Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 20, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 | 771-5310 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | WNC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 49,032,640 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000879526 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 72,794 | $ 71,778 |
Accounts receivable, net | 290,035 | 176,511 |
Inventories, net | 286,734 | 237,621 |
Prepaid expenses and other | 46,374 | 43,795 |
Total current assets | 695,937 | 529,705 |
Property, plant, and equipment, net | 232,037 | 232,425 |
Goodwill | 188,438 | 188,443 |
Intangible assets, net | 109,402 | 114,441 |
Other assets | 41,043 | 42,057 |
Total assets | 1,266,857 | 1,107,071 |
Current liabilities: | ||
Current portion of long-term debt | 0 | 0 |
Current portion of finance lease obligations | 0 | 59 |
Accounts payable | 258,643 | 173,950 |
Other accrued liabilities | 114,017 | 115,316 |
Total current liabilities | 372,660 | 289,325 |
Long-term debt | 484,354 | 428,315 |
Deferred income taxes | 40,510 | 36,019 |
Other non-current liabilities | 27,080 | 27,873 |
Total liabilities | 924,604 | 781,532 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock 200,000,000 shares authorized, $0.01 par value, 49,032,640 and 48,954,482 shares outstanding, respectively | 764 | 759 |
Additional paid-in capital | 656,863 | 653,978 |
Retained earnings | 100,120 | 92,111 |
Accumulated other comprehensive income | 14,687 | 859 |
Treasury stock at cost, 27,454,978 and 27,013,275 common shares, respectively | (430,181) | (422,168) |
Total stockholders' equity | 342,253 | 325,539 |
Total liabilities and stockholders’ equity | $ 1,266,857 | $ 1,107,071 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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) | 49,032,640 | 48,954,482 |
Treasury stock, shares (in shares) | 27,454,978 | 27,013,275 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 546,761 | $ 392,003 |
Cost of sales | 488,706 | 344,837 |
Gross profit | 58,055 | 47,166 |
General and administrative expenses | 26,332 | 22,867 |
Selling expenses | 6,209 | 6,665 |
Amortization of intangible assets | 5,039 | 5,798 |
Impairment and other, net | 340 | 621 |
Income (loss) from operations | 20,135 | 11,215 |
Other income (expense): | ||
Interest expense | (4,913) | (6,150) |
Other, net | (71) | (14) |
Other expense, net | (4,984) | (6,164) |
Income before income tax expense | 15,151 | 5,051 |
Income tax expense | 3,077 | 1,834 |
Net income | $ 12,074 | $ 3,217 |
Net income per share: | ||
Basic (in usd per share) | $ 0.25 | $ 0.06 |
Diluted (in usd per share) | $ 0.24 | $ 0.06 |
Weighted average common shares outstanding (in thousands): | ||
Basic (in shares) | 49,004 | 52,126 |
Diluted (in shares) | 49,730 | 53,044 |
Dividends declared per share (in usd per share) | $ 0.08 | $ 0.08 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 12,074 | $ 3,217 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustment | 243 | (303) |
Unrealized gain on derivative instruments | 13,585 | 14,530 |
Net change during the period | 13,828 | 14,227 |
Comprehensive income | $ 25,902 | $ 17,444 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net income | $ 12,074 | $ 3,217 |
Adjustments to reconcile net income to net cash used in operating activities | ||
Depreciation | 8,225 | 6,432 |
Amortization of intangibles | 5,039 | 5,798 |
Net gain on sale of property, plant and equipment | (645) | (193) |
Deferred income taxes | (50) | 661 |
Stock-based compensation | 2,277 | 2,032 |
Impairment | 986 | 817 |
Non-cash interest expense | 213 | 296 |
Accounts receivable | (113,524) | (33,059) |
Inventories | (49,113) | (63,422) |
Prepaid expenses and other | 2,913 | (7,031) |
Accounts payable and accrued liabilities | 98,284 | 61,789 |
Other, net | (1,246) | 259 |
Net cash used in operating activities | (34,567) | (22,404) |
Cash flows from investing activities | ||
Cash payments for capital expenditures | (9,949) | (4,165) |
Proceeds from the sale of assets | 1,445 | 203 |
Net cash used in investing activities | (8,504) | (3,962) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 613 | 1,235 |
Dividends paid | (4,337) | (4,253) |
Borrowings under revolving credit facilities | 56,284 | 114 |
Payments under revolving credit facilities | (318) | (114) |
Principal payments under finance lease obligations | (59) | (85) |
Debt issuance costs paid | (83) | 0 |
Stock repurchases | (8,013) | (19,321) |
Net cash provided by (used in) financing activities | 44,087 | (22,424) |
Cash and cash equivalents: | ||
Net increase (decrease) in cash, cash equivalents, and restricted cash | 1,016 | (48,790) |
Cash, cash equivalents, and restricted cash at beginning of period | 71,778 | 217,677 |
Cash, cash equivalents, and restricted cash at end of period | 72,794 | 168,887 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 273 | 1,436 |
Refunds received for income taxes | (8,825) | (403) |
Period end balance of payables for property, plant, and equipment | $ 2,960 | $ 1,781 |
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, 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 | 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 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, 2021 | 48,954,482 | |||||
Balance at beginning of period at Dec. 31, 2021 | 325,539 | $ 759 | 653,978 | 92,111 | 859 | (422,168) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 12,074 | 12,074 | ||||
Foreign currency translation | 243 | 243 | ||||
Stock-based compensation (in shares) | 277,124 | |||||
Stock-based compensation | 2,277 | $ 5 | 2,272 | |||
Stock repurchase (in shares) | (247,174) | |||||
Stock repurchase | (8,013) | (8,013) | ||||
Common stock dividends | (4,065) | (4,065) | ||||
Unrealized gain on derivative instruments | 13,585 | 13,585 | ||||
Stock option exercises (in shares) | 48,208 | |||||
Stock option exercises | 613 | 613 | ||||
Balance at end of period (in shares) at Mar. 31, 2022 | 49,032,640 | |||||
Balance at end of period at Mar. 31, 2022 | $ 342,253 | $ 764 | $ 656,863 | $ 100,120 | $ 14,687 | $ (430,181) |
BASIS OF PRESENTATION AND DESCR
BASIS OF PRESENTATION AND DESCRIPTION OF THE BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION & DESCRIPTION OF THE BUSINESS | BASIS OF PRESENTATION & DESCRIPTION OF THE BUSINESSThe 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, 2021. As further described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, on January 10, 2022, the Company completed its review and approval of its plan for rebranding as Wabash ® |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2022 | |
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 | 3 Months Ended |
Mar. 31, 2022 | |
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 Parts & Services 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 & OTHER INTANGIBLE ASS
GOODWILL & OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL & OTHER INTANGIBLE ASSETS | GOODWILL & OTHER INTANGIBLE ASSETS Segment Realignment As further described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, beginning in September 2021 the Company realigned its operating and reportable segments. Based on these changes, the Company has established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments have also been determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. As of March 31, 2022, goodwill allocated to the TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. The Company considered whether there were any indicators of impairment during the three months ended March 31, 2022 and concluded there were none. Extract Technology ® Divestiture 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 Parts & Services 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 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 reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value. The changes in the carrying amounts of goodwill from December 31, 2020 through the three-month period ended March 31, 2022 were as follows (in thousands): Transportation Solutions Parts & Services Total Balance at December 31, 2020 Goodwill $ 188,775 $ 119,185 $ 307,960 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2020 120,518 79,042 199,560 Impact of divestiture on goodwill — (11,101) (11,101) Effects of foreign currency (11) (5) (16) Balance at December 31, 2021 Goodwill 188,764 108,079 296,843 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2021 120,507 67,936 188,443 Effects of foreign currency (3) (2) (5) Balance at March 31, 2022 Goodwill 188,761 108,077 296,838 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of March 31, 2022 $ 120,504 $ 67,934 $ 188,438 |
INVENTORIES, NET
INVENTORIES, NET | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, December 31, Raw materials and components $ 198,678 $ 174,915 Finished goods 67,880 42,933 Work in progress 13,732 14,133 Aftermarket parts 5,445 4,903 Used trailers 999 737 $ 286,734 $ 237,621 |
PREPAID EXPENSES AND OTHER
PREPAID EXPENSES AND OTHER | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, December 31, Chassis converter pool agreements $ 4,923 $ 18,185 Assets held for sale — 350 Income tax receivables 3,836 10,386 Insurance premiums & maintenance/subscription agreements 7,054 3,290 Commodity swap contracts 27,067 7,963 All other 3,494 3,621 $ 46,374 $ 43,795 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 as of December 31, 2021 related to property, plant, and equipment assets that were unused and were 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 investments held by the Company’s captive insurance subsidiary as well as other various prepaid and other assets. As of March 31, 2022 and December 31, 2021, there was no restricted cash included in prepaid expenses and other current assets. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt consists of the following (in thousands): March 31, December 31, Senior Notes due 2028 $ 400,000 $ 400,000 Revolving Credit Agreement 89,001 33,035 489,001 433,035 Less: unamortized discount and fees (4,647) (4,720) Less: current portion — — $ 484,354 $ 428,315 Senior Notes due 2028 On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes due 2028 (the “New Senior Notes”). The New Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Indenture”). The New Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2022. The New Senior Notes will mature on October 15, 2028. At any time prior to October 15, 2024, the Company may redeem some or all of the New Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the New Senior Notes being redeemed plus an applicable make-whole premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption date. Prior to October 15, 2024, the Company may redeem up to 40% of the New Senior Notes at a redemption price of 104.500% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain equity offerings so long as if, after any such redemption occurs, at least 60% of the aggregate principal amount of the New Senior Notes remain outstanding. On and after October 15, 2024, the Company may redeem some or all of the New Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on October 15, 2024, 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), unless the Company has exercised its optional redemption right in respect of the New Senior Notes, the holders of the New Senior Notes will have the right to require the Company to repurchase all or a portion of the New Senior Notes at a price equal to 101% of the aggregate principal amount of the New Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase. The New 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 New Senior Notes and related guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and will be subordinated to all of the Company and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the New Senior Notes are structurally subordinated 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. Subject to a number of exceptions and qualifications, the Indenture restricts the Company’s ability and the ability of certain of its subsidiaries 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. These covenants are subject to a number of important exceptions and qualifications. During any time when the New Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and the Company and its subsidiaries will cease to be subject to such covenants during such period. The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the New Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs. As of March 31, 2022, the Company was in compliance with all covenants. Contractual coupon interest expense and accretion of fees for the New Senior Notes for the three-month period ended March 31, 2022 was $4.5 million and $0.2 million, respectively, and are included in Interest expense i n the Company’s Condensed Consolidated Statements of Operations. There was no contractual coupon interest expense and accretion of fees for the New Senior Notes during the three-month period ended March 31, 2021. Contractual coupon interest expense and accretion of discount and fees for the Senior Notes due 2025, which were redeemed in full during the fourth quarter of 2021, for the three-month period ended March 31, 2021 was $4.5 million, which 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 (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, Wells Fargo Capital Finance, LLC as the administrative agent, joint lead arranger and joint bookrunner (the “Revolver Agent”), and Citizens Business Capital, a division of Citizens Asset Finance, Inc., as syndication agent, joint lead arranger and joint bookrunner, 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 “First Amendment”) among the Company, certain of its subsidiaries party thereto, the lenders party thereto, and the Revolver Agent. The First Amendment primarily made conforming changes to the provisions in the Revolving Credit Agreement to reflect modifications made under the Term Loan Credit Agreement, dated September 20, 2020, among the Company, the lenders from time to time parties thereto, and Wells Fargo Bank, National Association, as the administrative agent, providing for a secured loan facility of $150 million (the “New Term Loan Credit Agreement”). On September 28, 2021, the Company entered into an Increase Agreement Regarding Incremental Revolver Commitments and Second Amendment to Second Amended and Restated Credit Agreement (the “Second Amendment”, and together with the First Amendment and Second Amended and Restated Credit Agreement, the “Revolving Credit Agreement” or “Revolving Facility”), which exercised an option under the Revolving Credit Agreement to increase the total revolving credit commitments by $50 million from $175 million to $225 million. The Revolving Credit Agreement continues to include an increase option, which would allow the Company, subject to certain terms and conditions set forth in the Revolving Credit Agreement (including the approval of the lenders providing the applicable increase), to increase the total revolving credit commitments under the Revolving Credit Agreement by a further $50 million to a maximum of $275 million. The Revolving Credit Agreement is guaranteed by certain subsidiaries of the Company (the “Revolver Guarantors”) and is secured by (i) first priority security interests (subject only to customary permitted liens and certain other permitted liens) 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 customary permitted liens and certain other permitted liens (A) equity interests of each direct subsidiary held by the Borrowers and each Revolver Guarantor (subject to customary limitations in the case of the equity of foreign subsidiaries), and (B) substantially all other tangible and intangible assets of the Borrowers and the Revolver Guarantors including equipment, general intangibles, intercompany notes, insurance policies, investment property and intellectual property (in each case, except to the extent constituting Revolver Priority Collateral), but excluding real property (collectively, including certain material owned real property that does not constitute collateral under the Revolving Credit Agreement, the “Term Priority Collateral”). The Revolving Credit Agreement has a scheduled maturity date of December 21, 2023. 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 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 customary covenants limiting the ability of the Company and certain of its affiliates to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. 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 March 31, 2022. If availability under the Revolving Credit Agreement is less than 15% of the total revolving commitment or if there exists an event of default, amounts in any of the Borrowers’ and the Revolver Guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Revolver Agent and applied to reduce the outstanding amounts under the facility. If the covenants under the Revolving 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 Revolving 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 30 days. During the three-month period ended March 31, 2022, the Company borrowed $56.0 million under the Revolving Credit Agreement. As of March 31, 2022, there was $89.0 million outstanding under the Revolving Credit Facility. Interest expense under the Revolving Credit Agreement for the three-month period ended March 31, 2022, was approximately $0.3 million. During the three-month period ended March 31, 2021, and as of March 31, 2021, there were no amounts outstanding under the Revolving Facility. The Company paid no interest under the Revolving Credit Agreement during the three-month period ended March 31, 2021. The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Facility, amounted to $203.1 million as of March 31, 2022 and $258.0 million as of December 31, 2021. During the fourth quarter of 2021, the Company drew $50.0 million under the Revolving Credit Agreement, a portion of which was used along with the proceeds of the New Senior Notes to fund the redemption in full of the Senior Notes due 2025, to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement, and to pay all related fees and expenses of the New Senior Notes. New Term Loan Credit Agreement As of March 31, 2021, the Company had $138.8 million outstanding under the New Term Loan Credit Agreement (which was repaid in full during the fourth quarter of 2021), none of which was classified as current on the Company’s Condensed Consolidated Balance Sheets. For the three-month period ended March 31, 2021, under the New Term Loan Credit Agreement the Company paid interest of $1.4 million and made no principal payments. For the three-month period ended March 31, 2021, the Company incurred charges of less than $0.1 million for amortization of fees and original issuance discount, which are included in Interest expense in the Condensed Consolidated Statements of Operations. |
FINANCIAL DERIVATIVE INSTRUMENT
FINANCIAL DERIVATIVE INSTRUMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FINANCIAL DERIVATIVE INSTRUMENTS | FINANCIAL DERIVATIVE INSTRUMENTS Commodity Pricing Risk As of March 31, 2022, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $131.7 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 2023. 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. F inancial Statement Presentation As of March 31, 2022 and December 31, 2021, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands): Asset / (Liability) Derivatives Balance Sheet Caption March 31, December 31, Derivatives designated as hedging instruments Commodity swap contracts Prepaid expenses and other $ 27,067 $ 7,963 Commodity swap contracts Accounts payable and Other accrued liabilities (4,353) (5,121) Total derivatives designated as hedging instruments $ 22,714 $ 2,842 The following table summarizes the gain or loss recognized in AOCI as of March 31, 2022 and December 31, 2021 and the amounts reclassified from AOCI into earnings for the three months ended March 31, 2022 and 2021 (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) March 31, December 31, Three Months Ended 2022 2021 Derivatives instruments Commodity swap contracts $ 16,433 $ 2,848 Cost of sales $ 5,298 $ 1,035 Over the next 12 months, the Company expects to reclassify approximately $21.9 million of pretax deferred gains, related to the commodity swap contracts, from AOCI to cost of sales as inventory purchases are settled. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
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 During the three months ended March 31, 2022, the Company entered into sale-leaseback-sublease transactions. Amounts related to these transactions during the first quarter of 2022 were insignificant. In addition, certain of the transactions occurred with a related party—such transactions were at market value and arm’s length. Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands): Classification March 31, 2022 December 31, 2021 Right-of-Use Assets Operating Other assets $ 11,754 $ 11,379 Liabilities Current Operating Other accrued liabilities $ 3,746 $ 3,507 Finance Current portion of finance lease obligations — 59 Noncurrent Operating Non-current liabilities 8,008 7,872 Finance Finance lease obligations — — Total lease liabilities $ 11,754 $ 11,438 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 $ 1,109 $ 1,255 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales 36 36 Interest on lease liabilities Interest expense 1 8 Net lease cost $ 1,146 $ 1,299 Maturity of the Company’s lease liabilities as of March 31, 2022 is as follows (in thousands): Operating Leases Finance Leases Total 2022 (remainder) $ 3,248 $ — $ 3,248 2023 3,600 — 3,600 2024 2,485 — 2,485 2025 1,476 — 1,476 2026 990 — 990 Thereafter 1,173 — 1,173 Total lease payments $ 12,972 $ — $ 12,972 Less: interest 1,218 — Present value of lease payments $ 11,754 $ — 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: March 31, 2022 December 31, 2021 Weighted average remaining lease term (years) Operating leases 4.0 4.3 Finance leases 0.0 0.1 Weighted average discount rate Operating leases 5.10 % 5.12 % Finance leases — % 6.16 % Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands): Three Months Ended Three Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,120 $ 1,258 Operating cash flows from finance leases $ 1 $ 5 Financing cash flows from finance leases $ 59 $ 85 |
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 During the three months ended March 31, 2022, the Company entered into sale-leaseback-sublease transactions. Amounts related to these transactions during the first quarter of 2022 were insignificant. In addition, certain of the transactions occurred with a related party—such transactions were at market value and arm’s length. Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands): Classification March 31, 2022 December 31, 2021 Right-of-Use Assets Operating Other assets $ 11,754 $ 11,379 Liabilities Current Operating Other accrued liabilities $ 3,746 $ 3,507 Finance Current portion of finance lease obligations — 59 Noncurrent Operating Non-current liabilities 8,008 7,872 Finance Finance lease obligations — — Total lease liabilities $ 11,754 $ 11,438 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 $ 1,109 $ 1,255 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales 36 36 Interest on lease liabilities Interest expense 1 8 Net lease cost $ 1,146 $ 1,299 Maturity of the Company’s lease liabilities as of March 31, 2022 is as follows (in thousands): Operating Leases Finance Leases Total 2022 (remainder) $ 3,248 $ — $ 3,248 2023 3,600 — 3,600 2024 2,485 — 2,485 2025 1,476 — 1,476 2026 990 — 990 Thereafter 1,173 — 1,173 Total lease payments $ 12,972 $ — $ 12,972 Less: interest 1,218 — Present value of lease payments $ 11,754 $ — 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: March 31, 2022 December 31, 2021 Weighted average remaining lease term (years) Operating leases 4.0 4.3 Finance leases 0.0 0.1 Weighted average discount rate Operating leases 5.10 % 5.12 % Finance leases — % 6.16 % Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands): Three Months Ended Three Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,120 $ 1,258 Operating cash flows from finance leases $ 1 $ 5 Financing cash flows from finance leases $ 59 $ 85 |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITIES The following table presents the major components of Other accrued liabilities (in thousands): March 31, December 31, Warranty $ 22,144 $ 22,045 Chassis converter pool agreements 4,923 18,185 Payroll and related taxes 15,550 15,679 Customer deposits 21,972 17,646 Self-insurance 11,158 11,152 Accrued interest 8,799 4,288 Operating lease obligations 3,746 3,507 Accrued taxes 13,762 8,425 All other 11,963 14,389 $ 114,017 $ 115,316 The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands): 2022 2021 Balance as of January 1 $ 22,045 $ 20,570 Provision for warranties issued in current year 946 1,397 Payments (847) (1,309) Balance as of March 31 $ 22,144 $ 20,658 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 | 3 Months Ended |
Mar. 31, 2022 | |
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, and are classified as Level 2. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 are shown below (in thousands): Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs March 31, 2022 Commodity swap contracts Recurring $ 22,714 $ — $ 22,714 $ — Mutual funds Recurring $ 6,097 $ 6,097 $ — $ — Life-insurance contracts Recurring $ 17,391 $ — $ 17,391 $ — December 31, 2021 Commodity swap contracts Recurring $ 2,842 $ — $ 2,842 $ — Mutual funds Recurring $ 6,183 $ 6,183 $ — $ — Life-insurance contracts Recurring $ 18,670 $ — $ 18,670 $ — Estimated Fair Value of Debt The estimated fair value of debt at March 31, 2022 consists primarily of the Senior Notes due 2028 and borrowings under the Revolving Credit Agreement (see Note 7). The fair value of the Senior Notes due 2028 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 carrying value approximates fair value for any borrowings. The Company’s carrying and estimated fair value of debt at March 31, 2022 and December 31, 2021 were as follows (in thousands): March 31, 2022 December 31, 2021 Carrying Fair Value Carrying Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Instrument Senior Notes due 2028 $ 395,353 $ — $ 357,795 $ — $ 395,280 $ — $ 399,727 $ — Revolving Facility 89,001 — 89,001 — 33,035 — 33,035 — $ 484,354 $ — $ 446,796 $ — $ 428,315 $ — $ 432,762 $ — 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 in the condensed consolidated financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES As of March 31, 2022, 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 completed in 2021. The Company submitted to IDEM the final, written report in December 2021, which states that its position is that the Company is not a responsible party and has no liability for any contamination. As of March 31, 2022, 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 March 31, 2022, the Company’s outstanding chassis converter pool with the manufacturer totaled $4.9 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 $0.5 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 PER SHARE
NET INCOME PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME 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 per share is determined using net income 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). Three Months Ended 2022 2021 Basic net income per share: Net income applicable to common stockholders $ 12,074 $ 3,217 Weighted average common shares outstanding 49,004 52,126 Basic net income per share $ 0.25 $ 0.06 Diluted net income per share: Net income applicable to common stockholders $ 12,074 $ 3,217 Weighted average common shares outstanding 49,004 52,126 Dilutive stock options and restricted stock 726 918 Diluted weighted average common shares outstanding 49,730 53,044 Diluted net income per share $ 0.24 $ 0.06 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
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 $17.9 million at March 31, 2022, for which the expense will be recognized through 2025. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Share Repurchase Program In August 2021, the Company announced that the Board of Directors approved the repurchase of an additional $150 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 November 2018, February 2017, and February 2016. The repurchase program is set to expire in August 2024. 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 March 31, 2022, $131.4 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 three months ended March 31, 2022 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2021 $ (1,989) $ 2,848 $ 859 Net unrealized gains (losses) arising during the period (a) 243 17,555 17,798 Less: Net realized gains (losses) reclassified to net income (b) — 3,970 3,970 Net change during the period 243 13,585 13,828 Balances at March 31, 2022 $ (1,746) $ 16,433 $ 14,687 ————————— (a) Derivative instruments net of $5.9 million of tax liability for the three months ended March 31, 2022. (b) Derivative instruments net of $1.3 million of tax liability for the three months ended March 31, 2022. Changes in AOCI by component, net of tax, for the three months ended March 31, 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 (c) (303) 15,305 15,002 Less: Net realized gains (losses) reclassified to net loss (d) — 775 775 Net change during the period (303) 14,530 14,227 Balances at March 31, 2021 $ (2,485) $ 24,345 $ 21,860 ————————— (c) Derivative instruments net of $5.2 million of tax liability for the three months ended March 31, 2021. (d) Derivative instruments net of $0.3 million of tax liability for the three months ended March 31, 2021. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESFor the three months ended March 31, 2022, the Company recognized income tax expense of $3.1 million compared to $1.8 million for the same period in the prior year. The effective tax rates for the first three months of 2022 and 2021 were 20.3% and 36.3%, respectively. For the first three months of 2022, 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 three 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. |
IMPAIRMENT, SALES AND PROPERTY,
IMPAIRMENT, SALES AND PROPERTY, PLANT, AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
IMPAIRMENT, SALES AND PROPERTY, PLANT, AND EQUIPMENT | IMPAIRMENT, SALES, AND PROPERTY, PLANT, AND EQUIPMENT During the first quarter of 2022, the Company impaired approximately $1.0 million of construction-in-progress projects that were no longer expected to be completed. In addition, the Company sold a building (and the related land) for net proceeds of $1.1 million. A gain on sale of approximately $0.7 million was recognized as part of the sale. The impairment and gain on sale are included in Impairment and other, net in the Condensed Consolidated Statements of Operations. 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. |
SEGMENTS
SEGMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS a. Segment Reporting As further described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, beginning in September 2021 the Company realigned its operating and reportable segments based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this realignment, the Company eliminated the historical Commercial Trailer Products, Diversified Products, and Final Mile Products segments and established two operating and reportable segments: Transportation Solutions and Parts & Services. Additional information related to the composition of each segment is included below. ▪ Transportation Solutions (“TS”): The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Company’s wood flooring production facility, all of which were previously reported in the CTP segment. The Company’s EcoNex™ products that were historically included in both the CTP and FMP segments are now reported in the TS segment. In addition, the TS segment includes tank trailers and truck-mounted tanks that were historically reported in the DPG segment. Finally, truck-mounted dry and refrigerated bodies and service and stake bodies that were previously reported in the FMP segment are also in the TS segment. ▪ Parts & Services (“P&S”): The P&S segment is comprised of each of the Company’s historical segments’ parts and services businesses as well as the upfitting component of our truck bodies business. In addition, the Company’s Composites business, which focuses on the use of DuraPlate ® composite panels beyond the semi-trailer market, is also part of the P&S segment (previously reported in the DPG segment). Finally, the P&S segment includes the Company’s Engineered Products business (previously reported in the DPG segment), including stainless-steel storage tanks and silos, mixers, and processors for a variety of end markets. Growing and expanding the parts and services businesses is a key strategic initiative for the Company moving forward. The accounting policies of the TS and P&S 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. Segment assets are not presented as it is not a measure reviewed by the CODM in allocating resources and assessing performance. Reportable segment information is as follows (in thousands): Three Months Ended March 31, 2022 Transportation Solutions Parts & Services Corporate and Consolidated Net sales External customers $ 501,040 $ 45,721 $ — $ 546,761 Intersegment sales 1,025 987 (2,012) — Total net sales $ 502,065 $ 46,708 $ (2,012) $ 546,761 Income (loss) from operations $ 31,697 $ 6,789 $ (18,351) $ 20,135 Three Months Ended March 31, 2021 Transportation Solutions Parts & Services Corporate and Consolidated Net sales External customers $ 344,338 $ 47,665 $ — $ 392,003 Intersegment sales 781 930 (1,711) — Total net sales $ 345,119 $ 48,595 $ (1,711) $ 392,003 Income (loss) from operations $ 16,623 $ 6,384 $ (11,792) $ 11,215 b. Product Information The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and services, and (4) equipment and other (which includes truck bodies). The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Three Months Ended March 31, 2022 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 437,963 $ 54 $ (311) $ 437,706 80.1 % Used trailers — 569 — 569 0.1 % Components, parts and services — 33,564 (1,701) 31,863 5.8 % Equipment and other 64,102 12,521 — 76,623 14.0 % Total net sales $ 502,065 $ 46,708 $ (2,012) $ 546,761 100.0 % Three Months Ended March 31, 2021 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 268,931 $ — $ — $ 268,931 68.6 % Used trailers 165 847 — 1,012 0.3 % Components, parts and services — 35,498 (1,711) 33,787 8.6 % Equipment and other 76,023 12,250 — 88,273 22.5 % Total net sales $ 345,119 $ 48,595 $ (1,711) $ 392,003 100.0 % |
NEW ACCOUNTING PRONOUNCEMENTS (
NEW ACCOUNTING PRONOUNCEMENTS (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 & OTHER INTANGIBLE A_2
GOODWILL & OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amounts of goodwill from December 31, 2020 through the three-month period ended March 31, 2022 were as follows (in thousands): Transportation Solutions Parts & Services Total Balance at December 31, 2020 Goodwill $ 188,775 $ 119,185 $ 307,960 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2020 120,518 79,042 199,560 Impact of divestiture on goodwill — (11,101) (11,101) Effects of foreign currency (11) (5) (16) Balance at December 31, 2021 Goodwill 188,764 108,079 296,843 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2021 120,507 67,936 188,443 Effects of foreign currency (3) (2) (5) Balance at March 31, 2022 Goodwill 188,761 108,077 296,838 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of March 31, 2022 $ 120,504 $ 67,934 $ 188,438 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories, net of reserves, consist of the following components (in thousands): March 31, December 31, Raw materials and components $ 198,678 $ 174,915 Finished goods 67,880 42,933 Work in progress 13,732 14,133 Aftermarket parts 5,445 4,903 Used trailers 999 737 $ 286,734 $ 237,621 |
PREPAID EXPENSES AND OTHER (Tab
PREPAID EXPENSES AND OTHER (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, December 31, Chassis converter pool agreements $ 4,923 $ 18,185 Assets held for sale — 350 Income tax receivables 3,836 10,386 Insurance premiums & maintenance/subscription agreements 7,054 3,290 Commodity swap contracts 27,067 7,963 All other 3,494 3,621 $ 46,374 $ 43,795 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consists of the following (in thousands): March 31, December 31, Senior Notes due 2028 $ 400,000 $ 400,000 Revolving Credit Agreement 89,001 33,035 489,001 433,035 Less: unamortized discount and fees (4,647) (4,720) Less: current portion — — $ 484,354 $ 428,315 |
FINANCIAL DERIVATIVE INSTRUME_2
FINANCIAL DERIVATIVE INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of March 31, 2022 and December 31, 2021, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands): Asset / (Liability) Derivatives Balance Sheet Caption March 31, December 31, Derivatives designated as hedging instruments Commodity swap contracts Prepaid expenses and other $ 27,067 $ 7,963 Commodity swap contracts Accounts payable and Other accrued liabilities (4,353) (5,121) Total derivatives designated as hedging instruments $ 22,714 $ 2,842 |
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 March 31, 2022 and December 31, 2021 and the amounts reclassified from AOCI into earnings for the three months ended March 31, 2022 and 2021 (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) March 31, December 31, Three Months Ended 2022 2021 Derivatives instruments Commodity swap contracts $ 16,433 $ 2,848 Cost of sales $ 5,298 $ 1,035 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands): Classification March 31, 2022 December 31, 2021 Right-of-Use Assets Operating Other assets $ 11,754 $ 11,379 Liabilities Current Operating Other accrued liabilities $ 3,746 $ 3,507 Finance Current portion of finance lease obligations — 59 Noncurrent Operating Non-current liabilities 8,008 7,872 Finance Finance lease obligations — — Total lease liabilities $ 11,754 $ 11,438 |
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 $ 1,109 $ 1,255 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales 36 36 Interest on lease liabilities Interest expense 1 8 Net lease cost $ 1,146 $ 1,299 March 31, 2022 December 31, 2021 Weighted average remaining lease term (years) Operating leases 4.0 4.3 Finance leases 0.0 0.1 Weighted average discount rate Operating leases 5.10 % 5.12 % Finance leases — % 6.16 % Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands): Three Months Ended Three Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,120 $ 1,258 Operating cash flows from finance leases $ 1 $ 5 Financing cash flows from finance leases $ 59 $ 85 |
Operating Lease, Liability, Maturity | Maturity of the Company’s lease liabilities as of March 31, 2022 is as follows (in thousands): Operating Leases Finance Leases Total 2022 (remainder) $ 3,248 $ — $ 3,248 2023 3,600 — 3,600 2024 2,485 — 2,485 2025 1,476 — 1,476 2026 990 — 990 Thereafter 1,173 — 1,173 Total lease payments $ 12,972 $ — $ 12,972 Less: interest 1,218 — Present value of lease payments $ 11,754 $ — |
Finance Lease, Liability, Maturity | Maturity of the Company’s lease liabilities as of March 31, 2022 is as follows (in thousands): Operating Leases Finance Leases Total 2022 (remainder) $ 3,248 $ — $ 3,248 2023 3,600 — 3,600 2024 2,485 — 2,485 2025 1,476 — 1,476 2026 990 — 990 Thereafter 1,173 — 1,173 Total lease payments $ 12,972 $ — $ 12,972 Less: interest 1,218 — Present value of lease payments $ 11,754 $ — |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | The following table presents the major components of Other accrued liabilities (in thousands): March 31, December 31, Warranty $ 22,144 $ 22,045 Chassis converter pool agreements 4,923 18,185 Payroll and related taxes 15,550 15,679 Customer deposits 21,972 17,646 Self-insurance 11,158 11,152 Accrued interest 8,799 4,288 Operating lease obligations 3,746 3,507 Accrued taxes 13,762 8,425 All other 11,963 14,389 $ 114,017 $ 115,316 |
Changes in Product Warranty Accrual | The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands): 2022 2021 Balance as of January 1 $ 22,045 $ 20,570 Provision for warranties issued in current year 946 1,397 Payments (847) (1,309) Balance as of March 31 $ 22,144 $ 20,658 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 as of March 31, 2022 and December 31, 2021 are shown below (in thousands): Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs March 31, 2022 Commodity swap contracts Recurring $ 22,714 $ — $ 22,714 $ — Mutual funds Recurring $ 6,097 $ 6,097 $ — $ — Life-insurance contracts Recurring $ 17,391 $ — $ 17,391 $ — December 31, 2021 Commodity swap contracts Recurring $ 2,842 $ — $ 2,842 $ — Mutual funds Recurring $ 6,183 $ 6,183 $ — $ — Life-insurance contracts Recurring $ 18,670 $ — $ 18,670 $ — |
Financial Assets and Liabilities Accounted For at Fair Value on Recurring Basis | The Company’s carrying and estimated fair value of debt at March 31, 2022 and December 31, 2021 were as follows (in thousands): March 31, 2022 December 31, 2021 Carrying Fair Value Carrying Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Instrument Senior Notes due 2028 $ 395,353 $ — $ 357,795 $ — $ 395,280 $ — $ 399,727 $ — Revolving Facility 89,001 — 89,001 — 33,035 — 33,035 — $ 484,354 $ — $ 446,796 $ — $ 428,315 $ — $ 432,762 $ — |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Share | The calculation of basic and diluted net income per share is determined using net income 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). Three Months Ended 2022 2021 Basic net income per share: Net income applicable to common stockholders $ 12,074 $ 3,217 Weighted average common shares outstanding 49,004 52,126 Basic net income per share $ 0.25 $ 0.06 Diluted net income per share: Net income applicable to common stockholders $ 12,074 $ 3,217 Weighted average common shares outstanding 49,004 52,126 Dilutive stock options and restricted stock 726 918 Diluted weighted average common shares outstanding 49,730 53,044 Diluted net income per share $ 0.24 $ 0.06 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Changes in AOCI by Component | Changes in AOCI by component, net of tax, for the three months ended March 31, 2022 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2021 $ (1,989) $ 2,848 $ 859 Net unrealized gains (losses) arising during the period (a) 243 17,555 17,798 Less: Net realized gains (losses) reclassified to net income (b) — 3,970 3,970 Net change during the period 243 13,585 13,828 Balances at March 31, 2022 $ (1,746) $ 16,433 $ 14,687 ————————— (a) Derivative instruments net of $5.9 million of tax liability for the three months ended March 31, 2022. (b) Derivative instruments net of $1.3 million of tax liability for the three months ended March 31, 2022. Changes in AOCI by component, net of tax, for the three months ended March 31, 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 (c) (303) 15,305 15,002 Less: Net realized gains (losses) reclassified to net loss (d) — 775 775 Net change during the period (303) 14,530 14,227 Balances at March 31, 2021 $ (2,485) $ 24,345 $ 21,860 ————————— (c) Derivative instruments net of $5.2 million of tax liability for the three months ended March 31, 2021. (d) Derivative instruments net of $0.3 million of tax liability for the three months ended March 31, 2021. |
SEGMENTS (Tables)
SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Reportable segment information is as follows (in thousands): Three Months Ended March 31, 2022 Transportation Solutions Parts & Services Corporate and Consolidated Net sales External customers $ 501,040 $ 45,721 $ — $ 546,761 Intersegment sales 1,025 987 (2,012) — Total net sales $ 502,065 $ 46,708 $ (2,012) $ 546,761 Income (loss) from operations $ 31,697 $ 6,789 $ (18,351) $ 20,135 Three Months Ended March 31, 2021 Transportation Solutions Parts & Services Corporate and Consolidated Net sales External customers $ 344,338 $ 47,665 $ — $ 392,003 Intersegment sales 781 930 (1,711) — Total net sales $ 345,119 $ 48,595 $ (1,711) $ 392,003 Income (loss) from operations $ 16,623 $ 6,384 $ (11,792) $ 11,215 |
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 March 31, 2022 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 437,963 $ 54 $ (311) $ 437,706 80.1 % Used trailers — 569 — 569 0.1 % Components, parts and services — 33,564 (1,701) 31,863 5.8 % Equipment and other 64,102 12,521 — 76,623 14.0 % Total net sales $ 502,065 $ 46,708 $ (2,012) $ 546,761 100.0 % Three Months Ended March 31, 2021 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 268,931 $ — $ — $ 268,931 68.6 % Used trailers 165 847 — 1,012 0.3 % Components, parts and services — 35,498 (1,711) 33,787 8.6 % Equipment and other 76,023 12,250 — 88,273 22.5 % Total net sales $ 345,119 $ 48,595 $ (1,711) $ 392,003 100.0 % |
BASIS OF PRESENTATION AND DES_2
BASIS OF PRESENTATION AND DESCRIPTION OF THE BUSINESS - Narrative (Details) - segment | 1 Months Ended | 3 Months Ended |
Sep. 30, 2021 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of operating segments | 2 | 2 |
Number of segments | 2 | 2 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) | 3 Months Ended |
Mar. 31, 2022performance_obligation | |
Revenue from Contract with Customer [Abstract] | |
Number of separate and distinct performance obligations | 3 |
GOODWILL & OTHER INTANGIBLE A_3
GOODWILL & OTHER INTANGIBLE ASSETS - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021segment | Mar. 31, 2022USD ($)segment | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Goodwill [Line Items] | |||||
Number of operating segments | segment | 2 | 2 | |||
Number of segments | segment | 2 | 2 | |||
Goodwill | $ 188,438 | $ 188,443 | $ 199,560 | ||
Impact of divestiture on goodwill | 11,101 | ||||
Transportation Solutions | |||||
Goodwill [Line Items] | |||||
Goodwill | 120,504 | 120,507 | 120,518 | ||
Impact of divestiture on goodwill | 0 | ||||
Parts & Services | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 67,934 | $ 67,936 | $ 79,042 | ||
Parts & Services | Extract Technology | |||||
Goodwill [Line Items] | |||||
Impact of divestiture on goodwill | $ 11,100 |
GOODWILL & OTHER INTANGIBLE A_4
GOODWILL & OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | $ 296,843 | $ 307,960 | |
Goodwill, Impaired, Accumulated Impairment Loss | (108,400) | (108,400) | $ (108,400) |
Goodwill, net, beginning of period | 188,443 | 199,560 | |
Effects of foreign currency | (5) | (16) | |
Goodwill, end of period | 296,838 | 296,843 | |
Impact of divestiture on goodwill | (11,101) | ||
Transportation Solutions | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 188,764 | 188,775 | |
Goodwill, Impaired, Accumulated Impairment Loss | (68,257) | (68,257) | (68,257) |
Goodwill, net, beginning of period | 120,507 | 120,518 | |
Effects of foreign currency | (3) | (11) | |
Goodwill, end of period | 188,761 | 188,764 | |
Impact of divestiture on goodwill | 0 | ||
Parts & Services | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 108,079 | 119,185 | |
Goodwill, Impaired, Accumulated Impairment Loss | (40,143) | (40,143) | $ (40,143) |
Goodwill, net, beginning of period | 67,936 | 79,042 | |
Effects of foreign currency | (2) | ||
Goodwill, end of period | $ 108,077 | 108,079 | |
Components, parts and services | |||
Goodwill [Roll Forward] | |||
Effects of foreign currency | (5) | ||
Impact of divestiture on goodwill | $ (11,101) |
INVENTORIES, NET (Details)
INVENTORIES, NET (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and components | $ 198,678 | $ 174,915 |
Finished goods | 67,880 | 42,933 |
Work in progress | 13,732 | 14,133 |
Aftermarket parts | 5,445 | 4,903 |
Used trailers | 999 | 737 |
Total inventory | $ 286,734 | $ 237,621 |
PREPAID EXPENSES AND OTHER - Pr
PREPAID EXPENSES AND OTHER - Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Chassis converter pool agreements | $ 4,923,000 | $ 18,185,000 |
Assets held for sale | 0 | 350,000 |
Income tax receivables | 3,836,000 | 10,386,000 |
Insurance premiums & maintenance/subscription agreements | 7,054,000 | 3,290,000 |
Commodity swap contracts | 27,067,000 | 7,963,000 |
All other | 3,494,000 | 3,621,000 |
Prepaid expenses and other current assets | 46,374,000 | 43,795,000 |
Restricted cash | $ 0 | $ 0 |
DEBT - Long-term Debt (Details)
DEBT - Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 489,001 | $ 433,035 |
Less: unamortized discount and fees | (4,647) | (4,720) |
Less: current portion | 0 | 0 |
Long-term debt | 484,354 | 428,315 |
Senior Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 400,000 | 400,000 |
Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 89,001 | $ 33,035 |
DEBT - Senior Notes Due 2028 (D
DEBT - Senior Notes Due 2028 (Details) - USD ($) | Oct. 06, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||
Interest expense | $ 4,913,000 | $ 6,150,000 | |
Revolving Credit Agreement | |||
Debt Instrument [Line Items] | |||
Interest expense | 300,000 | 0 | |
Senior Notes due 2028 | Old Senior Notes Due 2025 | |||
Debt Instrument [Line Items] | |||
Interest expense | 4,500,000 | ||
Senior Notes due 2028 | New Senior Notes | |||
Debt Instrument [Line Items] | |||
Notes issued, aggregate principal amount | $ 400,000,000 | ||
Notes issued, interest rate | 4.50% | ||
Debt instrument, redemption price, percentage | 100.00% | ||
Debt instrument, redemption price, percentage of principal amount remaining | 60.00% | ||
Interest expense | 4,500,000 | 0 | |
Accretion expense | $ 200,000 | $ 0 | |
Senior Notes due 2028 | New Senior Notes | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 104.50% | ||
Debt instrument, redemption price, percentage of principal amount redeemed | 40.00% | ||
Senior Notes due 2028 | New Senior Notes | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 102.25% | ||
Senior Notes due 2028 | New Senior Notes | Debt Instrument, Redemption, Period Three | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 101.125% | ||
Senior Notes due 2028 | New Senior Notes | Debt Instrument, Redemption, Period Four | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 100.00% | ||
Senior Notes due 2028 | New Senior Notes | Debt Instrument, Redemption, Period Five | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 101.00% | ||
Notes Payable, Other Payables | New Senior Notes | |||
Debt Instrument [Line Items] | |||
Principal payments under term loan credit facility | $ 108,800,000 |
DEBT - Revolving Credit Agreeme
DEBT - Revolving Credit Agreement (Details) | Oct. 06, 2021USD ($) | Dec. 21, 2018USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Sep. 28, 2021USD ($) | Sep. 27, 2021USD ($) | Sep. 28, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | $ 489,001,000 | $ 433,035,000 | ||||||
Interest expense | 4,913,000 | $ 6,150,000 | ||||||
Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility accordion feature increase amount | 50,000,000 | $ 50,000,000 | ||||||
Line of credit facility, maximum borrowing capacity | $ 225,000,000 | $ 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% | |||||||
Debt instrument, covenant period | 30 days | |||||||
Long-term line of credit | 56,000,000 | 50,000,000 | ||||||
Long-term debt, gross | 89,000,000 | 0 | ||||||
Interest expense | 300,000 | $ 0 | ||||||
Liquidity position to meet future obligations, amount | $ 203,100,000 | $ 258,000,000 | ||||||
Revolving Credit Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, excess availability applied to principal, commitment percentage | 15.00% | |||||||
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% | |||||||
New Senior Notes | Notes Payable, Other Payables | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal payments under term loan credit facility | $ 108,800,000 | |||||||
New Term Loan Credit Agreement | Notes Payable, Other Payables | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes issued, aggregate principal amount | $ 150,000,000 | |||||||
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 Term Loan Credit Agr
DEBT - New Term Loan Credit Agreements (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Current portion of long-term debt | $ 0 | $ 0 | |
Cash paid for interest | $ 273,000 | $ 1,436,000 | |
Senior Secured Credit Facility | New Term Loan Credit Agreement | |||
Debt Instrument [Line Items] | |||
Long-term line of credit | 138,800,000 | ||
Current portion of long-term debt | 0 | ||
Cash paid for interest | 1,400,000 | ||
Repayments of long-term debt | 0 | ||
Amortization of debt issuance costs and discounts | $ 100,000 |
FINANCIAL DERIVATIVE INSTRUME_3
FINANCIAL DERIVATIVE INSTRUMENTS - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative notional amount | $ 131.7 |
Pretax deferred gains expected to be reclassified | $ 21.9 |
FINANCIAL DERIVATIVE INSTRUME_4
FINANCIAL DERIVATIVE INSTRUMENTS - Fair Value Carrying Amount of Derivative Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Total derivatives designated as hedging instruments | $ 22,714 | $ 2,842 |
Prepaid expenses and other | ||
Derivative [Line Items] | ||
Derivative asset, fair value, gross asset | 27,067 | 7,963 |
Accounts payable and Other accrued liabilities | ||
Derivative [Line Items] | ||
Liability derivatives | $ (4,353) | $ (5,121) |
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 | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain Recognized in AOCI on Derivatives (Effective Portion, net of tax) | $ 16,433 | $ 2,848 | |
Amount of Gain (Loss) Reclassified from AOCI into Earnings | $ 5,298 | $ 1,035 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Lessee, Lease, Description [Line Items] | |
Right-of-use asset obtained in exchange for operating lease liability | $ 1.3 |
Lease not yet commenced | $ 1.4 |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Right-of-Use Assets | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Operating | $ 11,754 | $ 11,379 |
Current | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued liabilities | Other accrued liabilities |
Operating | $ 3,746 | $ 3,507 |
Finance | $ 0 | $ 59 |
Noncurrent | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities |
Operating | $ 8,008 | $ 7,872 |
Finance | 0 | 0 |
Total lease liabilities | $ 11,754 | $ 11,438 |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,109 | $ 1,255 |
Finance Lease Cost | ||
Amortization of ROU leased assets | 36 | 36 |
Interest on lease liabilities | 1 | 8 |
Net lease cost | $ 1,146 | $ 1,299 |
LEASES - Maturity of Lease Liab
LEASES - Maturity of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Operating Leases | |
2022 (remainder) | $ 3,248 |
2023 | 3,600 |
2024 | 2,485 |
2025 | 1,476 |
2026 | 990 |
Thereafter | 1,173 |
Total lease payments | 12,972 |
Less: interest | 1,218 |
Present value of lease payments | 11,754 |
Finance Leases | |
2022 (remainder) | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total lease payments | 0 |
Less: interest | 0 |
Present value of lease payments | 0 |
Total | |
2022 (remainder) | 3,248 |
2023 | 3,600 |
2024 | 2,485 |
2025 | 1,476 |
2026 | 990 |
Thereafter | 1,173 |
Total lease payments | $ 12,972 |
LEASES - Lease Terms and Discou
LEASES - Lease Terms and Discount Rates (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Weighted average remaining lease term (years) | ||
Operating leases | 4 years | 4 years 3 months 18 days |
Finance leases | 0 years | 1 month 6 days |
Weighted average discount rate | ||
Operating leases | 5.10% | 5.12% |
Finance leases | 0.00% | 6.16% |
LEASES - Lease Costs Included i
LEASES - Lease Costs Included in the Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 1,120 | $ 1,258 |
Operating cash flows from finance leases | 1 | 5 |
Financing cash flows from finance leases | $ 59 | $ 85 |
OTHER ACCRUED LIABILITIES - Oth
OTHER ACCRUED LIABILITIES - Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||||
Warranty | $ 22,144 | $ 22,045 | $ 20,658 | $ 20,570 |
Chassis converter pool agreements | 4,923 | 18,185 | ||
Payroll and related taxes | 15,550 | 15,679 | ||
Customer deposits | 21,972 | 17,646 | ||
Self-insurance | 11,158 | 11,152 | ||
Accrued interest | 8,799 | 4,288 | ||
Operating lease obligations | 3,746 | 3,507 | ||
Accrued taxes | 13,762 | 8,425 | ||
All other | 11,963 | 14,389 | ||
Other accrued liabilities | $ 114,017 | $ 115,316 |
OTHER ACCRUED LIABILITIES - Cha
OTHER ACCRUED LIABILITIES - Changes in Product Warranty Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 22,045 | $ 20,570 |
Provision for warranties issued in current year | 946 | 1,397 |
Payments | (847) | (1,309) |
Balance at end of period | $ 22,144 | $ 20,658 |
OTHER ACCRUED LIABILITIES - Nar
OTHER ACCRUED LIABILITIES - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022 | |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Life-insurance contracts | $ 17,391 | $ 18,670 |
Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | 6,097 | 6,183 |
Commodity swap contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | 22,714 | 2,842 |
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 | 6,097 | 6,183 |
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 | 17,391 | 18,670 |
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 | 22,714 | 2,842 |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 484,354 | $ 428,315 |
Senior Notes due 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 395,353 | 395,280 |
Revolving Facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 89,001 | 33,035 |
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 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 1 | Revolving Facility | ||
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 | 446,796 | 432,762 |
Level 2 | Senior Notes due 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 357,795 | 399,727 |
Level 2 | Revolving Facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 89,001 | 33,035 |
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 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 3 | Revolving Facility | ||
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Outstanding chassis converter pool | $ 4,923 | $ 18,185 |
Chassis Converter Pool Agreements | ||
Loss Contingencies [Line Items] | ||
Consigned inventory belonging to the manufacturer | $ 500 |
NET INCOME PER SHARE - Basic an
NET INCOME PER SHARE - Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic net income per share: | ||
Net income applicable to common stockholders | $ 12,074 | $ 3,217 |
Weighted average common shares outstanding (in shares) | 49,004 | 52,126 |
Basic net income (loss) per share (in usd per share) | $ 0.25 | $ 0.06 |
Diluted net income per share: | ||
Net income applicable to common stockholders | $ 12,074 | $ 3,217 |
Weighted average common shares outstanding (in shares) | 49,004 | 52,126 |
Dilutive stock options and restricted stock (in shares) | 726 | 918 |
Diluted weighted average common shares outstanding (in shares) | 49,730 | 53,044 |
Diluted net income (loss) income per share (in usd per share) | $ 0.24 | $ 0.06 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Millions | Mar. 31, 2022USD ($) |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Compensation costs related to restricted stock units and performance units not yet recognized | $ 17.9 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Aug. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock repurchase program, authorized amount | $ 150 | $ 100 | ||
Stock repurchase program, period in force | 3 years | |||
Stock repurchase program, remaining authorized repurchase amount | $ 131.4 | |||
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 325,539 | $ 404,879 |
Net unrealized gains (losses) arising during the period | 17,798 | 15,002 |
Less: Net realized gains (losses) reclassified to net (loss) income | 3,970 | 775 |
Net change during the period | 13,828 | 14,227 |
Balance at end of period | 342,253 | 402,302 |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 859 | 7,633 |
Balance at end of period | 14,687 | 21,860 |
Foreign Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (1,989) | (2,182) |
Net unrealized gains (losses) arising during the period | 243 | (303) |
Less: Net realized gains (losses) reclassified to net (loss) income | 0 | 0 |
Net change during the period | 243 | (303) |
Balance at end of period | (1,746) | (2,485) |
Derivative Instruments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 2,848 | 9,815 |
Net unrealized gains (losses) arising during the period | 17,555 | 15,305 |
Less: Net realized gains (losses) reclassified to net (loss) income | 3,970 | 775 |
Net change during the period | 13,585 | 14,530 |
Balance at end of period | 16,433 | 24,345 |
Other comprehensive income (loss) before reclassifications, tax expense (benefit) | 5,900 | 5,200 |
Reclassification from AOCI, current period, tax expense (benefit) | $ 1,300 | $ 300 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 3,077 | $ 1,834 |
Effective tax rate | 20.30% | 36.30% |
IMPAIRMENT, SALES AND PROPERT_2
IMPAIRMENT, SALES AND PROPERTY, PLANT, AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Impairment | $ 986 | $ 817 |
Proceeds from the sale of assets | 1,100 | |
Gain on sale of property, plant, and equipment | $ 700 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) | 1 Months Ended | 3 Months Ended |
Sep. 30, 2021segment | Mar. 31, 2022segmentproduct_category | |
Segment Reporting [Abstract] | ||
Number of segments | 2 | 2 |
Number of operating segments | 2 | 2 |
Number of products | product_category | 4 |
SEGMENTS - Reportable Segment I
SEGMENTS - Reportable Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net sales | ||
Total net sales | $ 546,761 | $ 392,003 |
Income (loss) from operations | 20,135 | 11,215 |
Transportation Solutions | ||
Net sales | ||
Total net sales | 501,040 | 344,338 |
Parts & Services | ||
Net sales | ||
Total net sales | 45,721 | 47,665 |
Corporate and Eliminations | ||
Net sales | ||
Total net sales | (2,012) | (1,711) |
Income (loss) from operations | (18,351) | (11,792) |
Corporate and Eliminations | Transportation Solutions | ||
Net sales | ||
Total net sales | 1,025 | 781 |
Corporate and Eliminations | Parts & Services | ||
Net sales | ||
Total net sales | 987 | 930 |
Operating Segments | Transportation Solutions | ||
Net sales | ||
Total net sales | 502,065 | 345,119 |
Income (loss) from operations | 31,697 | 16,623 |
Operating Segments | Parts & Services | ||
Net sales | ||
Total net sales | 46,708 | 48,595 |
Income (loss) from operations | $ 6,789 | $ 6,384 |
SEGMENTS - Major Product Catego
SEGMENTS - Major Product Categories and Percentage of Consolidated Net Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Product Information [Line Items] | ||
Net sales | $ 546,761 | $ 392,003 |
Sales Revenue, Net | Product Concentration Risk | ||
Product Information [Line Items] | ||
Percentage of consolidated net sales | 100.00% | 100.00% |
Eliminations | ||
Product Information [Line Items] | ||
Net sales | $ (2,012) | $ (1,711) |
Transportation Solutions | ||
Product Information [Line Items] | ||
Net sales | 501,040 | 344,338 |
Transportation Solutions | Operating Segments | ||
Product Information [Line Items] | ||
Net sales | 502,065 | 345,119 |
Transportation Solutions | Eliminations | ||
Product Information [Line Items] | ||
Net sales | 1,025 | 781 |
Parts & Services | ||
Product Information [Line Items] | ||
Net sales | 45,721 | 47,665 |
Parts & Services | Operating Segments | ||
Product Information [Line Items] | ||
Net sales | 46,708 | 48,595 |
Parts & Services | Eliminations | ||
Product Information [Line Items] | ||
Net sales | 987 | 930 |
New trailers | ||
Product Information [Line Items] | ||
Net sales | $ 437,706 | $ 268,931 |
New trailers | Sales Revenue, Net | Product Concentration Risk | ||
Product Information [Line Items] | ||
Percentage of consolidated net sales | 80.10% | 68.60% |
New trailers | Eliminations | ||
Product Information [Line Items] | ||
Net sales | $ (311) | $ 0 |
New trailers | Transportation Solutions | Operating Segments | ||
Product Information [Line Items] | ||
Net sales | 437,963 | 268,931 |
New trailers | Parts & Services | Operating Segments | ||
Product Information [Line Items] | ||
Net sales | 54 | 0 |
Used trailers | ||
Product Information [Line Items] | ||
Net sales | $ 569 | $ 1,012 |
Used trailers | Sales Revenue, Net | Product Concentration Risk | ||
Product Information [Line Items] | ||
Percentage of consolidated net sales | 0.10% | 0.30% |
Used trailers | Eliminations | ||
Product Information [Line Items] | ||
Net sales | $ 0 | $ 0 |
Used trailers | Transportation Solutions | Operating Segments | ||
Product Information [Line Items] | ||
Net sales | 0 | 165 |
Used trailers | Parts & Services | Operating Segments | ||
Product Information [Line Items] | ||
Net sales | 569 | 847 |
Components, parts and services | ||
Product Information [Line Items] | ||
Net sales | $ 31,863 | $ 33,787 |
Components, parts and services | Sales Revenue, Net | Product Concentration Risk | ||
Product Information [Line Items] | ||
Percentage of consolidated net sales | 5.80% | 8.60% |
Components, parts and services | Eliminations | ||
Product Information [Line Items] | ||
Net sales | $ (1,701) | $ (1,711) |
Components, parts and services | Transportation Solutions | Operating Segments | ||
Product Information [Line Items] | ||
Net sales | 0 | 0 |
Components, parts and services | Parts & Services | Operating Segments | ||
Product Information [Line Items] | ||
Net sales | 33,564 | 35,498 |
Equipment and other | ||
Product Information [Line Items] | ||
Net sales | $ 76,623 | $ 88,273 |
Equipment and other | Sales Revenue, Net | Product Concentration Risk | ||
Product Information [Line Items] | ||
Percentage of consolidated net sales | 14.00% | 22.50% |
Equipment and other | Eliminations | ||
Product Information [Line Items] | ||
Net sales | $ 0 | $ 0 |
Equipment and other | Transportation Solutions | Operating Segments | ||
Product Information [Line Items] | ||
Net sales | 64,102 | 76,023 |
Equipment and other | Parts & Services | Operating Segments | ||
Product Information [Line Items] | ||
Net sales | $ 12,521 | $ 12,250 |