated impairment losses (1,663) (10,971) (95,766) (108,400) Net balance as of December 31, 2020 2,625 124,986 71,949 199,560 Effects of foreign currency — (8) — (8) Balance at March 31, 2021 Goodwill 4,288 135,949 167,715 307,952 Accumulated impairment losses (1,663) (10,971) (95,766) (108,400) Net balance as of March 31, 2021 2,625 124,978 71,949 199,552 Impact of divestiture on goodwill — (11,101) — (11,101) Effects of foreign currency — (13) — (13) Balance at June 30, 2021 Goodwill 4,288 124,835 167,715 296,838 Accumulated impairment losses (1,663) (10,971) (95,766) (108,400) Net balance as of June 30, 2021 $ 2,625 $ 113,864 $ 71,949 $ 188,438 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories, net of reserves, consist of the following components (in thousands): June 30, December 31, Raw materials and components $ 144,078 $ 99,418 Finished goods 90,456 44,695 Work in progress 11,074 11,592 Aftermarket parts 5,628 6,567 Used trailers 1,314 1,478 $ 252,550 $ 163,750 |
PREPAID EXPENSES AND OTHER (Tab
PREPAID EXPENSES AND OTHER (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): June 30, December 31, Chassis converter pool agreements $ 14,661 $ 17,767 Assets held for sale 350 1,897 Income tax receivables 11,054 18,073 Restricted cash 1,670 — Insurance premiums & maintenance/subscription agreements 8,226 4,384 Commodity swap contracts 39,621 13,750 All other 4,087 7,165 $ 79,669 $ 63,036 |
Restrictions on Cash and Cash Equivalents | The following table provides a summary of cash, cash equivalents, and restricted cash amounts reported on the Condensed Consolidated Balance Sheets that reconcile the total of such amounts as shown on the Condensed Consolidated Statements of Cash Flows: June 30, December 31, Cash and cash equivalents $ 134,375 $ 217,677 Restricted cash included in prepaid expenses and other 1,670 — Total cash, cash equivalents, and restricted cash $ 136,045 $ 217,677 |
Schedule of Cash and Cash Equivalents | The following table provides a summary of cash, cash equivalents, and restricted cash amounts reported on the Condensed Consolidated Balance Sheets that reconcile the total of such amounts as shown on the Condensed Consolidated Statements of Cash Flows: June 30, December 31, Cash and cash equivalents $ 134,375 $ 217,677 Restricted cash included in prepaid expenses and other 1,670 — Total cash, cash equivalents, and restricted cash $ 136,045 $ 217,677 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consists of the following (in thousands): June 30, December 31, Senior Notes due 2025 $ 315,000 $ 315,000 New Term Loan Credit Agreement due 2027 108,835 138,835 423,835 453,835 Less: unamortized discount and fees (4,935) (5,856) Less: current portion — — $ 418,900 $ 447,979 |
FINANCIAL DERIVATIVE INSTRUME_2
FINANCIAL DERIVATIVE INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of June 30, 2021 and December 31, 2020, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands): Asset / (Liability) Derivatives Balance Sheet Caption June 30, December 31, Derivatives designated as hedging instruments Commodity swap contracts Prepaid expenses and other $ 39,621 $ 13,750 Commodity swap contracts Accounts payable and Other accrued liabilities (1,408) (366) Total derivatives designated as hedging instruments $ 38,213 $ 13,384 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table summarizes the gain or loss recognized in AOCI as of June 30, 2021 and December 31, 2020 and the amounts reclassified from AOCI into earnings for the three and six months ended June 30, 2021 and 2020 (in thousands): Amount of Gain Recognized in AOCI on Derivatives (Effective Portion, net of tax) Location of Gain (Loss) Reclassified from AOCI into Earnings Amount of Gain (Loss) June 30, December 31, Three Months Ended Six Months Ended 2021 2020 2021 2020 Derivatives instruments Commodity swap contracts $ 32,976 $ 9,815 Cost of sales $ 8,374 $ (2,398) $ 9,410 $ (4,183) |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands): Classification June 30, 2021 December 31, 2020 Right-of-Use Assets Operating Other assets $ 10,533 $ 10,842 Finance Property, plant and equipment, net of depreciation 2,730 2,802 Total leased ROU assets $ 13,263 $ 13,644 Liabilities Current Operating Other accrued liabilities $ 3,585 $ 4,117 Finance Current portion of finance lease obligations 206 348 Noncurrent Operating Non-current liabilities 7,222 6,967 Finance Finance lease obligations — 30 Total lease liabilities $ 11,013 $ 11,462 |
Lease, Cost | Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands): Classification Three Months Ended Three Months Ended Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 1,229 $ 1,229 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales 36 36 Interest on lease liabilities Interest expense 7 12 Net lease cost $ 1,272 $ 1,277 Classification Six Months Ended Six Months Ended Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 2,484 $ 2,627 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales 72 72 Interest on lease liabilities Interest expense 15 33 Net lease cost $ 2,571 $ 2,732 June 30, 2021 December 31, 2020 Weighted average remaining lease term (years) Operating leases 4.2 3.6 Finance leases 0.6 1.1 Weighted average discount rate Operating leases 5.09 % 5.07 % Finance leases 6.16 % 6.16 % Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands): Six Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,450 $ 2,604 Operating cash flows from finance leases $ 9 $ 19 Financing cash flows from finance leases $ 172 $ 162 |
Operating Lease, Liability, Maturity | Maturity of the Company’s lease liabilities as of June 30, 2021 is as follows (in thousands): Operating Leases Finance Leases Total 2021 (remainder) $ 2,281 $ 180 $ 2,461 2022 3,342 30 3,372 2023 2,516 — 2,516 2024 1,397 — 1,397 2025 799 — 799 Thereafter 1,719 — 1,719 Total lease payments $ 12,054 $ 210 $ 12,264 Less: interest 1,247 4 Present value of lease payments $ 10,807 $ 206 |
Finance Lease, Liability, Maturity | Maturity of the Company’s lease liabilities as of June 30, 2021 is as follows (in thousands): Operating Leases Finance Leases Total 2021 (remainder) $ 2,281 $ 180 $ 2,461 2022 3,342 30 3,372 2023 2,516 — 2,516 2024 1,397 — 1,397 2025 799 — 799 Thereafter 1,719 — 1,719 Total lease payments $ 12,054 $ 210 $ 12,264 Less: interest 1,247 4 Present value of lease payments $ 10,807 $ 206 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | The following table presents the major components of Other accrued liabilities (in thousands): June 30, December 31, Warranty $ 20,985 $ 20,570 Chassis converter pool agreements 14,661 17,767 Payroll and related taxes 17,009 16,163 Customer deposits 19,752 37,792 Self-insurance 14,198 12,086 Accrued interest 4,366 4,368 Operating lease obligations 3,585 4,117 Accrued taxes 5,583 4,790 All other 10,827 13,327 $ 110,966 $ 130,980 |
Changes in Product Warranty Accrual | The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands): 2021 2020 Balance as of January 1 $ 20,570 $ 22,575 Provision for warranties issued in current year 2,652 2,302 Payments (2,237) (2,944) Balance as of June 30 $ 20,985 $ 21,933 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Fair Value Hierarchy for Assets and Liabilities | Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis, are shown below (in thousands): Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs June 30, 2021 Commodity swap contracts Recurring 38,213 — 38,213 — Mutual funds Recurring 7,134 7,134 — — Life-insurance contracts Recurring 18,535 — 18,535 — December 31, 2020 Commodity swap contracts Recurring 13,384 — 13,384 — Mutual funds Recurring 5,331 5,331 — — Life-insurance contracts Recurring 16,930 — 16,930 — |
Financial Assets and Liabilities Accounted For at Fair Value on Recurring Basis | The Company’s carrying and estimated fair value of debt at June 30, 2021 and December 31, 2020 were as follows (in thousands): June 30, 2021 December 31, 2020 Carrying Fair Value Carrying Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Instrument Senior Notes due 2025 $ 311,695 $ — $ 319,098 $ — $ 311,357 $ — $ 319,140 $ — New Term Loan Credit Agreement 107,205 — 107,339 — 136,622 — 136,280 — $ 418,900 $ — $ 426,437 $ — $ 447,979 $ — $ 455,420 $ — |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Share | The calculation of basic and diluted net income (loss) per share is determined using net income (loss) applicable to common stockholders as the numerator and the number of shares included in the denominator as shown below (in thousands, except per share amounts). Due to the net loss applicable to common stockholders for the three and six months ended June 30, 2020, no securities had a dilutive impact for these periods. Three Months Ended Six Months Ended 2021 2020 2021 2020 Basic net income (loss) per share: Net income (loss) applicable to common stockholders $ 12,252 $ (146) $ 15,469 $ (106,793) Weighted average common shares outstanding 51,272 52,874 51,697 53,015 Basic net income (loss) per share $ 0.24 $ 0.00 $ 0.30 $ (2.01) Diluted net income (loss) per share: Net income (loss) applicable to common stockholders $ 12,252 $ (146) $ 15,469 $ (106,793) Weighted average common shares outstanding 51,272 52,874 51,697 53,015 Dilutive stock options and restricted stock 717 — 775 — Diluted weighted average common shares outstanding 51,989 52,874 52,472 53,015 Diluted net income (loss) per share $ 0.24 $ 0.00 $ 0.29 $ (2.01) |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Changes in AOCI by Component | Changes in AOCI by component, net of tax, for the six months ended June 30, 2021 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2020 $ (2,182) $ 9,815 $ 7,633 Net unrealized gains (losses) arising during the period (a) (303) 15,305 15,002 Less: Net realized gains (losses) reclassified to net income (b) — 775 775 Net change during the period (303) 14,530 14,227 Balances at March 31, 2021 (2,485) 24,345 21,860 Net unrealized gains (losses) arising during the period (c) 667 14,895 15,562 Less: Net realized gains (losses) reclassified to net income (d) — 6,264 6,264 Net change during the period 667 8,631 9,298 Balances at June 30, 2021 (1,818) 32,976 31,158 ————————— (a) Derivative instruments net of $5.2 million of tax liability for the three months ended March 31, 2021. (b) Derivative instruments net of $0.3 million of tax liability for the three months ended March 31, 2021. (c) Derivative instruments net of $5.0 million of tax liability for the three months ended June 30, 2021. (d) Derivative instruments net of $2.1 million of tax liability for the three months ended June 30, 2021. Changes in AOCI by component, net of tax, for the six months ended June 30, 2020 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2019 $ (1,866) $ (2,112) $ (3,978) Net unrealized gains (losses) arising during the period (e) (1,636) (5,217) (6,853) Less: Net realized gains (losses) reclassified to net loss (f) — (1,334) (1,334) Net change during the period (1,636) (3,883) (5,519) Balances at March 31, 2020 (3,502) (5,995) (9,497) Net unrealized gains (losses) arising during the period (g) 318 470 788 Less: Net realized gains (losses) reclassified to net income (h) — (1,794) (1,794) Net change during the period 318 2,264 2,582 Balances at June 30, 2020 (3,184) (3,731) (6,915) ————————— (e) Derivative instruments net of $1.8 million of tax benefit for the three months ended March 31, 2020. (f) Derivative instruments net of $0.5 million of tax benefit for the three months ended March 31, 2020. (g) Derivative instruments net of $0.2 million of tax liability for the three months ended June 30, 2020. (h) Derivative instruments net of $0.6 million of tax benefit for the three months ended June 30, 2020. |
SEGMENTS (Tables)
SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Reportable segment information is as follows (in thousands): Three Months Ended June 30, 2021 Commercial Diversified Final Mile Corporate and Consolidated Net sales External customers $ 296,103 $ 72,296 $ 81,023 $ — $ 449,422 Intersegment sales 239 4,282 — (4,521) — Total net sales $ 296,342 $ 76,578 $ 81,023 $ (4,521) $ 449,422 Income (loss) from operations $ 32,299 $ 5,824 $ (3,247) $ (12,192) $ 22,684 Assets $ 310,179 $ 256,905 $ 375,336 $ 238,080 $ 1,180,500 Three Months Ended June 30, 2020 Commercial Diversified Final Mile Corporate and Consolidated Net sales External customers $ 232,247 $ 56,074 $ 50,832 $ — $ 339,153 Intersegment sales 7 7,877 — (7,884) — Total net sales $ 232,254 $ 63,951 $ 50,832 $ (7,884) $ 339,153 Income (loss) from operations $ 18,599 $ 2,242 $ (6,569) $ (8,273) $ 5,999 Assets $ 347,072 $ 289,927 $ 370,915 $ 134,351 $ 1,142,265 Six Months Ended June 30, 2021 Commercial Diversified Final Mile Corporate and Consolidated Net sales External customers $ 542,874 $ 140,463 $ 158,088 $ — $ 841,425 Intersegment sales 1,177 10,123 — (11,300) — Total net sales $ 544,051 $ 150,586 $ 158,088 $ (11,300) $ 841,425 Income (loss) from operations $ 53,164 $ 11,913 $ (7,194) $ (23,984) $ 33,899 Assets $ 310,179 $ 256,905 $ 375,336 $ 238,080 $ 1,180,500 Six Months Ended June 30, 2020 Commercial Diversified Final Mile Corporate and Consolidated Net sales External customers $ 483,192 $ 131,933 $ 111,102 $ — $ 726,227 Intersegment sales 37 14,976 — (15,013) — Total net sales $ 483,229 $ 146,909 $ 111,102 $ (15,013) $ 726,227 Income (loss) from operations $ 34,470 $ (3,828) $ (114,610) $ (20,089) $ (104,057) Assets $ 347,072 $ 289,927 $ 370,915 $ 134,351 $ 1,142,265 |
Major Product Categories and Percentage of Consolidated Net Sales | The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Three Months Ended June 30, 2021 Commercial Diversified Final Mile Eliminations Consolidated New trailers $ 287,741 $ 34,090 $ — $ — $ 321,831 71.6 % Used trailers 19 359 — — 378 0.1 % Components, parts and service 5,529 27,544 3,965 (4,282) 32,756 7.3 % Equipment and other 3,053 14,585 77,058 (239) 94,457 21.0 % Total net sales $ 296,342 $ 76,578 $ 81,023 $ (4,521) $ 449,422 100.0 % Three Months Ended June 30, 2020 Commercial Diversified Final Mile Eliminations Consolidated New trailers $ 218,753 $ 28,176 $ — $ — $ 246,929 72.8 % Used trailers 2,273 1,323 — — 3,596 1.1 % Components, parts and service 9,571 22,166 2,453 (7,884) 26,306 7.8 % Equipment and other 1,657 12,286 48,379 — 62,322 18.4 % Total net sales $ 232,254 $ 63,951 $ 50,832 $ (7,884) $ 339,153 100.0 % Six Months Ended June 30, 2021 Commercial Diversified Final Mile Eliminations Consolidated New trailers $ 526,406 $ 64,356 $ — $ — $ 590,762 70.2 % Used trailers 184 1,206 — — 1,390 0.2 % Components, parts and service 11,470 57,510 7,688 (10,125) 66,543 7.9 % Equipment and other 5,991 27,514 150,400 (1,175) 182,730 21.7 % Total net sales $ 544,051 $ 150,586 $ 158,088 $ (11,300) $ 841,425 100.0 % Six Months Ended June 30, 2020 Commercial Diversified Final Mile Eliminations Consolidated New trailers $ 456,654 $ 71,488 $ — $ — $ 528,142 72.7 % Used trailers 2,591 2,533 — — 5,124 0.7 % Components, parts and service 18,843 48,248 6,175 (14,984) 58,282 8.0 % Equipment and other 5,141 24,640 104,927 (29) 134,679 18.5 % Total net sales $ 483,229 $ 146,909 $ 111,102 $ (15,013) $ 726,227 100.0 % |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) | 6 Months Ended |
Jun. 30, 2021performance_obligation | |
Revenue from Contract with Customer [Abstract] | |
Number of separate and distinct performance obligations | 3 |
GOODWILL - Narrative (Details)
GOODWILL - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||||
Goodwill | $ 199,560 | $ 188,438 | $ 199,552 | $ 311,026 | |
Goodwill impairment loss | 106,737 | ||||
Final Mile Product Reporting Unit | |||||
Goodwill [Line Items] | |||||
Goodwill impairment loss | $ 95,800 | ||||
Tank Trailers Reporting Unit | |||||
Goodwill [Line Items] | |||||
Goodwill impairment loss | $ 11,000 | ||||
Commercial Trailer Products | |||||
Goodwill [Line Items] | |||||
Goodwill | 2,625 | 2,625 | 2,625 | 2,625 | |
Goodwill impairment loss | 0 | ||||
Diversified Products | |||||
Goodwill [Line Items] | |||||
Goodwill | 124,986 | 113,864 | 124,978 | 140,686 | |
Goodwill impairment loss | 10,971 | ||||
Final Mile Products | |||||
Goodwill [Line Items] | |||||
Goodwill | 71,949 | $ 71,949 | $ 71,949 | $ 167,715 | |
Goodwill impairment loss | $ 95,766 |
GOODWILL - Schedule of Goodwill
GOODWILL - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | $ 307,952 | $ 307,960 | $ 312,689 |
Accumulated impairment losses, beginning of period | (108,400) | (108,400) | (1,663) |
Goodwill, net, beginning of period | 199,552 | 199,560 | 311,026 |
Goodwill impairments | (106,737) | ||
Impact of divestiture on goodwill | (11,101) | (4,685) | |
Effects of foreign currency | (13) | (8) | (44) |
Goodwill, end of period | 296,838 | 307,952 | 307,960 |
Accumulated impairment losses | (108,400) | (108,400) | (108,400) |
Goodwill, net, end of period | 188,438 | 199,552 | 199,560 |
Commercial Trailer Products | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 4,288 | 4,288 | 4,288 |
Accumulated impairment losses, beginning of period | (1,663) | (1,663) | (1,663) |
Goodwill, net, beginning of period | 2,625 | 2,625 | 2,625 |
Goodwill impairments | 0 | ||
Impact of divestiture on goodwill | 0 | 0 | |
Effects of foreign currency | 0 | 0 | 0 |
Goodwill, end of period | 4,288 | 4,288 | 4,288 |
Accumulated impairment losses | (1,663) | (1,663) | (1,663) |
Goodwill, net, end of period | 2,625 | 2,625 | 2,625 |
Diversified Products | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 135,949 | 135,957 | 140,686 |
Accumulated impairment losses, beginning of period | (10,971) | (10,971) | 0 |
Goodwill, net, beginning of period | 124,978 | 124,986 | 140,686 |
Goodwill impairments | (10,971) | ||
Impact of divestiture on goodwill | (11,101) | (4,685) | |
Effects of foreign currency | (13) | (8) | (44) |
Goodwill, end of period | 124,835 | 135,949 | 135,957 |
Accumulated impairment losses | (10,971) | (10,971) | (10,971) |
Goodwill, net, end of period | 113,864 | 124,978 | 124,986 |
Final Mile Products | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 167,715 | 167,715 | 167,715 |
Accumulated impairment losses, beginning of period | (95,766) | (95,766) | 0 |
Goodwill, net, beginning of period | 71,949 | 71,949 | 167,715 |
Goodwill impairments | (95,766) | ||
Impact of divestiture on goodwill | 0 | 0 | |
Effects of foreign currency | 0 | 0 | 0 |
Goodwill, end of period | 167,715 | 167,715 | 167,715 |
Accumulated impairment losses | (95,766) | (95,766) | (95,766) |
Goodwill, net, end of period | $ 71,949 | $ 71,949 | $ 71,949 |
INVENTORIES, NET (Details)
INVENTORIES, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and components | $ 144,078 | $ 99,418 |
Finished goods | 90,456 | 44,695 |
Work in progress | 11,074 | 11,592 |
Aftermarket parts | 5,628 | 6,567 |
Used trailers | 1,314 | 1,478 |
Total inventory | $ 252,550 | $ 163,750 |
PREPAID EXPENSES AND OTHER - Pr
PREPAID EXPENSES AND OTHER - Prepaid Expenses and Other Current Assets (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Chassis converter pool agreements | $ 14,661,000 | $ 17,767,000 |
Assets held for sale | 350,000 | 1,897,000 |
Income tax receivables | 11,054,000 | 18,073,000 |
Restricted cash | 1,670,000 | 0 |
Insurance premiums & maintenance/subscription agreements | 8,226,000 | 4,384,000 |
Commodity swap contracts | 39,621,000 | 13,750,000 |
All other | 4,087,000 | 7,165,000 |
Prepaid expenses and other current assets | 79,669,000 | 63,036,000 |
Restricted cash | $ 1,700,000 | $ 0 |
PREPAID EXPENSES AND OTHER - Ca
PREPAID EXPENSES AND OTHER - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Cash and cash equivalents | $ 134,375 | $ 217,677 | ||
Restricted cash | 1,670 | 0 | ||
Total cash, cash equivalents, and restricted cash | $ 136,045 | $ 217,677 | $ 135,993 | $ 140,516 |
DEBT - Long-term Debt (Details)
DEBT - Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 423,835 | $ 453,835 |
Less: unamortized discount and fees | (4,935) | (5,856) |
Less: current portion | 0 | 0 |
Long-term debt | 418,900 | 447,979 |
Senior Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 315,000 | 315,000 |
New Term Loan Credit Agreement due 2027 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 108,835 | $ 138,835 |
DEBT - Senior Notes (Details)
DEBT - Senior Notes (Details) - USD ($) | Sep. 26, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | |||||
Interest expense | $ 6,034,000 | $ 5,882,000 | $ 12,184,000 | $ 12,154,000 | |
Senior Notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Notes issued, aggregate principal amount | $ 325,000,000 | ||||
Notes issued, interest rate | 5.50% | ||||
Proceeds from issuance of senior long-term debt | $ 318,900,000 | ||||
Interest expense | $ 4,500,000 | $ 4,600,000 | $ 9,000,000 | $ 9,300,000 |
DEBT - Revolving Credit Agreeme
DEBT - Revolving Credit Agreement (Details) | Dec. 21, 2018USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Long-term debt, gross | $ 423,835,000 | $ 423,835,000 | $ 453,835,000 | ||||
Interest expense | 6,034,000 | $ 5,882,000 | 12,184,000 | $ 12,154,000 | |||
Repayments of lines of credit | 232,000 | 45,449,000 | |||||
Revolving Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 175,000,000 | ||||||
Line of credit facility accordion feature increase limit | $ 275,000,000 | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.20% | ||||||
Fixed charge coverage ratio | 1 | ||||||
Line of credit facility, excess availability, commitment percentage, threshold | 10.00% | ||||||
Long-term debt, gross | 0 | 0 | 0 | 0 | |||
Interest expense | 0 | 200,000 | 0 | $ 200,000 | |||
Proceeds from issuance of long-term debt | $ 45,000,000 | ||||||
Repayments of lines of credit | $ 45,000,000 | ||||||
Liquidity position to meet future obligations, amount | $ 304,300,000 | $ 304,300,000 | $ 384,000,000 | ||||
Revolving Credit Agreement | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||
Revolving Credit Agreement | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Revolving Credit Agreement | Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.25% | ||||||
Revolving Credit Agreement | Base Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||
Letter of Credit | Revolving Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | ||||||
Bridge Loan | Revolving Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 17,500,000 |
DEBT - New and Old Term Loan Cr
DEBT - New and Old Term Loan Credit Agreements (Details) - USD ($) | Sep. 28, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Current portion of long-term debt | $ 0 | $ 0 | $ 0 | |||
Loss on debt extinguishment | 500,000 | 452,000 | $ 0 | |||
Term Loan Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt issuance costs and discounts | 100,000 | $ 100,000 | 100,000 | 100,000 | ||
New Term Loan Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of long-term debt | 30,000,000 | |||||
New Term Loan Credit Agreement | Term Loan Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Notes issued, aggregate principal amount | $ 150,000,000 | |||||
Percentage of tranche loan amount on Equal quarterly installments | 0.25% | |||||
Debt Instrument, LIBOR Floor Rate | 0.75% | |||||
Long-term line of credit | 108,800,000 | 108,800,000 | ||||
Current portion of long-term debt | 0 | 0 | ||||
Interest paid | $ 1,300,000 | |||||
New Term Loan Credit Agreement | London Interbank Offered Rate (LIBOR) | Term Loan Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||
New Term Loan Credit Agreement | Base Rate | Term Loan Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||
Old Term Loan Credit Agreement | Term Loan Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Interest paid | 1,000,000 | $ 2,700,000 | 2,400,000 | |||
Repayments of long-term debt | $ 0 | $ 0 |
FINANCIAL DERIVATIVE INSTRUME_3
FINANCIAL DERIVATIVE INSTRUMENTS - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative notional amount | $ 110.8 |
Pretax deferred gains expected to be reclassified | $ 44.1 |
FINANCIAL DERIVATIVE INSTRUME_4
FINANCIAL DERIVATIVE INSTRUMENTS - Fair Value Carrying Amount of Derivative Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Total derivatives designated as hedging instruments | $ 38,213 | $ 13,384 |
Prepaid expenses and other | ||
Derivative [Line Items] | ||
Derivative asset, fair value, gross asset | 39,621 | 13,750 |
Accounts payable and Other accrued liabilities | ||
Derivative [Line Items] | ||
Liability derivatives | $ (1,408) | $ (366) |
FINANCIAL DERIVATIVE INSTRUME_5
FINANCIAL DERIVATIVE INSTRUMENTS - Summary of Gain or Loss Recognized in AOCI (Details) - Commodity swap contracts - Cash Flow Hedging - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain Recognized in AOCI on Derivatives (Effective Portion, net of tax) | $ 32,976 | $ 32,976 | $ 9,815 | ||
Amount of Gain (Loss) Reclassified from AOCI into Earnings | $ 8,374 | $ (2,398) | $ 9,410 | $ (4,183) |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Right-of-use asset obtained in exchange for operating lease liability | $ 1.9 | $ 0.6 |
Lessee, operating lease, lease not yet commenced, liability | $ 2.5 | |
Lessee, operating lease, lease not yet commenced, term of contract | 5 years | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Renewal term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Renewal term | 5 years |
LEASES - Leased Assets and Liab
LEASES - Leased Assets and Liabilities Included Within the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Right-of-Use Assets | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent |
Operating | $ 10,533 | $ 10,842 |
Finance | 2,730 | 2,802 |
Total leased ROU assets | $ 13,263 | $ 13,644 |
Current | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | All other | All other |
Operating | $ 3,585 | $ 4,117 |
Finance | $ 206 | $ 348 |
Noncurrent | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities |
Operating | $ 7,222 | $ 6,967 |
Finance | 0 | 30 |
Total lease liabilities | $ 11,013 | $ 11,462 |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 1,229 | $ 1,229 | $ 2,484 | $ 2,627 |
Finance Lease Cost | ||||
Amortization of ROU leased assets | 36 | 36 | 72 | 72 |
Interest on lease liabilities | 7 | 12 | 15 | 33 |
Net lease cost | $ 1,272 | $ 1,277 | $ 2,571 | $ 2,732 |
LEASES - Maturity of Lease Liab
LEASES - Maturity of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Operating Leases | |
2021 (remainder) | $ 2,281 |
2022 | 3,342 |
2023 | 2,516 |
2024 | 1,397 |
2025 | 799 |
Thereafter | 1,719 |
Total lease payments | 12,054 |
Less: interest | 1,247 |
Present value of lease payments | 10,807 |
Finance Leases | |
2021 (remainder) | 180 |
2022 | 30 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total lease payments | 210 |
Less: interest | 4 |
Present value of lease payments | 206 |
Total | |
2021 (remainder) | 2,461 |
2022 | 3,372 |
2023 | 2,516 |
2023 | 1,397 |
2024 | 799 |
Thereafter | 1,719 |
Total lease payments | $ 12,264 |
LEASES - Lease Terms and Discou
LEASES - Lease Terms and Discount Rates (Details) | Jun. 30, 2021 | Dec. 31, 2020 |
Weighted average remaining lease term (years) | ||
Operating leases | 4 years 2 months 12 days | 3 years 7 months 6 days |
Finance leases | 7 months 6 days | 1 year 1 month 6 days |
Weighted average discount rate | ||
Operating leases | 5.09% | 5.07% |
Finance leases | 6.16% | 6.16% |
LEASES - Lease Costs Included i
LEASES - Lease Costs Included in the Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 2,450 | $ 2,604 |
Operating cash flows from finance leases | 9 | 19 |
Financing cash flows from finance leases | $ 172 | $ 162 |
OTHER ACCRUED LIABILITIES - Oth
OTHER ACCRUED LIABILITIES - Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||||
Warranty | $ 20,985 | $ 20,570 | $ 21,933 | $ 22,575 |
Chassis converter pool agreements | 14,661 | 17,767 | ||
Payroll and related taxes | 17,009 | 16,163 | ||
Customer deposits | 19,752 | 37,792 | ||
Self-insurance | 14,198 | 12,086 | ||
Accrued interest | 4,366 | 4,368 | ||
Operating lease obligations | 3,585 | 4,117 | ||
Accrued taxes | 5,583 | 4,790 | ||
All other | 10,827 | 13,327 | ||
Other accrued liabilities | $ 110,966 | $ 130,980 |
OTHER ACCRUED LIABILITIES - Cha
OTHER ACCRUED LIABILITIES - Changes in Product Warranty Accrual (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 20,570 | $ 22,575 |
Provision for warranties issued in current year | 2,652 | 2,302 |
Payments | (2,237) | (2,944) |
Balance at end of period | $ 20,985 | $ 21,933 |
OTHER ACCRUED LIABILITIES - Nar
OTHER ACCRUED LIABILITIES - Narrative (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Minimum | |
Accrued Liabilities [Line Items] | |
Warranty coverage period | 1 year |
Maximum | |
Accrued Liabilities [Line Items] | |
Warranty coverage period | 5 years |
DuraPlate Trailer Panels | |
Accrued Liabilities [Line Items] | |
Warranty coverage period | 10 years |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurements and Fair Value Hierarchy for Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Life-insurance contracts | $ 18,535 | $ 16,930 |
Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | 7,134 | 5,331 |
Commodity swap contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | 38,213 | 13,384 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Life-insurance contracts | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | 7,134 | 5,331 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commodity swap contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Life-insurance contracts | 18,535 | 16,930 |
Significant Other Observable Inputs (Level 2) | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Commodity swap contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | 38,213 | 13,384 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Life-insurance contracts | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commodity swap contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Accounted For at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 418,900 | $ 447,979 |
Senior Notes due 2025 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 311,695 | 311,357 |
New Term Loan Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 107,205 | 136,622 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 1 | Senior Notes due 2025 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 1 | New Term Loan Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 426,437 | 455,420 |
Level 2 | Senior Notes due 2025 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 319,098 | 319,140 |
Level 2 | New Term Loan Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 107,339 | 136,280 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 3 | Senior Notes due 2025 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 3 | New Term Loan Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||
Outstanding chassis converter pool | $ 14,661 | $ 17,767 |
Chassis Converter Pool Agreements | ||
Loss Contingencies [Line Items] | ||
Consigned inventory belonging to the manufacturer | $ 2,600 |
NET INCOME (LOSS) PER SHARE - B
NET INCOME (LOSS) PER SHARE - Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | |||
Basic net income (loss) per share: | ||||
Net income (loss) applicable to common stockholders | $ 12,252 | $ (146) | $ 15,469 | $ (106,793) |
Weighted average common shares outstanding (in shares) | 51,272,000 | 52,874,000 | 51,697,000 | 53,015,000 |
Basic net income (loss) per share (in usd per share) | $ 0.24 | $ 0 | $ 0.30 | $ (2.01) |
Diluted net income (loss) per share: | ||||
Net income (loss) applicable to common stockholders | $ 12,252 | $ (146) | $ 15,469 | $ (106,793) |
Weighted average common shares outstanding (in shares) | 51,272,000 | 52,874,000 | 51,697,000 | 53,015,000 |
Dilutive stock options and restricted stock (in shares) | 717,000 | 0 | 775,000 | 0 |
Diluted weighted average common shares outstanding (in shares) | 51,989,000 | 52,874,000 | 52,472,000 | 53,015,000 |
Diluted net income (loss) income per share (in usd per share) | $ 0.24 | $ 0 | $ 0.29 | $ (2.01) |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Millions | Jun. 30, 2021USD ($) |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Compensation costs related to restricted stock units and performance units not yet recognized | $ 15.3 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) | 1 Months Ended | ||||
Nov. 30, 2018 | Jun. 30, 2021 | Dec. 31, 2020 | Feb. 28, 2017 | Feb. 29, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stock repurchase program, authorized amount | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||
Stock repurchase program, period in force | 3 years | ||||
Stock repurchase program, remaining authorized repurchase amount | $ 11,400,000 | ||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | |||
Preferred Class A | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Preferred stock, shares authorized (in shares) | 25,000,000 |
STOCKHOLDERS' EQUITY - Changes
STOCKHOLDERS' EQUITY - Changes in AOCI by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | $ 402,302 | $ 404,879 | $ 393,969 | $ 520,988 | $ 404,879 | $ 520,988 |
Net unrealized gains (losses) arising during the period | 15,562 | 15,002 | 788 | (6,853) | ||
Less: Net realized gains (losses) reclassified to net (loss) income | 6,264 | 775 | (1,794) | (1,334) | ||
Net change during the period | 9,298 | 14,227 | 2,582 | (5,519) | 23,525 | (2,937) |
Balance at end of period | 399,980 | 402,302 | 393,217 | 393,969 | 399,980 | 393,217 |
Other comprehensive income (loss) before reclassifications, tax expense (benefit) | 5,000 | 5,200 | 200 | (1,800) | ||
Reclassification from AOCI, current period, tax expense (benefit) | 2,100 | 300 | (600) | (500) | ||
Total | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | 21,860 | 7,633 | (9,497) | (3,978) | 7,633 | (3,978) |
Balance at end of period | 31,158 | 21,860 | (6,915) | (9,497) | 31,158 | (6,915) |
Foreign Currency Translation | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (2,485) | (2,182) | (3,502) | (1,866) | (2,182) | (1,866) |
Net unrealized gains (losses) arising during the period | 667 | (303) | 318 | (1,636) | ||
Less: Net realized gains (losses) reclassified to net (loss) income | 0 | 0 | 0 | 0 | ||
Net change during the period | 667 | (303) | 318 | (1,636) | ||
Balance at end of period | (1,818) | (2,485) | (3,184) | (3,502) | (1,818) | (3,184) |
Derivative Instruments | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | 24,345 | 9,815 | (5,995) | (2,112) | 9,815 | (2,112) |
Net unrealized gains (losses) arising during the period | 14,895 | 15,305 | 470 | (5,217) | ||
Less: Net realized gains (losses) reclassified to net (loss) income | 6,264 | 775 | (1,794) | (1,334) | ||
Net change during the period | 8,631 | 14,530 | 2,264 | (3,883) | ||
Balance at end of period | $ 32,976 | $ 24,345 | $ (3,731) | $ (5,995) | $ 32,976 | $ (3,731) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense (benefit) | $ 3,985 | $ 548 | $ 5,819 | $ (9,013) | |
Effective tax rate | 27.30% | 7.80% | |||
Income taxes receivable, CARES Act | $ 13,200 |
DIVESTITURES AND PROPERTY, PL_2
DIVESTITURES AND PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Impact of divestiture on goodwill | $ 11,101 | $ 4,685 | ||||
Impairment | $ 800 | $ 817 | $ 107,114 | |||
Proceeds from the sale of assets and business divestiture | $ 2,700 | |||||
Gain on sale of property, plant, and equipment | $ 1,700 | |||||
Diversified Products | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impact of divestiture on goodwill | 11,101 | $ 4,685 | ||||
Extract Technology | Diversified Products | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impact of divestiture on goodwill | 11,100 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Extract Technology | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Proceeds from divestiture of businesses | 20,800 | |||||
Gain (loss) on disposition of business | 1,900 | |||||
Net intangible assets written off | $ 1,300 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) | 6 Months Ended |
Jun. 30, 2021segmentproduct_categorybusiness_unit | |
Segment Reporting Information [Line Items] | |
Number of segments | segment | 3 |
Number of products | product_category | 4 |
Diversified Products | |
Segment Reporting Information [Line Items] | |
Number of strategic business units | business_unit | 3 |
SEGMENTS - Reportable Segment I
SEGMENTS - Reportable Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Net sales | |||||
Total net sales | $ 449,422 | $ 339,153 | $ 841,425 | $ 726,227 | |
Income (loss) from operations | 22,684 | 5,999 | 33,899 | (104,057) | |
Assets | 1,180,500 | 1,142,265 | 1,180,500 | 1,142,265 | $ 1,161,470 |
Commercial Trailer Products | |||||
Net sales | |||||
Total net sales | 296,103 | 232,247 | 542,874 | 483,192 | |
Diversified Products | |||||
Net sales | |||||
Total net sales | 72,296 | 56,074 | 140,463 | 131,933 | |
Final Mile Products | |||||
Net sales | |||||
Total net sales | 81,023 | 50,832 | 158,088 | 111,102 | |
Corporate and Eliminations | |||||
Net sales | |||||
Total net sales | (4,521) | (7,884) | (11,300) | (15,013) | |
Income (loss) from operations | (12,192) | (8,273) | (23,984) | (20,089) | |
Assets | 238,080 | 134,351 | 238,080 | 134,351 | |
Corporate and Eliminations | Commercial Trailer Products | |||||
Net sales | |||||
Total net sales | 239 | 7 | 1,177 | 37 | |
Corporate and Eliminations | Diversified Products | |||||
Net sales | |||||
Total net sales | 4,282 | 7,877 | 10,123 | 14,976 | |
Corporate and Eliminations | Final Mile Products | |||||
Net sales | |||||
Total net sales | 0 | 0 | 0 | 0 | |
Operating Segments | Commercial Trailer Products | |||||
Net sales | |||||
Total net sales | 296,342 | 232,254 | 544,051 | 483,229 | |
Income (loss) from operations | 32,299 | 18,599 | 53,164 | 34,470 | |
Assets | 310,179 | 347,072 | 310,179 | 347,072 | |
Operating Segments | Diversified Products | |||||
Net sales | |||||
Total net sales | 76,578 | 63,951 | 150,586 | 146,909 | |
Income (loss) from operations | 5,824 | 2,242 | 11,913 | (3,828) | |
Assets | 256,905 | 289,927 | 256,905 | 289,927 | |
Operating Segments | Final Mile Products | |||||
Net sales | |||||
Total net sales | 81,023 | 50,832 | 158,088 | 111,102 | |
Income (loss) from operations | (3,247) | (6,569) | (7,194) | (114,610) | |
Assets | $ 375,336 | $ 370,915 | $ 375,336 | $ 370,915 |
SEGMENTS - Major Product Catego
SEGMENTS - Major Product Categories and Percentage of Consolidated Net Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Product Information [Line Items] | ||||
Net sales | $ 449,422 | $ 339,153 | $ 841,425 | $ 726,227 |
Sales Revenue, Net | Product Concentration Risk | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 100.00% | 100.00% | 100.00% | 100.00% |
Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | $ (4,521) | $ (7,884) | $ (11,300) | $ (15,013) |
Commercial Trailer Products | ||||
Product Information [Line Items] | ||||
Net sales | 296,103 | 232,247 | 542,874 | 483,192 |
Commercial Trailer Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 296,342 | 232,254 | 544,051 | 483,229 |
Commercial Trailer Products | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | 239 | 7 | 1,177 | 37 |
Diversified Products | ||||
Product Information [Line Items] | ||||
Net sales | 72,296 | 56,074 | 140,463 | 131,933 |
Diversified Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 76,578 | 63,951 | 150,586 | 146,909 |
Diversified Products | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | 4,282 | 7,877 | 10,123 | 14,976 |
Final Mile Products | ||||
Product Information [Line Items] | ||||
Net sales | 81,023 | 50,832 | 158,088 | 111,102 |
Final Mile Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 81,023 | 50,832 | 158,088 | 111,102 |
Final Mile Products | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
New trailers | ||||
Product Information [Line Items] | ||||
Net sales | $ 321,831 | $ 246,929 | $ 590,762 | $ 528,142 |
New trailers | Sales Revenue, Net | Product Concentration Risk | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 71.60% | 72.80% | 70.20% | 72.70% |
New trailers | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 |
New trailers | Commercial Trailer Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 287,741 | 218,753 | 526,406 | 456,654 |
New trailers | Diversified Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 34,090 | 28,176 | 64,356 | 71,488 |
New trailers | Final Mile Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Used trailers | ||||
Product Information [Line Items] | ||||
Net sales | $ 378 | $ 3,596 | $ 1,390 | $ 5,124 |
Used trailers | Sales Revenue, Net | Product Concentration Risk | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 0.10% | 1.10% | 0.20% | 0.70% |
Used trailers | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 |
Used trailers | Commercial Trailer Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 19 | 2,273 | 184 | 2,591 |
Used trailers | Diversified Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 359 | 1,323 | 1,206 | 2,533 |
Used trailers | Final Mile Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Components, parts and service | ||||
Product Information [Line Items] | ||||
Net sales | $ 32,756 | $ 26,306 | $ 66,543 | $ 58,282 |
Components, parts and service | Sales Revenue, Net | Product Concentration Risk | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 7.30% | 7.80% | 7.90% | 8.00% |
Components, parts and service | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | $ (4,282) | $ (7,884) | $ (10,125) | $ (14,984) |
Components, parts and service | Commercial Trailer Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 5,529 | 9,571 | 11,470 | 18,843 |
Components, parts and service | Diversified Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 27,544 | 22,166 | 57,510 | 48,248 |
Components, parts and service | Final Mile Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 3,965 | 2,453 | 7,688 | 6,175 |
Equipment and other | ||||
Product Information [Line Items] | ||||
Net sales | $ 94,457 | $ 62,322 | $ 182,730 | $ 134,679 |
Equipment and other | Sales Revenue, Net | Product Concentration Risk | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 21.00% | 18.40% | 21.70% | 18.50% |
Equipment and other | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | $ (239) | $ 0 | $ (1,175) | $ (29) |
Equipment and other | Commercial Trailer Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 3,053 | 1,657 | 5,991 | 5,141 |
Equipment and other | Diversified Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 14,585 | 12,286 | 27,514 | 24,640 |
Equipment and other | Final Mile Products | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | $ 77,058 | $ 48,379 | $ 150,400 | $ 104,927 |