Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 15, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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, $.01 Par Value | ||
Trading Symbol | WNC | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 653,062,173 | ||
Entity Common Stock, Shares Outstanding (in shares) | 47,513,057 | ||
Documents Incorporated by Reference | Part III of this Form 10-K incorporates by reference certain portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be filed within 120 days after December 31, 2022. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000879526 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Location | Indianapolis, Indiana |
Auditor Name | Ernst & Young LLP |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 58,245 | $ 71,778 |
Accounts receivable, net | 255,577 | 176,511 |
Inventories | 243,870 | 237,621 |
Prepaid expenses and other | 34,927 | 43,795 |
Total current assets | 592,619 | 529,705 |
Property, plant, and equipment, net | 271,116 | 232,425 |
Goodwill | 188,434 | 188,443 |
Intangible assets, net | 99,231 | 114,441 |
Other assets | 52,123 | 42,057 |
Total assets | 1,203,523 | 1,107,071 |
Current liabilities: | ||
Current portion of long-term debt | 0 | 0 |
Current portion of finance lease obligations | 0 | 59 |
Accounts payable | 189,141 | 173,950 |
Other accrued liabilities | 158,327 | 115,316 |
Total current liabilities | 347,468 | 289,325 |
Long-term debt | 395,818 | 428,315 |
Deferred income taxes | 27,758 | 36,019 |
Other non-current liabilities | 34,354 | 27,873 |
Total liabilities | 805,398 | 781,532 |
Commitments and contingencies | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 512 | 0 |
Wabash National Corporation Stockholders' equity: | ||
Common stock, $0.01 par value: 200,000,000 shares authorized; 47,675,796 and 48,954,482 shares outstanding, respectively | 766 | 759 |
Additional paid-in capital | 665,941 | 653,978 |
Retained earnings | 188,241 | 92,111 |
Accumulated other comprehensive (loss) income | (882) | 859 |
Treasury stock, at cost: 28,972,928 and 27,013,275 common shares, respectively | (456,453) | (422,168) |
Total Wabash National Corporation stockholders' equity | 397,613 | 325,539 |
Total liabilities, noncontrolling interest, and equity | $ 1,203,523 | $ 1,107,071 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares outstanding (in shares) | 47,675,796 | 48,954,482 |
Treasury stock, common, share (in shares) | 28,972,928 | 27,013,275 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 2,502,129 | $ 1,803,268 | $ 1,481,889 |
Cost of sales | 2,179,438 | 1,606,801 | 1,322,135 |
Gross profit | 322,691 | 196,467 | 159,754 |
General and administrative expenses | 113,083 | 88,807 | 92,740 |
Selling expenses | 27,070 | 23,691 | 25,080 |
Amortization of intangible assets | 15,211 | 22,858 | 21,981 |
Impairment and other, net | 685 | 27,569 | 105,561 |
Income (loss) from operations | 166,642 | 33,542 | (85,608) |
Other income (expense): | |||
Interest expense | (20,525) | (23,128) | (24,194) |
Other, net | 318 | (9,124) | 588 |
Other expense, net | (20,207) | (32,252) | (23,606) |
Income (loss) before income tax | 146,435 | 1,290 | (109,214) |
Income tax expense (benefit) | 33,665 | 126 | (11,802) |
Net income (loss) | 112,770 | 1,164 | (97,412) |
Net income attributable to noncontrolling interest | 512 | 0 | 0 |
Net income (loss) attributable to common stockholders | $ 112,258 | $ 1,164 | $ (97,412) |
Net income (loss) attributable to common stockholders per share: | |||
Basic (in usd per share) | $ 2.31 | $ 0.02 | $ (1.84) |
Diluted (in usd per share) | $ 2.25 | $ 0.02 | $ (1.84) |
Weighted average common shares outstanding (in thousands): | |||
Basic (in shares) | 48,626 | 50,684 | 52,945 |
Diluted (in shares) | 49,881 | 51,608 | 52,945 |
Dividends declared per share (in usd per share) | $ 0.32 | $ 0.32 | $ 0.32 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 112,770 | $ 1,164 | $ (97,412) |
Other comprehensive (loss) income, net of tax: | |||
Foreign currency translation adjustment | 198 | 193 | (316) |
Unrealized (loss) gain on derivative instruments | (1,939) | (6,967) | 11,927 |
Total other comprehensive (loss) income | (1,741) | (6,774) | 11,611 |
Comprehensive income (loss) | 111,029 | (5,610) | (85,801) |
Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 |
Comprehensive income (loss) attributable to common stockholders | $ 111,029 | $ (5,610) | $ (85,801) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive (Loss) Income | Treasury Stock |
Balance beginning of period (in shares) at Dec. 31, 2019 | 53,473,620 | |||||
Balance at beginning of period at Dec. 31, 2019 | $ 520,988 | $ 750 | $ 638,917 | $ 221,841 | $ (3,978) | $ (336,542) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) for the year | (97,412) | (97,412) | ||||
Foreign currency translation | (316) | (316) | ||||
Stock-based compensation (in shares) | 212,009 | |||||
Stock-based compensation | 4,510 | $ 4 | 4,506 | |||
Stock repurchase (in shares) | (1,262,459) | |||||
Stock repurchase | (18,895) | (18,895) | ||||
Common stock dividends | (17,196) | (17,196) | ||||
Unrealized (loss) gain on derivative instruments | 11,927 | 11,927 | ||||
Stock option exercises (in shares) | 113,312 | |||||
Stock option exercises | 1,273 | $ 1 | 1,272 | |||
Balance end of period (in shares) at Dec. 31, 2020 | 52,536,482 | |||||
Balance at end of period at Dec. 31, 2020 | 404,879 | $ 755 | 644,695 | 107,233 | 7,633 | (355,437) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) for the year | 1,164 | 1,164 | ||||
Foreign currency translation | 193 | 193 | ||||
Stock-based compensation (in shares) | 145,118 | |||||
Stock-based compensation | 7,059 | $ 2 | 7,057 | |||
Stock repurchase (in shares) | (3,927,900) | |||||
Stock repurchase | (66,731) | (66,731) | ||||
Common stock dividends | (16,286) | (16,286) | ||||
Unrealized (loss) gain on derivative instruments | (6,967) | (6,967) | ||||
Stock option exercises (in shares) | 200,782 | |||||
Stock option exercises | 2,228 | $ 2 | 2,226 | |||
Balance end of period (in shares) at Dec. 31, 2021 | 48,954,482 | |||||
Balance at end 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 (loss) for the year | 112,258 | 112,258 | ||||
Foreign currency translation | 198 | 198 | ||||
Stock-based compensation (in shares) | 298,458 | |||||
Stock-based compensation | 9,746 | $ 5 | 9,741 | |||
Stock repurchase (in shares) | (1,761,339) | |||||
Stock repurchase | (34,285) | (34,285) | ||||
Common stock dividends | (16,128) | (16,128) | ||||
Unrealized (loss) gain on derivative instruments | $ (1,939) | (1,939) | ||||
Stock option exercises (in shares) | 184,195 | 184,195 | ||||
Stock option exercises | $ 2,224 | $ 2 | 2,222 | |||
Balance end of period (in shares) at Dec. 31, 2022 | 47,675,796 | |||||
Balance at end of period at Dec. 31, 2022 | $ 397,613 | $ 766 | $ 665,941 | $ 188,241 | $ (882) | $ (456,453) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income (loss) for the year | $ 112,770 | $ 1,164 | $ (97,412) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation | 31,758 | 25,984 | 25,989 |
Amortization of intangibles | 15,211 | 22,858 | 21,981 |
Net gain on sale of property, plant and equipment and business divestiture | (635) | (1,594) | (1,567) |
Loss on debt extinguishment | 0 | 9,504 | 396 |
Deferred income taxes | (7,614) | (8,147) | 5,016 |
Stock-based compensation | 9,746 | 7,059 | 4,509 |
Non-cash interest expense | 868 | 1,082 | 1,112 |
Impairment | 1,339 | 29,163 | 107,114 |
Accounts receivable | (79,066) | (80,879) | 71,436 |
Inventories | (6,249) | (74,804) | 21,099 |
Prepaid expenses and other | 1,069 | 8,570 | (2,875) |
Accounts payable and accrued liabilities | 46,085 | 54,862 | (28,266) |
Other, net | (1,198) | (2,292) | (4,398) |
Net cash provided by (used in) operating activities | 124,084 | (7,470) | 124,134 |
Cash flows from investing activities: | |||
Cash payments for capital expenditures | (57,086) | (49,105) | (20,131) |
Proceeds from sale of assets and business divestiture | 1,781 | 22,029 | 17,115 |
Net cash used in investing activities | (55,305) | (27,076) | (3,016) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 2,224 | 2,228 | 1,273 |
Dividends paid | (16,020) | (16,435) | (17,324) |
Borrowings under revolving credit facilities | 97,549 | 50,823 | 45,794 |
Payments under revolving credit facilities | (130,584) | (17,788) | (45,794) |
Principal payments under finance lease obligations | (59) | (319) | (327) |
Borrowings under new senior notes | 0 | 400,000 | 0 |
Principal payments against old senior notes | 0 | (315,000) | (10,000) |
Borrowings under term loan credit facility, net of original issuance discount | 0 | 0 | 148,500 |
Principal payments under term loan credit facility | 0 | (138,835) | (146,393) |
Debt issuance costs paid | (1,137) | (9,296) | (791) |
Stock repurchases | (34,285) | (66,731) | (18,895) |
Net cash used in financing activities | (82,312) | (111,353) | (43,957) |
Cash, cash equivalents, and restricted cash: | |||
Net (decrease) increase in cash, cash equivalents, and restricted cash | (13,533) | (145,899) | 77,161 |
Cash, cash equivalents, and restricted cash at beginning of period | 71,778 | 217,677 | 140,516 |
Cash, cash equivalents, and restricted cash at end of period | 58,245 | 71,778 | 217,677 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 20,131 | 22,040 | 23,411 |
Net cash paid (refunds received) for income taxes | 18,333 | (467) | (4,670) |
Period end balance of payables for property, plant, and equipment | $ 18,809 | $ 3,785 | $ 2,840 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS | DESCRIPTION OF THE BUSINESS Wabash National Corporation (the “Company,” “Wabash,” “we,” “our,” or “us”) was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana. The Company was founded as a dry van trailer manufacturer—today, the Company enables customers to thrive by providing insight into tomorrow and delivering pragmatic solutions today to move everything from first to final mile. Wabash designs, manufactures, and services a diverse range of products, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. This diversification has been achieved through acquisitions, organic growth, and product innovation. As further described in Item 1 of this Annual Report on Form 10-K for the year ended December 31, 2022, on January 10, 2022, the Company completed its review and approval of its plan for rebranding as Wabash ® . As part of the rebranding, the Company assessed its usage of trade names and brand names in connection with the long-term growth strategy as One Wabash. Under the plan as approved, the Company no longer uses certain trade names or brand names, and predominantly uses Wabash (or variations thereof) to refer to the Company. Refer to Note 5 for additional details regarding non-cash impairment charges during the year ended December 31, 2021, related to trade name and trademark intangible assets as a result of the Company’s rebranding. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation. The consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany profits, transactions, and balances have been eliminated in consolidation. Reclassifications. Certain prior period amounts have been reclassified to conform to the current year presentation. Use of Estimates. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that directly affect the amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Cash and Cash Equivalents. Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the time of purchase. Accounts Receivable. Accounts receivable are shown net of expected losses and primarily include trade receivables. The Company records expected losses for customers based upon a variety of factors including the Company’s historical collection experience, the length of time the account has been outstanding, and the financial condition of the customer. If the circumstances related to specific customers were to change, the Company’s estimates of expected losses with respect to the collectability of the related accounts could be further adjusted. The Company’s policy is to write-off receivables when they are determined to be uncollectible. Expected losses are charged to General and administrative expenses and Selling expenses in the Consolidated Statements of Operations. The following table presents the changes in expected losses (in thousands): Years ended December 31, 2022 2021 2020 Balance at beginning of year $ 429 $ 536 $ 670 Expected losses 179 10 362 Write-offs, net of recoveries (180) (117) (496) Balance at end of year $ 428 $ 429 $ 536 Inventories. Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. The cost of manufactured inventory includes raw material, labor and overhead. Prepaid Expenses and Other. Prepaid expenses and other as of December 31, 2022 and 2021 consists of the following (in thousands): December 31, 2022 2021 Chassis converter pool agreements $ 20,345 $ 18,185 Income tax receivables 2,358 10,386 Insurance premiums & maintenance/subscription agreements 3,949 3,290 Assets held for sale — 350 Commodity swap contracts 2,674 7,963 All other 5,601 3,621 $ 34,927 $ 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, were related to property, plant, and equipment assets that were unused, were actively being marketed for sale, and for which sale was expected within the next 12 months. As further described in Note 11, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. Other items primarily consist of investments held by the Company’s captive insurance subsidiary and other various prepaid and other assets. As of December 31, 2022 and 2021, there was no restricted cash included in prepaid expenses and other current assets. Property, Plant, and Equipment. Property, plant, and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred, while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvements and range from three Goodwill. Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. The Company reviews goodwill for impairment, at the reporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its carrying value may not be recoverable. In accordance with ASC 350, Intangibles - Goodwill and Other , goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative process. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test, which is the option the Company has historically chosen. For reporting units in which the Company performs the quantitative analysis, the Company compares the carrying value, including goodwill, of each reporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, the difference is recognized as an impairment loss charged to the reporting unit. After an impairment loss is recognized, the adjusted carrying amount of goodwill shall be its new accounting basis. As of December 31, 2022, goodwill allocated to the Transportation Solutions (“TS”) and Parts & Services (“P&S”) segments was approximately $120.5 million and $67.9 million, respectively. For the 2022 annual goodwill impairment test conducted as of October 1 st , 2022, the Company chose to evaluate qualitative factors to determine if it was more likely than not that the fair value of the TS and P&S reporting units were less than their respective carrying amounts. In accordance with the relevant accounting guidance, in order to perform the qualitative assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, long-term operating plans, and potential changes to significant assumptions used in the most recent quantitative fair value analysis for each reporting unit (which was conducted in connection with the Company’s segment realignment beginning in September 2021 as further described below). Based on the analysis of the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of each reporting unit continued to be greater than the respective carrying value. Therefore, no impairment charges were recorded and a quantitative analysis was not performed. Because of the recency and lack of changes with respect to market conditions and data assumptions used in the quantitative assessment performed in connection with the segment realignment discussed below, during the fourth quarter of 2021 the Company completed its annual goodwill impairment test using a qualitative assessment. As part of the qualitative analysis, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, long-term operating plans, and potential changes to significant assumptions used in the fair value analysis for each reporting unit (performed in connection with the segment realignment). Based on the analysis of the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of each reporting unit was greater than the respective carrying value. Therefore, no impairment charges were recorded and an additional quantitative analysis was not performed. In connection with the Company’s segment realignment beginning in September 2021, as well as the Company’s annual goodwill impairment test conducted during the fourth quarter of 2020, the Company performed a quantitative assessment for each reporting unit utilizing a combination of the income and market approaches, the results of which were weighted evenly. No impairment was indicated in either annual test as the fair value of each reporting unit exceeded its respective carrying value. Long-Lived Assets. Long-lived assets, consisting primarily of intangible assets and property, plant, and equipment, are reviewed for impairment whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. Fair value is determined based upon discounted cash flows or appraisals as appropriate. During the first quarter of 2022, the Company impaired approximately $1.0 million of construction-in-progress As further described in Note 5, in connection with the Company’s rebranding initiative the Company recorded non-cash impairment charges of approximately $28.3 million during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract ® Technology divestiture. In addition, net intangible assets of approximately $1.1 million were written-off during the fourth quarter of 2020 in connection with the Beall ® divestiture. Other Assets. The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three Warranties. The Company offers a limited warranty for its products with a coverage period that ranges between one ® trailer panels is ten 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. 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 and revisions to estimates 2,806 4,891 Payments (2,790) (3,416) Balance as of December 31 $ 22,061 $ 22,045 Self Insured Liabilities. The Company is self-insured up to specified limits for medical and workers’ compensation coverage. The self-insurance reserves have been recorded to reflect the undiscounted estimated liabilities, including claims incurred but not reported, as well as catastrophic claims as appropriate. The following table presents the changes in the self-insurance accrual included in Other accrued liabilities (in thousands): 2022 2021 Balance as of January 1 $ 11,152 $ 12,086 Expense 34,457 33,941 Payments (34,891) (34,875) Balance as of December 31 $ 10,718 $ 11,152 Income Taxes. The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realize the value of these assets. The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements. Used Trailer Trade Commitments. The Company may accept trade-in of used trailers when a customer enters into a contract to purchase a new trailer. However, in the contracts for the sale of the new trailers, there is no commitment to repurchase that trailer or a similar trailer in the future. The Company had no outstanding trade commitments as of December 31, 2022 and December 31, 2021. On occasion, the amount of the trade allowance provided for in the used trailer commitments, or cost, may exceed the net realizable value of the underlying used trailer. In these instances, the Company’s policy is to recognize the loss related to these commitments at the time the new trailer revenue is recognized. Net realizable value of used trailers is measured considering market sales data for comparable types of trailers. Concentration of Credit Risk. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, and customer receivables. We place our cash and cash equivalents with high quality financial institutions. Generally, we do not require collateral or other security to support customer receivables. Research and Development. Research and development expenses are charged to Cost of sales and General and administrative expenses in the Consolidated Statements of Operations as incurred and were $5.3 million, $13.6 million, and $21.9 million in 2022, 2021, and 2020, respectively. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 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 adopted this standard during 2022 and there were no material impacts to our consolidated financial statements and related disclosures. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 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 are included in Cost of sales in the 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 it 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 includes service work whereby the customer simultaneously receives and consumes the benefits provided, and also included certain equipment-related sales within our Parts & Services reportable segment prior to the sale of our Extract Technology ® business during the second quarter of 2021 that had no alternative use and contained an enforceable right to payment, 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 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 9. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and Related Annual Impairment Assessments As of December 31, 2022, goodwill allocated to the Transportation Solutions (“TS”) and Parts & Services (“P&S”) segments was approximately $120.5 million and $67.9 million, respectively. For the 2022 annual goodwill impairment test conducted as of October 1 st , 2022, the Company chose to evaluate qualitative factors to determine if it was more likely than not that the fair value of the TS and P&S reporting units were less than their respective carrying amounts. In accordance with the relevant accounting guidance, in order to perform the qualitative assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, long-term operating plans, and potential changes to significant assumptions used in the most recent quantitative fair value analysis for each reporting unit (which was conducted in connection with the Company’s segment realignment beginning in September 2021 as further described below). Based on the analysis of the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of each reporting unit continued to be greater than the respective carrying value. Therefore, no impairment charges were recorded and a quantitative analysis was not performed. Because of the recency and lack of changes with respect to market conditions and data assumptions used in the quantitative assessment performed in connection with the segment realignment discussed below, during the fourth quarter of 2021 the Company completed its annual goodwill impairment test using a qualitative assessment. As part of the qualitative analysis, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, long-term operating plans, and potential changes to significant assumptions used in the fair value analysis for each reporting unit (performed in connection with the segment realignment). Based on the analysis of the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of each reporting unit was greater than the respective carrying value. Therefore, no impairment charges were recorded and an additional quantitative analysis was not performed. In connection with the Company’s segment realignment beginning in September 2021 described in greater detail below, as well as the Company’s annual goodwill impairment test conducted during the fourth quarter of 2020, the Company performed a quantitative assessment for each reporting unit utilizing a combination of the income and market approaches, the results of which were weighted evenly. No impairment was indicated in either annual test as the fair value of each reporting unit exceeded its respective carrying value. 2021 Segment Realignment As further described in Note 20, beginning in September 2021 the Company realigned its operating and reportable segments. Based on these changes, the Company established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments were also determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. In accordance with the relevant accounting guidance, the Company performed a quantitative impairment assessment of goodwill immediately prior to and subsequently following the change in segments and reporting units. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded the carrying value. In addition, as part of the change in segment structure, the Company reassigned goodwill from the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) reporting units to the TS and P&S reporting units using a relative fair value allocation approach as required by the relevant accounting guidance. 2021 Goodwill Allocation for Extract Technology ® As further described in Note 21, 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 historical DPG 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 historical DPG 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 historical DPG reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value. 2020 Goodwill Allocation for Beall ® As further described in Note 21, during the fourth quarter of 2020 the Company sold its Beall ® brand of tank trailers and associated assets. Prior to the divestiture Beall ® was an operating unit within the Tank Trailers reporting unit. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $4.7 million of goodwill based upon the relative fair value of the Beall ® operating unit compared to the Tank Trailers reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting loss recognized in connection with the sale. Subsequent to the divestiture, the Company performed an impairment assessment for the Tank Trailers reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value. 2020 Interim Goodwill Impairment Test The Company did not perform in-line with expectations during the first quarter of 2020, partially as a result of impacts to our business and operations due to the COVID-19 pandemic. In addition, subsequent to December 31, 2019, the Company’s share price and market capitalization declined. As a result, indicators of impairment were identified and the Company performed an interim quantitative assessment as of March 31, 2020, utilizing a combination of the income and market approaches, which were weighted evenly. The results of the quantitative analysis indicated the carrying value of the FMP and Tank Trailers reporting units exceeded their respective fair values and, accordingly, goodwill impairment charges of $95.8 million and $11.0 million, respectively, were recorded during the first quarter of 2020. The goodwill impairment charges, which were based on Level 3 fair value measurements, are included in Impairment and other, net in the Consolidated Statements of Operations. Goodwill Rollforward For the years ended December 31, 2022, 2021, and 2020, the changes in the carrying amounts of goodwill 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 at 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 (5) (4) (9) Balance as of December 31, 2022 Goodwill 188,759 108,075 296,834 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2022 $ 120,502 $ 67,932 $ 188,434 Intangible Assets Intangible asset amortization expense was $15.2 million, $22.9 million, and $22.0 million for 2022, 2021, and 2020, respectively. Annual intangible asset amortization expense for the next 5 fiscal years is estimated to be $12.8 million in 2023; $12.0 million in 2024; $11.2 million in 2025; $10.7 million in 2026; and $10.2 million in 2027. As further described throughout our 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 ® . As part of the planning process, the Company assessed its usage of trade names and brand names in connection with the long-term growth strategy as One Wabash. Under the plan as approved, the Company no longer uses certain trade names or brand names, and predominantly uses Wabash (or variations thereof) to refer to the Company. The decision resulted in non-cash impairment charges of approximately $28.3 million (of which approximately $25.6 million related to the TS operating segment and $2.7 million to the P&S operating segment) during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. The impairment charges are included in Impairment and other, net in the Consolidated Statements of Operations. Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract ® divestiture. In addition, net intangible assets of approximately $1.1 million were written-off during the fourth quarter of 2020 in connection with the Beall ® divestiture. As of December 31, 2022, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted Average Gross Intangible Accumulated Net Intangible Customer relationships 13 years $ 270,016 $ (172,086) $ 97,930 Technology 12 years 11,708 (10,407) 1,301 Total $ 281,724 $ (182,493) $ 99,231 As of December 31, 2021, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted Average Gross Intangible Accumulated Net Intangible Trade names and trademarks N/A $ — $ — $ — Customer relationships 13 years 270,016 (157,852) 112,164 Technology 12 years 11,708 (9,431) 2,277 Total $ 281,724 $ (167,283) $ 114,441 |
NONCONTROLLING INTEREST AND VAR
NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) | NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (“VIEs”) VIEs & Consolidation The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either the variable interest model (the “VIE model”) or the voting interest model (the “VOE model”). VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE through its interest in the VIE. To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (typically management and representation on the board of directors as well as control of the overall strategic direction of the entity) and have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE. To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, which primarily include the obligation to absorb losses or fund expenditures or losses (if needed), that are deemed to be variable interests in the VIE. This assessment requires the Company to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by the Company. At the VIE’s inception, the Company determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. The Company then performs on-going reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation conclusion is required each reporting period. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with the applicable GAAP. Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. The Company has no entities consolidated under the VOE model. At each reporting period, the Company reassesses whether it remains the primary beneficiary for VIEs consolidated under the VIE model. Wabash Parts LLC During the second quarter of 2022, the Company unified and expanded its parts and distribution capabilities by executing an agreement with a partner to create a new legal entity (Wabash Parts LLC, “WP”) to operate a parts and services distribution platform. The Company holds 50% ownership in WP while its partner holds the remaining 50%. Initial capital contributions were insignificant. WP has no debt or other financial obligations other than typical operating expenses and costs. Creditors of WP do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests. The operating agreement provides the Company’s partner with a put right that would require the Company to purchase its partner’s interest in WP. Upon receiving notice that the Company’s partner has exercised the put right, a valuation will occur as stipulated within the operating agreement. Such put right has not been exercised by the Company’s partner and is therefore not mandatorily redeemable as of the current period end date, however the existence of the put right that is beyond the Company’s control requires the noncontrolling interest to be presented in the temporary equity section of the Company’s Consolidated Balance Sheets. Because the entity does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that WP is a VIE. The Company has the power to direct the activities of WP through majority representation on the Board of Directors as well as control related to the management and overall strategic direction of the entity. In addition, the Company has the obligation to absorb the benefits and losses of WP that could potentially be significant to the entity. The Company also has a requirement to provide funding to the entity if needed. Given the facts and circumstances specific to WP, the Company concluded that it is the primary beneficiary and, as such, is required to consolidate the entity. WP’s results of operations are included in the Parts & Services operating and reportable segment. Through December 31, 2022, the Company did not provide financial or other support to this VIE that it was not contractually obligated to provide. As of December 31, 2022, the Company does not have any obligations to provide financial support to WP. The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 (in thousands): December 31, December 31, Assets Current assets: Cash and cash equivalents $ 1,379 $ — Accounts receivable, net 1,509 — Inventories, net 138 — Prepaid expenses and other 16 — Total current assets 3,042 — Property, plant, and equipment, net — — Other assets 141 — Total assets $ 3,183 $ — Liabilities Current liabilities: Accounts payable $ 2,136 $ — Other accrued liabilities 23 — Total current liabilities 2,159 — Other non-current liabilities — — Total liabilities $ 2,159 $ — The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands): 2022 2021 2020 Balance at January 1 $ — $ — $ — Net income attributable to noncontrolling interest 512 — — Other comprehensive income (loss) — — — Distributions declared to noncontrolling interest — — — Balance at December 31 $ 512 $ — $ — |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories, net of reserves, consist of the following (in thousands): December 31, 2022 2021 Raw materials and components $ 176,080 $ 174,915 Finished goods 50,005 42,933 Work in progress 9,983 14,133 Used trailers 737 737 Aftermarket parts 7,065 4,903 $ 243,870 $ 237,621 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT, AND EQUIPMENT Depreciation expense on property, plant, and equipment, which is recorded in Cost of sales and General and administrative expenses in the Consolidated Statements of Operations, as appropriate, was $31.8 million, $24.3 million, and $24.0 million in 2022, 2021, and 2020, respectively, and includes depreciation of assets recorded in connection with the Company’s finance lease agreement (which ended during the first quarter of 2022, at which point the property, plant, and equipment assets were legally owned by the Company). As of December 31, 2021, the assets related to the Company’s finance lease agreement were recorded within Property, plant and equipment, net in the Consolidated Balance Sheets in the amount of $2.7 million, net of accumulated depreciation of $2.0 million. See Note 21 for information related to property, plant, and equipment sales and impairment charges. Property, plant, and equipment, net consist of the following (in thousands): December 31, 2022 2021 Land $ 42,342 $ 41,098 Buildings and building improvements 149,052 150,000 Machinery and equipment 311,736 313,744 Construction in progress 94,018 45,505 597,148 550,347 Less: accumulated depreciation (326,032) (317,922) $ 271,116 $ 232,425 |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 12 Months Ended |
Dec. 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): December 31, 2022 2021 Customer deposits $ 32,129 $ 17,646 Chassis converter pool agreements 20,345 18,185 Warranty 22,061 22,045 Payroll and related taxes 29,219 15,679 Self-insurance 10,718 11,152 Accrued interest 3,854 4,288 Operating lease obligations 6,120 3,507 Accrued taxes 24,793 8,425 All other 9,088 14,389 $ 158,327 $ 115,316 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consists of the following (in thousands): December 31, 2022 December 31, 2021 Senior Notes due 2028 $ 400,000 $ 400,000 Revolving Credit Agreement — 33,035 400,000 433,035 Less: unamortized discount and fees (4,182) (4,720) Less: current portion — — $ 395,818 $ 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. 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 December 31, 2022, the Company was in compliance with all covenants. The sale of the New Senior Notes resulted in net proceeds of approximately $395 million, after deducting financing fees and other offering expenses. The Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement 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 term loan credit agreement entered into on September 28, 2020 (the “New Term Loan Credit Agreement”) among the Company, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as the administrative agent, and to pay all related fees and expenses. (The New Term Loan Credit Agreement refinanced and replaced that certain Term Loan Credit Agreement, dated as of May 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Old Term Loan Credit Agreement”), among the Company, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent.) Debt extinguishment charges totaling $9.1 million were recorded during the fourth quarter of 2021 in connection with the redemption in full of the Senior Notes due 2025 and the repayment in full of the outstanding borrowings under the New Term Loan Credit Agreement. The loss on debt extinguishment charges are included in Other, net on the Company’s Consolidated Statements of Operations. Contractual coupon interest expense and accretion of fees for the New Senior Notes for the years ended December 31, 2022 and 2021 were $18.0 million and $0.6 million, and $4.3 million and $0.1 million, respectively. 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 as described above, for the years ended December 31, 2021 and 2020, were $13.3 million and $0.5 million, and $17.9 million and $0.7 million, respectively. Contractual coupon interest expense and accretion of discount and fees are included in Interest expense on the Company’s Consolidated Statements of Operations. During the third quarter of 2020, the Company repaid $10.0 million of the Senior Notes due 2025 utilizing net proceeds from the closure of the New Term Loan Credit Agreement. Revolving Credit Agreement On September 23, 2022, the Company entered into the Third Amendment to the Second Amended and Restated Credit Agreement among the Company, certain of its subsidiaries as borrowers (together with the Company, the “Borrowers”), certain of its subsidiaries as guarantors, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended the Company’s existing Second Amended and Restated Credit Agreement, dated as of December 21, 2018 (as amended from time to time, the “Revolving Credit Agreement”). Under the Revolving Credit Agreement, the lenders agree to make available a $350 million revolving credit facility to the Borrowers with a scheduled maturity date of September 23, 2027. The Company has the option to increase the total commitments under the facility by up to an additional $175 million, subject to certain conditions, including obtaining agreements from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. Availability under the Revolving Credit Agreement is based upon quarterly (or more frequent under certain circumstances) borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and is reduced by certain reserves in effect from time to time. Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million, and allows for swingline loans in the amount of $35 million. Outstanding borrowings under the Revolving Credit Agreement bear interest at an annual rate, at the Borrowers’ election, equal to (i) adjusted term Secured Overnight Financing Rate 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 Credit Agreement. 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 of the Agent and the lenders. The Revolving Credit Agreement is guaranteed by certain subsidiaries of the Company (the “Guarantors”) and is secured by substantially all personal property of the Borrowers and the Guarantors. The Revolving Credit Agreement contains customary covenants limiting the ability of the Company and certain of its subsidiaries 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 the greater of (a) 10% of the lesser of (i) the total revolving commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million. As of December 31, 2022, the Company was in compliance with all covenants. If availability under the Revolving Credit Agreement is less than the greater of (i) 10% of the Line Cap and (ii) $25 million for three The Revolving Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the lenders may, among other things, require the immediate payment of all amounts outstanding and foreclose on collateral. In addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, the lenders’ obligations under the Revolving Credit Agreement would automatically terminate, and all amounts outstanding under the Revolving Credit Agreement would automatically become due and payable. The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Agreement, amounted to $401.2 million as of December 31, 2022 and $258.0 million as of December 31, 2021. During the year ended December 31, 2022, the Company had net payments of principal of $33.0 million under the Revolving Credit Agreement, and as of December 31, 2022, there were no amounts outstanding. 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. The Company repaid $17.0 million under the Revolving Credit Agreement during the fourth quarter of 2021, and as of December 31, 2021, outstanding borrowings totaled $33.0 million. Interest expense under the Revolving Credit Agreement for the years ended December 31, 2022, 2021, and 2020, was approximately $1.7 million, $0.6 million, and $0.2 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expense on the Company’s Consolidated Statements of Operations. New and Old Term Loan Credit Agreements As described above, in October 2021, the Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement. In addition to the full repayment during the fourth quarter, during the second quarter of 2021, the Company made principal payments totaling $30.0 million and recognized loss on debt extinguishment charges of approximately $0.5 million. The extinguishment charges are included in Other, net in the Consolidated Statements of Operations. For the years ended December 31, 2021 and 2020, under the New and Old Term Loan Credit Agreements the Company paid interest of $3.9 million and $4.8 million, respectively. For the years ended December 31, 2021 and 2020, the Company incurred charges of $0.2 million in each period for amortization of fees and original issuance discount, which are included in Interest expense in the Consolidated Statements of Operations. In September 2020, the Company used the net proceeds of $148.5 million from the New Term Loan Credit Agreement to pay off the outstanding principal under the Old Term Loan Credit Agreement of $135.2 million, repay a portion of its outstanding Senior Notes due 2025, and pay related fees and expenses. In connection with the pay off of the Old Term Loan Credit Agreement (specifically for those lenders that did not participate in the New Term Loan Credit Agreement) and partial repayment of the outstanding Senior Notes, the Company recognized a loss on debt extinguishment totaling approximately $0.2 million, which is included in Other, net in the Consolidated Statements of Operations. In addition, as further described in Note 21, during the fourth quarter of 2020 the Company sold its Beall ® |
FINANCIAL DERIVATIVE INSTRUMENT
FINANCIAL DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FINANCIAL DERIVATIVE INSTRUMENTS | FINANCIAL DERIVATIVE INSTRUMENTS Commodity Pricing Risk As of December 31, 2022, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $59.2 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 2024. The effective portion of the hedging transaction is recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and transferred to earnings when the forecasted hedged transaction takes place or when the forecasted hedged transaction is no longer probable to occur. Financial Statement Presentation As of December 31, 2022 and 2021, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands): Asset / (Liability) Derivatives Balance Sheet Caption December 31, 2022 December 31, 2021 Derivatives designated as hedging instruments Commodity swap contracts Prepaid expenses and other $ 2,674 $ 7,963 Commodity swap contracts Accounts payable and Other accrued liabilities (1,653) (5,121) Total derivatives designated as hedging instruments $ 1,021 $ 2,842 The following table summarizes the gain or loss recognized in AOCI as of December 31, 2022 and 2021 and the amounts reclassified from AOCI into earnings for the years ended December 31, 2022, 2021, and 2020 (in thousands): Amount of Gain (Loss) Recognized in Location of Gain (Loss) Reclassified from AOCI into Earnings Amount of Gain (Loss) Reclassified from AOCI into Earnings Year Ended December 31, December 31, 2022 December 31, 2021 2022 2021 2020 Derivatives instruments Commodity swap contracts $ 909 $ 2,848 Cost of sales $ 4,887 $ 54,937 $ (7,778) Over the next 12 months, the Company expects to reclassify approximately $1.1 million of pretax deferred gains related to the commodity swap contracts from AOCI to cost of sales as inventory purchases are settled. |
LEASES
LEASES | 12 Months Ended |
Dec. 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 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 leases on a straight-line basis over the lease term. 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 space, 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 year ended December 31, 2022, the Company entered into sale-leaseback-sublease transactions. Such contracts were entered into in contemplation of each other and are thus recorded on a net basis. The net revenue from these contracts was insignificant for the year ended December 31, 2022. In addition, certain of the transactions occurred with a related party—such transactions were at market value and arm’s length. The Company has no other significant lease agreements in place for which the Company is a lessor or sublessor. Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands): Classification December 31, 2022 December 31, 2021 Right-of-Use Assets Operating Other assets $ 23,003 $ 11,379 Finance Property, plant and equipment, net — 2,658 Total leased ROU assets $ 23,003 $ 14,037 Liabilities Current Operating Other accrued liabilities $ 6,120 $ 3,507 Finance Current portion of finance lease obligations — 59 Noncurrent Operating Non-current liabilities 16,883 7,872 Finance Finance lease obligations — — Total lease liabilities $ 23,003 $ 11,438 Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands): Classification Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021 Operating lease cost Cost of sales, selling expenses, and general and administrative expense $ 5,785 $ 5,031 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales 36 144 Interest on lease liabilities Interest expense 1 55 Net lease cost $ 5,822 $ 5,230 Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands): Operating Leases Finance Leases Total 2023 $ 7,096 $ — $ 7,096 2024 5,984 — 5,984 2025 4,920 — 4,920 2026 4,381 — 4,381 2027 2,346 — 2,346 Thereafter 793 — 793 Total lease payments $ 25,520 $ — $ 25,520 Less: interest 2,517 — Present value of lease payments $ 23,003 $ — 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: December 31, 2022 December 31, 2021 Weighted average remaining lease term (years) Operating leases 4.3 4.3 Finance leases 0.0 0.1 Weighted average discount rate Operating leases 4.92 % 5.12 % Finance leases — % 6.16 % Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands): Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 5,844 $ 4,847 Operating cash flows from finance leases $ 1 $ 13 Financing cash flows from finance leases $ 59 $ 319 |
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 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 leases on a straight-line basis over the lease term. 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 space, 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 year ended December 31, 2022, the Company entered into sale-leaseback-sublease transactions. Such contracts were entered into in contemplation of each other and are thus recorded on a net basis. The net revenue from these contracts was insignificant for the year ended December 31, 2022. In addition, certain of the transactions occurred with a related party—such transactions were at market value and arm’s length. The Company has no other significant lease agreements in place for which the Company is a lessor or sublessor. Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands): Classification December 31, 2022 December 31, 2021 Right-of-Use Assets Operating Other assets $ 23,003 $ 11,379 Finance Property, plant and equipment, net — 2,658 Total leased ROU assets $ 23,003 $ 14,037 Liabilities Current Operating Other accrued liabilities $ 6,120 $ 3,507 Finance Current portion of finance lease obligations — 59 Noncurrent Operating Non-current liabilities 16,883 7,872 Finance Finance lease obligations — — Total lease liabilities $ 23,003 $ 11,438 Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands): Classification Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021 Operating lease cost Cost of sales, selling expenses, and general and administrative expense $ 5,785 $ 5,031 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales 36 144 Interest on lease liabilities Interest expense 1 55 Net lease cost $ 5,822 $ 5,230 Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands): Operating Leases Finance Leases Total 2023 $ 7,096 $ — $ 7,096 2024 5,984 — 5,984 2025 4,920 — 4,920 2026 4,381 — 4,381 2027 2,346 — 2,346 Thereafter 793 — 793 Total lease payments $ 25,520 $ — $ 25,520 Less: interest 2,517 — Present value of lease payments $ 23,003 $ — 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: December 31, 2022 December 31, 2021 Weighted average remaining lease term (years) Operating leases 4.3 4.3 Finance leases 0.0 0.1 Weighted average discount rate Operating leases 4.92 % 5.12 % Finance leases — % 6.16 % Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands): Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 5,844 $ 4,847 Operating cash flows from finance leases $ 1 $ 13 Financing cash flows from finance leases $ 59 $ 319 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 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, the Company holds a pool of investments made by a wholly owned captive insurance subsidiary. These investments are comprised of mutual funds, which are classified as Level 1. The fair value of the Company’s derivatives is estimated with a market approach using third-party pricing services, which have been corroborated with data from active markets or broker quotes. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021 are shown below (in thousands): Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs December 31, 2022 Commodity swap contracts Recurring $ 1,021 $ — $ 1,021 $ — Mutual funds Recurring $ 6,579 $ 6,579 $ — $ — Life-insurance contracts Recurring $ 15,509 $ — $ 15,509 $ — 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 December 31, 2022 consists of the Senior Notes due 2028 (see Note 10). The interest rates on the Company’s borrowings under the Revolving Credit Agreement are adjusted regularly to reflect current market rates and thus carrying value approximates fair value for any borrowings. The fair value of the Senior Notes due 2028 as of December 31, 2022 and 2021 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 Company’s carrying and estimated fair value of debt at December 31, 2022 and December 31, 2021 were as follows (in thousands): December 31, 2022 December 31, 2021 Fair Value Fair Value Carrying Level 1 Level 2 Level 3 Carrying Level 1 Level 2 Level 3 Instrument Senior Notes due 2028 $ 395,818 $ — $ 337,237 $ — $ 395,280 $ — $ 399,727 $ — Revolving Credit Agreement — — — — 33,035 — 33,035 — $ 395,818 $ — $ 337,237 $ — $ 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 any unamortized premium or discount and unamortized deferred financing costs in the consolidated financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES a. Litigation As of December 31, 2022, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations, including class action lawsuits, in connection with the conduct of its business activities, in various jurisdictions, both in the United States and internationally. Accrual for losses have been recorded for those matters deemed both probable and reasonably estimated. 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 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. In 2020, the Company agreed to implement a limited work plan to further investigate the source of the contamination at the Site and 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. In December 2021, after completing further groundwater sampling work, the Company submitted to IDEM a supplemental written report, which again stated that the Company is not a responsible party and the Company’s properties are not a source of any contamination. In June 2022, the Company and other PRPs finalized Work Plan Addendum No. 3, which provides for additional groundwater sampling on another PRP property in the next six months. As of December 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. b. Environmental Litigation Commitments and Contingencies The Company generates and handles certain material, wastes and emissions in the normal course of operations that are subject to various and evolving federal, state and local environmental laws and regulations. The Company assesses its environmental liabilities on an on-going basis by evaluating currently available facts, existing technology, presently enacted laws and regulations as well as experience in past treatment and remediation efforts. Based on these evaluations, the Company estimates a lower and upper range for treatment and remediation efforts and recognizes a liability for such probable costs based on the information available at the time. As of December 31, 2022, the Company had reserved an insignificant amount for estimated remediation costs for activities at existing and former properties which are recorded within Other accrued liabilities on the Consolidated Balance Sheets. c. Letters of Credit As of December 31, 2022, the Company had standby letters of credit totaling $5.7 million issued in connection with workers compensation claims and surety bonds. d. Purchase Commitments The Company has $59.2 million in purchase commitments at December 2022 for various raw material commodities, including aluminum, steel, nickel, and polyethylene, as well as other raw material components which are within normal production requirements. e. Chassis Converter Pool Agreements The Company 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 December 31, 2022 the Company’s outstanding chassis converter pool with the manufacturer totaled $20.3 million and has included this financing agreement on the Company’s Consolidated Balance Sheets within Prepaid expenses and other and Other accrued liabilities . All other chassis programs are handled as consigned inventory belonging to the manufacturer and totaled approximately $0.4 million. Under these agreements, if the chassis is not delivered to a customer within a specified time frame the Company is required to pay a finance or storage charge on the chassis. Additionally, the Company receives finance support funds from manufacturers when the chassis are assigned into the Company’s chassis pool. Typically, chassis are converted and delivered to customers within 90 days of the receipt of the chassis by the Company. |
NET INCOME (LOSS) PER SHARE OF
NET INCOME (LOSS) PER SHARE OF COMMON STOCK | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE OF COMMON STOCK | NET INCOME (LOSS) PER SHARE OF COMMON STOCK Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined based on the weighted average number of common shares outstanding during the period combined with the incremental average common shares that would have been outstanding assuming the conversion of all potentially dilutive common shares into common shares as of the earliest date possible. The calculation of basic and diluted net income (loss) attributable to common stockholders per share is determined using net income (loss) applicable to common stockholders as the numerator and the number of shares included in the denominator as shown below (in thousands, except per share amounts). Year Ended December 31, 2022 2021 2020 Basic net income (loss) attributable to common stockholders per share: Net income (loss) attributable to common stockholders $ 112,258 $ 1,164 $ (97,412) Weighted average common shares outstanding 48,626 50,684 52,945 Basic net income (loss) attributable to common stockholders per share $ 2.31 $ 0.02 $ (1.84) Diluted net income (loss) attributable to common stockholders per share: Net income (loss) attributable to common stockholders $ 112,258 $ 1,164 $ (97,412) Weighted average common shares outstanding 48,626 50,684 52,945 Dilutive stock options and restricted stock 1,255 924 — Diluted weighted average common shares outstanding 49,881 51,608 52,945 Diluted net income (loss) attributable to common stockholders per share $ 2.25 $ 0.02 $ (1.84) For the years ended December 31, 2022 and 2021, there were no options excluded from average diluted shares outstanding as the average market price of the common shares was greater than the exercise price. As noted above, due to the net loss applicable to common stockholders for the year ended December 31, 2020, no securities had a dilutive impact. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION On May 18, 2017, the shareholders of the Company approved the 2017 Omnibus Incentive Plan (the “2017 Incentive Plan”) which authorizes 3,150,000 shares for issuance under the plan. Awards granted under the 2017 Incentive Plan may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, other share-based awards, and cash awards to directors, officers, and other eligible employees of the Company. The Company recognizes all share-based awards to eligible employees based upon their grant date fair value. 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. In addition, the Company’s policy is to estimate expected forfeitures on share-based awards. Total stock-based compensation expense was $9.7 million, $7.1 million, and $4.5 million in the years ended December 31, 2022, 2021 and 2020, respectively, and is included in Cost of sales , General and administrative expenses , and Selling expenses within the Consolidated Statements of Operations. The amount of compensation cost related to non-vested restricted stock not yet recognized was approximately $11.5 million at December 31, 2022, for which the weighted average remaining life was approximately 1.7 years. There was no compensation cost related to non-vested stock options not yet recognized at December 31, 2022. Restricted Stock Restricted stock awards vest over a period of one A summary of all restricted stock activity during 2022 is as follows: Number of Weighted Restricted Stock Outstanding at December 31, 2021 1,781,076 $ 15.03 Granted 653,492 18.22 Vested (533,401) 15.62 Forfeited (147,099) 14.96 Restricted Stock Outstanding at December 31, 2022 1,754,068 $ 16.05 During 2022, 2021, and 2020, the Company granted 653,492, 582,081, and 1,010,802 shares of restricted stock, respectively, with aggregate fair values on the date of grant of approximately $11.9 million, $10.2 million, and $12.6 million, respectively. The total fair value of restricted stock that vested during 2022, 2021, and 2020 was approximately $8.9 million, $5.0 million, and $3.7 million, respectively. Stock Options Stock options are awarded with an exercise price equal to the market price of the underlying stock on the date of grant, become fully exercisable three years after the date of grant, and expire ten years after the date of grant. No stock options have been granted by the Company since February 2015. A summary of all stock option activity during 2022 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Options Outstanding at December 31, 2021 199,711 $ 12.20 2.1 $ 1.5 Exercised (184,195) $ 12.07 $ 1.5 Forfeited — $ — Expired — $ — Options Outstanding at December 31, 2022 15,516 $ 13.67 1.8 $ 0.1 Options Exercisable at December 31, 2022 12,610 $ 13.55 1.7 $ 0.1 The total intrinsic value of stock options exercised during 2022, 2021, and 2020 was approximately $1.5 million, $1.3 million, and $0.5 million, respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [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 December 31, 2022, $105.2 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) (“AOCI”) Changes in AOCI by component, net of tax, for the years ended December 31, 2022, 2021, and 2020 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2019 $ (1,866) $ (2,112) $ (3,978) Net unrealized gains (losses) arising during the period (a) (316) 6,111 5,795 Less: Net realized gains (losses) reclassified to net loss (b) — (5,816) (5,816) Net change during the period (316) 11,927 11,611 Balances at December 31, 2020 (2,182) 9,815 7,633 Net unrealized gains (losses) arising during the period (c) 193 34,127 34,320 Less: Net realized gains (losses) reclassified to net income (d) — 41,094 41,094 Net change during the period 193 (6,967) (6,774) Balances at December 31, 2021 (1,989) 2,848 859 Net unrealized gains (losses) arising during the period (e) 198 1,727 1,925 Less: Net realized gains (losses) reclassified to net income (f) — 3,666 3,666 Net change during the period 198 (1,939) (1,741) Balances at December 31, 2022 $ (1,791) $ 909 $ (882) ————————— (a) Derivative instruments net of $2.1 million of tax expense for the year ended December 31, 2020. (b) Derivative instruments net of $2.0 million of tax benefit for the year ended December 31, 2020. (c) Derivative instruments net of $11.5 million of tax expense for the year ended December 31, 2021. (d) Derivative instruments net of $13.8 million of tax expense for the year ended December 31, 2021. (e) Derivative instruments net of $0.6 million of tax expense for the year ended December 31, 2022. (f) Derivative instruments net of $1.2 million of tax expense for the year ended December 31, 2022. |
EMPLOYEE SAVINGS PLANS
EMPLOYEE SAVINGS PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Employee Savings Plans [Abstract] | |
EMPLOYEE SAVINGS PLANS | EMPLOYEE SAVINGS PLANSSubstantially all of the Company’s employees are eligible to participate in a defined contribution plan under Section 401(k) of the Internal Revenue Code. The Company also provides a non-qualified defined contribution plan for senior management and certain key employees. Both plans provide for the Company to match, in cash, a percentage of each employee’s contributions up to certain limits. The Company’s matching contribution and related expense for these plans was approximately $9.1 million, $8.0 million, and $7.9 million for 2022, 2021, and 2020, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income (Loss) Before Income Taxes The consolidated income (loss) before income taxes for 2022, 2021, and 2020 consists of the following (in thousands): Years Ended December 31, 2022 2021 2020 Domestic $ 144,443 $ 5,426 $ (110,049) Foreign 1,992 (4,136) 835 Total income (loss) before income taxes $ 146,435 $ 1,290 $ (109,214) Income Tax Expense (Benefit) On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted and signed into law in response to the COVID-19 global pandemic. Certain provisions of the CARES Act had a significant impact on the effective tax rate, income tax payable, and deferred income tax positions of the Company for 2020. The CARES Act permits net operating losses (“NOLs”) incurred in tax years 2020, 2019, and 2018 to offset 100% of taxable income and be carried-back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company evaluated the impact of the CARES Act during the year ended December 31, 2020 and recorded an income tax receivable of $13.2 million for the benefit of carrying back the NOL for the year ended December 31, 2020. As the Company was carrying the losses back to years beginning before January 1, 2018, the receivables were recorded at the previous 35% federal tax rate rather than the current statutory rate of 21%. The consolidated income tax expense (benefit) for 2022, 2021, and 2020 consists of the following components (in thousands): Years Ended December 31, 2022 2021 2020 Current Federal $ 34,490 $ 8,449 $ (15,190) State 6,468 (1,098) (2,072) Foreign 321 922 444 41,279 8,273 (16,818) Deferred Federal (5,911) (9,423) 7,918 State (1,703) 1,310 (2,959) Foreign — (34) 57 (7,614) (8,147) 5,016 Total consolidated expense (benefit) $ 33,665 $ 126 $ (11,802) The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands): Years Ended December 31, 2022 2021 2020 Pretax book income (loss) $ 146,435 $ 1,290 $ (109,214) Federal tax expense (benefit) at applicable statutory rate 30,751 271 (22,935) State and local income taxes (net of federal benefit) 3,669 212 (4,948) Rate differential — — (5,004) Impairment and divestiture — 870 20,111 Tax credits (2,422) (2,065) — Nondeductible officer compensation 977 390 490 Compensation expense 1,013 964 1,070 Other (323) (516) (586) Total income tax expense (benefit) $ 33,665 $ 126 $ (11,802) Deferred Taxes The Company’s deferred income taxes are primarily due to temporary differences between financial and income tax reporting for incentive compensation, depreciation of property, plant and equipment, amortization of intangibles, and other accrued liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Companies are required to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available evidence, both positive and negative, using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified. The Company assesses, on a quarterly basis, the realizability of its deferred tax assets by evaluating all available evidence, both positive and negative, including: (1) the cumulative results of operations in recent years, (2) the nature of recent losses, if applicable, (3) estimates of future taxable income, (4) the length of net operating loss carryforwards (“NOLs”) and (5) the uncertainty associated with a possible change in ownership, which imposes an annual limitation on the use of these carryforwards. As of December 31, 2022 and 2021, the Company retained a valuation allowance of $0.8 million and $1.2 million, respectively, against deferred tax assets related to various state and local NOLs that are subject to restrictive rules for future utilization. As of December 31, 2022 and 2021, the Company had no U.S. federal tax NOLs. The Company incurred a net loss in 2020 and fully utilized that loss in carrybacks. The Company has various multi-state income tax NOLs aggregating approximately $68.6 million which will expire between 2023 and 2043, if unused. The components of deferred tax assets and deferred tax liabilities as of December 31, 2022 and 2021 were as follows (in thousands): December 31, 2022 2021 Deferred tax assets Tax credits and loss carryforwards $ 2,929 $ 800 Accrued liabilities 5,965 5,764 Incentive compensation 6,960 8,012 Operating lease assets 5,878 2,875 Research expenditure amortization 7,739 — Other 6,560 6,098 36,031 23,549 Deferred tax liabilities Property, plant and equipment (22,991) (22,344) Intangibles (30,188) (28,748) Operating lease liabilities (5,878) (2,875) Other (3,957) (4,364) (63,014) (58,331) Net deferred tax liability before valuation allowances and reserves (26,983) (34,782) Valuation allowances (775) (1,237) Net deferred tax liability $ (27,758) $ (36,019) Tax Reserves The Company’s policy with respect to interest and penalties associated with reserves or allowances for uncertain tax positions is to classify such interest and penalties in Income tax expense (benefit) on the Consolidated Statements of Operations. As of December 31, 2022 and 2021, the total amount of unrecognized income tax benefits, which are included in either Other noncurrent liabilities or Deferred income taxes in the Company’s Consolidated Balance Sheets, was approximately $2.4 million and $2.3 million, respectively, including interest and penalties, all of which, if recognized, would impact the effective income tax rate of the Company. As of December 31, 2022 and 2021, the Company had recorded a total of $0.9 million and $0.8 million, respectively, of accrued interest and penalties related to uncertain tax positions. The Company expects no significant changes to the facts and circumstances underlying its reserves and allowances for uncertain income tax positions as reasonably possible during the next 12 months. As of December 31, 2022, the Company is subject to unexpired statutes of limitation for U.S. federal income taxes for the years 2019 through 2021. The Company is also subject to unexpired statutes of limitation for Indiana state income taxes for the years 2019 through 2021. |
SEGMENTS
SEGMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS Segment Reporting The Company has historically managed its business in three segments: CTP, DPG, and FMP. The Company began its One Wabash organizational transformation during the first quarter of 2020 to better align its resources and processes on serving the customer and enable long-term growth. In connection with the substantial completion of the Company’s One Wabash strategic initiatives during the third quarter of 2021, including organizational and structural changes as well as portfolio rationalization, beginning in September 2021 the Company realigned its operating and reportable segments based on how the CODM manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this realignment, the Company eliminated the historical CTP, DPG, and FMP segments and established two operating and reportable segments: TS and P&S. While the Company has historically generated a small portion of its revenue and profitability from streams like aftermarket parts, repair and maintenance services, and upfitting and equipment services, historically these businesses existed scattered throughout the Company’s siloed organization structure. During the One Wabash transformation that culminated with segment realignment, the Company brought these previously siloed businesses together to leverage the Company’s strengths and better reach the customer, which included shifting significant resources and talent to lead these parts and services businesses. The Company continues to formulate aggressive plans that now underpin growth initiatives under the One Wabash approach. 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): Transportation Solutions Parts & Services Corporate and Consolidated 2022 Net sales External customers $ 2,312,637 $ 189,492 $ — $ 2,502,129 Intersegment sales 8,277 3,984 (12,261) — Total net sales $ 2,320,914 $ 193,476 $ (12,261) $ 2,502,129 Depreciation and amortization $ 41,187 $ 2,717 $ 3,065 $ 46,969 Income (Loss) from operations $ 209,942 $ 30,558 $ (73,858) $ 166,642 2021 Net sales External customers $ 1,628,694 $ 174,574 $ — $ 1,803,268 Intersegment sales 4,625 2,592 (7,217) — Total net sales $ 1,633,319 $ 177,166 $ (7,217) $ 1,803,268 Depreciation and amortization $ 41,819 $ 4,781 $ 2,242 $ 48,842 Income (Loss) from operations $ 61,869 $ 20,201 $ (48,528) $ 33,542 2020 Net sales External customers $ 1,308,935 $ 172,954 $ — $ 1,481,889 Intersegment sales 6,494 6,520 (13,014) — Total net sales $ 1,315,429 $ 179,474 $ (13,014) $ 1,481,889 Depreciation and amortization $ 40,236 $ 5,512 $ 2,222 $ 47,970 Loss from operations $ (29,702) $ (12,658) $ (43,248) $ (85,608) Customer Concentration The Company is subject to a concentration of risk as the five largest customers together accounted for approximately 33%, 30%, and 21% of the Company’s aggregate net sales in 2022, 2021, and 2020, respectively. In addition, for each of the last three years there were no customers whose revenue individually represented 10% or more of our aggregate net sales. International sales accounted for less than 10% in each of the last three years. 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 new truck body sales). The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Year ended December 31, 2022 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 2,012,428 $ 1,722 $ (1,286) $ 2,012,864 80.4% Used trailers — 2,905 — 2,905 0.1% Components, parts and services — 139,762 — 139,762 5.6% Equipment and other 308,486 49,087 (10,975) 346,598 13.9% Total net external sales $ 2,320,914 $ 193,476 $ (12,261) $ 2,502,129 100.0% Year ended December 31, 2021 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 1,354,375 $ 179 $ (181) $ 1,354,373 75.2% Used trailers 165 2,349 — 2,514 0.1% Components, parts and services — 131,929 — 131,929 7.3% Equipment and other 278,779 42,709 (7,036) 314,452 17.4% Total net external sales $ 1,633,319 $ 177,166 $ (7,217) $ 1,803,268 100.0% Year ended December 31, 2020 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 1,087,978 $ 3,387 $ (3,545) $ 1,087,820 73.3% Used trailers 3,677 4,709 — 8,386 0.6% Components, parts and services — 123,517 — 123,517 8.3% Equipment and other 223,774 47,861 (9,469) 262,166 17.7% Total net external sales $ 1,315,429 $ 179,474 $ (13,014) $ 1,481,889 100.0% |
IMPAIRMENT, DIVESTITURES AND SA
IMPAIRMENT, DIVESTITURES AND SALES OF PROPERTY, PLANT, AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
IMPAIRMENT, DIVESTITURES AND SALES OF PROPERTY, PLANT, AND EQUIPMENT | DIVESTITURES, AND SALES OF 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 Consolidated Statements of Operations. During the second quarter of 2021, the Company sold its Extract Technology ® (“Extract”) business that manufactured stainless steel isolators and downflow booths, as well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech, and nuclear end markets. Proceeds of the sale, net of transaction costs and cash divested, totaled approximately $20.8 million. Prior to the sale, Extract was an operating unit within the historical DPG reporting segment. A gain on sale of approximately $1.9 million was recognized in connection with the divestiture, and a portion of the net proceeds from the sale were used to pay down outstanding principal under the New Term Loan Credit Agreement as further described in Note 10. The gain on sale is included in Impairment and other, net in the Consolidated Statements of Operations. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill, along with net intangible assets of approximately $1.3 million, were included in the carrying value of the disposed assets and the resulting gain recognized in connection with the sale. During the first quarter of 2021, the Company impaired unused and obsolete property, plant, and equipment assets totaling approximately $0.8 million. The impairment charges are included in Impairment and other, net in the Consolidated Statements of Operations. During the fourth quarter of 2020, the Company sold its Beall ® brand of tank trailers and associated assets for net proceeds of $11.2 million. Prior to the sale, Beall ® was an operating unit within the Tank Trailers reporting unit. A loss on sale of approximately $2.1 million was recognized in connection with the divestiture, and the net proceeds of $11.2 million from the sale were used to pay down outstanding principal under the New Term Loan Credit Agreement. The loss on sale is included in Impairment and other, net in the Consolidated Statements of Operations. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $4.7 million of goodwill based upon the relative fair value of the Beall ® operating unit compared to the Tank Trailers reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting loss recognized in connection with the sale. In addition, during the fourth quarter of 2020 the Company sold the property, plant, and equipment assets, which were previously classified as held for sale, from the remaining retail location in Columbus, Ohio for net proceeds of $3.2 million. A gain on sale of approximately $2.3 million was recognized as part of the sale. The gain on sale is included in Impairment and other, net in the Consolidated Statements of Operations. During the second quarter of 2020, the Company sold property, plant, and equipment assets for proceeds totaling $2.7 million and recognized a gain on sale of approximately $1.7 million. The gain on sale is included in Impairment and other, net in the Consolidated Statements of Operations. |
CONSOLIDATED QUARTERLY FINANCIA
CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Data [Abstract] | |
CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) | CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) The following is a summary of the unaudited quarterly results of operations for fiscal years 2022, 2021, and 2020 (dollars in thousands, except per share amounts): First Second Third Fourth 2022 Net sales $ 546,761 $ 642,769 $ 655,150 $ 657,449 Gross profit $ 58,055 $ 78,034 $ 92,005 $ 94,597 Net income attributable to common stockholders $ 12,074 $ 22,552 $ 36,170 $ 41,462 Basic net income attributable to common stockholders per share (1) $ 0.25 $ 0.46 $ 0.75 $ 0.86 Diluted net income attributable to common stockholders per share (1) $ 0.24 $ 0.46 $ 0.73 $ 0.84 2021 Net sales $ 392,003 $ 449,422 $ 482,566 $ 479,277 Gross profit $ 47,166 $ 55,608 $ 51,045 $ 42,648 Net income (loss) attributable to common stockholders $ 3,217 $ 12,252 $ 11,008 $ (25,313) Basic net income (loss) attributable to common stockholders per share (1) $ 0.06 $ 0.24 $ 0.22 $ (0.51) Diluted net income (loss) attributable to common stockholders per share (1) $ 0.06 $ 0.24 $ 0.22 $ (0.51) 2020 Net sales $ 387,074 $ 339,153 $ 351,584 $ 404,078 Gross profit $ 36,743 $ 34,321 $ 43,194 $ 45,496 Net income (loss) attributable to common stockholders $ (106,647) $ (146) $ 3,887 $ 5,494 Basic net income (loss) attributable to common stockholders per share (1) $ (2.01) $ — $ 0.07 $ 0.10 Diluted net income (loss) attributable to common stockholders per share (1) $ (2.01) $ — $ 0.07 $ 0.10 ————————— (1) Basic and diluted net income (loss) attributable to common stockholders per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income (loss) attributable to common stockholders per share may differ from annual net income (loss) attributable to common stockholders per share due to rounding. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | The consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany profits, transactions, and balances have been eliminated in consolidation. |
Reclassifications | Certain prior period amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that directly affect the amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the time of purchase. |
Accounts Receivable | Accounts receivable are shown net of expected losses and primarily include trade receivables. The Company records expected losses for customers based upon a variety of factors including the Company’s historical collection experience, the length of time the account has been outstanding, and the financial condition of the customer. If the circumstances related to specific customers were to change, the Company’s estimates of expected losses with respect to the collectability of the related accounts could be further adjusted. The Company’s policy is to write-off receivables when they are determined to be uncollectible. Expected losses are charged to General and administrative expenses and Selling expenses |
Inventories | Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. The cost of manufactured inventory includes raw material, labor and overhead. |
Prepaid Expenses and Other | 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, were related to property, plant, and equipment assets that were unused, were actively being marketed for sale, and for which sale was expected within the next 12 months. As further described in Note 11, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. Other items primarily consist of investments held by the Company’s captive insurance subsidiary and other various prepaid and other assets. |
Property, Plant and Equipment | Property, plant, and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred, while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvements and range from three |
Goodwill | Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. The Company reviews goodwill for impairment, at the reporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its carrying value may not be recoverable. In accordance with ASC 350, Intangibles - Goodwill and Other , goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative process. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test, which is the option the Company has historically chosen. For reporting units in which the Company performs the quantitative analysis, the Company compares the carrying value, including goodwill, of each reporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, the difference is recognized as an impairment loss charged to the reporting unit. After an impairment loss is recognized, the adjusted carrying amount of goodwill shall be its new accounting basis. As of December 31, 2022, goodwill allocated to the Transportation Solutions (“TS”) and Parts & Services (“P&S”) segments was approximately $120.5 million and $67.9 million, respectively. For the 2022 annual goodwill impairment test conducted as of October 1 st , 2022, the Company chose to evaluate qualitative factors to determine if it was more likely than not that the fair value of the TS and P&S reporting units were less than their respective carrying amounts. In accordance with the relevant accounting guidance, in order to perform the qualitative assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, long-term operating plans, and potential changes to significant assumptions used in the most recent quantitative fair value analysis for each reporting unit (which was conducted in connection with the Company’s segment realignment beginning in September 2021 as further described below). Based on the analysis of the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of each reporting unit continued to be greater than the respective carrying value. Therefore, no impairment charges were recorded and a quantitative analysis was not performed. Because of the recency and lack of changes with respect to market conditions and data assumptions used in the quantitative assessment performed in connection with the segment realignment discussed below, during the fourth quarter of 2021 the Company completed its annual goodwill impairment test using a qualitative assessment. As part of the qualitative analysis, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, long-term operating plans, and potential changes to significant assumptions used in the fair value analysis for each reporting unit (performed in connection with the segment realignment). Based on the analysis of the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of each reporting unit was greater than the respective carrying value. Therefore, no impairment charges were recorded and an additional quantitative analysis was not performed. In connection with the Company’s segment realignment beginning in September 2021, as well as the Company’s annual goodwill impairment test conducted during the fourth quarter of 2020, the Company performed a quantitative assessment for each reporting unit utilizing a combination of the income and market approaches, the results of which were weighted evenly. No impairment was indicated in either annual test as the fair value of each reporting unit exceeded its respective carrying value. |
Long-Lived Assets | Long-lived assets, consisting primarily of intangible assets and property, plant, and equipment, are reviewed for impairment whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. Fair value is determined based upon discounted cash flows or appraisals as appropriate.During the first quarter of 2022, the Company impaired approximately $1.0 million of construction-in-progress |
Other Assets | The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three |
Warranties | The Company offers a limited warranty for its products with a coverage period that ranges between one ® trailer panels is ten 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. |
Self Insured Liabilities | The Company is self-insured up to specified limits for medical and workers’ compensation coverage. The self-insurance reserves have been recorded to reflect the undiscounted estimated liabilities, including claims incurred but not reported, as well as catastrophic claims as appropriate. |
Income Taxes | The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realize the value of these assets.The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements. |
Used Trailer Trade Commitments | The Company may accept trade-in of used trailers when a customer enters into a contract to purchase a new trailer. However, in the contracts for the sale of the new trailers, there is no commitment to repurchase that trailer or a similar trailer in the future. The Company had no outstanding trade commitments as of December 31, 2022 and December 31, 2021. On occasion, the amount of the trade allowance provided for in the used trailer commitments, or cost, may exceed the net realizable value of the underlying used trailer. In these instances, the Company’s policy is to recognize the loss related to these commitments at the time the new trailer revenue is recognized. Net realizable value of used trailers is measured considering market sales data for comparable types of trailers. |
Concentration of Credit Risk | Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, and customer receivables. We place our cash and cash equivalents with high quality financial institutions. Generally, we do not require collateral or other security to support customer receivables. |
Research and Development | Research and development expenses are charged to Cost of sales and General and administrative expenses |
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 adopted this standard during 2022 and there were no material impacts to our consolidated financial statements and related disclosures. |
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 are included in Cost of sales in the 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 it 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 includes service work whereby the customer simultaneously receives and consumes the benefits provided, and also included certain equipment-related sales within our Parts & Services reportable segment prior to the sale of our Extract Technology ® business during the second quarter of 2021 that had no alternative use and contained an enforceable right to payment, 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 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 9. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Changes in the Allowance for Doubtful Accounts | The following table presents the changes in expected losses (in thousands): Years ended December 31, 2022 2021 2020 Balance at beginning of year $ 429 $ 536 $ 670 Expected losses 179 10 362 Write-offs, net of recoveries (180) (117) (496) Balance at end of year $ 428 $ 429 $ 536 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other as of December 31, 2022 and 2021 consists of the following (in thousands): December 31, 2022 2021 Chassis converter pool agreements $ 20,345 $ 18,185 Income tax receivables 2,358 10,386 Insurance premiums & maintenance/subscription agreements 3,949 3,290 Assets held for sale — 350 Commodity swap contracts 2,674 7,963 All other 5,601 3,621 $ 34,927 $ 43,795 |
Changes in the Self-Insurance Accrual Included in Other Accrued Liabilities | The following table presents the changes in the self-insurance accrual included in Other accrued liabilities (in thousands): 2022 2021 Balance as of January 1 $ 11,152 $ 12,086 Expense 34,457 33,941 Payments (34,891) (34,875) Balance as of December 31 $ 10,718 $ 11,152 |
Schedule of Product Warranty Liability | 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 and revisions to estimates 2,806 4,891 Payments (2,790) (3,416) Balance as of December 31 $ 22,061 $ 22,045 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | For the years ended December 31, 2022, 2021, and 2020, the changes in the carrying amounts of goodwill 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 at 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 (5) (4) (9) Balance as of December 31, 2022 Goodwill 188,759 108,075 296,834 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2022 $ 120,502 $ 67,932 $ 188,434 |
Schedule of Finite-Lived Intangible Assets | As of December 31, 2022, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted Average Gross Intangible Accumulated Net Intangible Customer relationships 13 years $ 270,016 $ (172,086) $ 97,930 Technology 12 years 11,708 (10,407) 1,301 Total $ 281,724 $ (182,493) $ 99,231 As of December 31, 2021, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted Average Gross Intangible Accumulated Net Intangible Trade names and trademarks N/A $ — $ — $ — Customer relationships 13 years 270,016 (157,852) 112,164 Technology 12 years 11,708 (9,431) 2,277 Total $ 281,724 $ (167,283) $ 114,441 |
NONCONTROLLING INTEREST AND V_2
NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021 (in thousands): December 31, December 31, Assets Current assets: Cash and cash equivalents $ 1,379 $ — Accounts receivable, net 1,509 — Inventories, net 138 — Prepaid expenses and other 16 — Total current assets 3,042 — Property, plant, and equipment, net — — Other assets 141 — Total assets $ 3,183 $ — Liabilities Current liabilities: Accounts payable $ 2,136 $ — Other accrued liabilities 23 — Total current liabilities 2,159 — Other non-current liabilities — — Total liabilities $ 2,159 $ — |
Schedule Of Noncontrolling Interest Activity | The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands): 2022 2021 2020 Balance at January 1 $ — $ — $ — Net income attributable to noncontrolling interest 512 — — Other comprehensive income (loss) — — — Distributions declared to noncontrolling interest — — — Balance at December 31 $ 512 $ — $ — |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories, net of reserves, consist of the following (in thousands): December 31, 2022 2021 Raw materials and components $ 176,080 $ 174,915 Finished goods 50,005 42,933 Work in progress 9,983 14,133 Used trailers 737 737 Aftermarket parts 7,065 4,903 $ 243,870 $ 237,621 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant, and equipment, net consist of the following (in thousands): December 31, 2022 2021 Land $ 42,342 $ 41,098 Buildings and building improvements 149,052 150,000 Machinery and equipment 311,736 313,744 Construction in progress 94,018 45,505 597,148 550,347 Less: accumulated depreciation (326,032) (317,922) $ 271,116 $ 232,425 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The following table presents the major components of Other accrued liabilities (in thousands): December 31, 2022 2021 Customer deposits $ 32,129 $ 17,646 Chassis converter pool agreements 20,345 18,185 Warranty 22,061 22,045 Payroll and related taxes 29,219 15,679 Self-insurance 10,718 11,152 Accrued interest 3,854 4,288 Operating lease obligations 6,120 3,507 Accrued taxes 24,793 8,425 All other 9,088 14,389 $ 158,327 $ 115,316 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consists of the following (in thousands): December 31, 2022 December 31, 2021 Senior Notes due 2028 $ 400,000 $ 400,000 Revolving Credit Agreement — 33,035 400,000 433,035 Less: unamortized discount and fees (4,182) (4,720) Less: current portion — — $ 395,818 $ 428,315 |
FINANCIAL DERIVATIVE INSTRUME_2
FINANCIAL DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of December 31, 2022 and 2021, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands): Asset / (Liability) Derivatives Balance Sheet Caption December 31, 2022 December 31, 2021 Derivatives designated as hedging instruments Commodity swap contracts Prepaid expenses and other $ 2,674 $ 7,963 Commodity swap contracts Accounts payable and Other accrued liabilities (1,653) (5,121) Total derivatives designated as hedging instruments $ 1,021 $ 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 December 31, 2022 and 2021 and the amounts reclassified from AOCI into earnings for the years ended December 31, 2022, 2021, and 2020 (in thousands): Amount of Gain (Loss) Recognized in Location of Gain (Loss) Reclassified from AOCI into Earnings Amount of Gain (Loss) Reclassified from AOCI into Earnings Year Ended December 31, December 31, 2022 December 31, 2021 2022 2021 2020 Derivatives instruments Commodity swap contracts $ 909 $ 2,848 Cost of sales $ 4,887 $ 54,937 $ (7,778) |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands): Classification December 31, 2022 December 31, 2021 Right-of-Use Assets Operating Other assets $ 23,003 $ 11,379 Finance Property, plant and equipment, net — 2,658 Total leased ROU assets $ 23,003 $ 14,037 Liabilities Current Operating Other accrued liabilities $ 6,120 $ 3,507 Finance Current portion of finance lease obligations — 59 Noncurrent Operating Non-current liabilities 16,883 7,872 Finance Finance lease obligations — — Total lease liabilities $ 23,003 $ 11,438 |
Lease, Cost | Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands): Classification Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021 Operating lease cost Cost of sales, selling expenses, and general and administrative expense $ 5,785 $ 5,031 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales 36 144 Interest on lease liabilities Interest expense 1 55 Net lease cost $ 5,822 $ 5,230 December 31, 2022 December 31, 2021 Weighted average remaining lease term (years) Operating leases 4.3 4.3 Finance leases 0.0 0.1 Weighted average discount rate Operating leases 4.92 % 5.12 % Finance leases — % 6.16 % Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands): Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 5,844 $ 4,847 Operating cash flows from finance leases $ 1 $ 13 Financing cash flows from finance leases $ 59 $ 319 |
Operating Lease, Liability, Maturity | Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands): Operating Leases Finance Leases Total 2023 $ 7,096 $ — $ 7,096 2024 5,984 — 5,984 2025 4,920 — 4,920 2026 4,381 — 4,381 2027 2,346 — 2,346 Thereafter 793 — 793 Total lease payments $ 25,520 $ — $ 25,520 Less: interest 2,517 — Present value of lease payments $ 23,003 $ — |
Finance Lease, Liability, Maturity | Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands): Operating Leases Finance Leases Total 2023 $ 7,096 $ — $ 7,096 2024 5,984 — 5,984 2025 4,920 — 4,920 2026 4,381 — 4,381 2027 2,346 — 2,346 Thereafter 793 — 793 Total lease payments $ 25,520 $ — $ 25,520 Less: interest 2,517 — Present value of lease payments $ 23,003 $ — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets and Liabilities Measured on Recurring Basis | 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 December 31, 2022 and 2021 are shown below (in thousands): Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs December 31, 2022 Commodity swap contracts Recurring $ 1,021 $ — $ 1,021 $ — Mutual funds Recurring $ 6,579 $ 6,579 $ — $ — Life-insurance contracts Recurring $ 15,509 $ — $ 15,509 $ — 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 $ — |
Fair Value, Liabilities Measured on Recurring Basis | The Company’s carrying and estimated fair value of debt at December 31, 2022 and December 31, 2021 were as follows (in thousands): December 31, 2022 December 31, 2021 Fair Value Fair Value Carrying Level 1 Level 2 Level 3 Carrying Level 1 Level 2 Level 3 Instrument Senior Notes due 2028 $ 395,818 $ — $ 337,237 $ — $ 395,280 $ — $ 399,727 $ — Revolving Credit Agreement — — — — 33,035 — 33,035 — $ 395,818 $ — $ 337,237 $ — $ 428,315 $ — $ 432,762 $ — |
NET INCOME (LOSS) PER SHARE O_2
NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Year Ended December 31, 2022 2021 2020 Basic net income (loss) attributable to common stockholders per share: Net income (loss) attributable to common stockholders $ 112,258 $ 1,164 $ (97,412) Weighted average common shares outstanding 48,626 50,684 52,945 Basic net income (loss) attributable to common stockholders per share $ 2.31 $ 0.02 $ (1.84) Diluted net income (loss) attributable to common stockholders per share: Net income (loss) attributable to common stockholders $ 112,258 $ 1,164 $ (97,412) Weighted average common shares outstanding 48,626 50,684 52,945 Dilutive stock options and restricted stock 1,255 924 — Diluted weighted average common shares outstanding 49,881 51,608 52,945 Diluted net income (loss) attributable to common stockholders per share $ 2.25 $ 0.02 $ (1.84) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | A summary of all restricted stock activity during 2022 is as follows: Number of Weighted Restricted Stock Outstanding at December 31, 2021 1,781,076 $ 15.03 Granted 653,492 18.22 Vested (533,401) 15.62 Forfeited (147,099) 14.96 Restricted Stock Outstanding at December 31, 2022 1,754,068 $ 16.05 |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of all stock option activity during 2022 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Options Outstanding at December 31, 2021 199,711 $ 12.20 2.1 $ 1.5 Exercised (184,195) $ 12.07 $ 1.5 Forfeited — $ — Expired — $ — Options Outstanding at December 31, 2022 15,516 $ 13.67 1.8 $ 0.1 Options Exercisable at December 31, 2022 12,610 $ 13.55 1.7 $ 0.1 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in AOCI by component, net of tax, for the years ended December 31, 2022, 2021, and 2020 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2019 $ (1,866) $ (2,112) $ (3,978) Net unrealized gains (losses) arising during the period (a) (316) 6,111 5,795 Less: Net realized gains (losses) reclassified to net loss (b) — (5,816) (5,816) Net change during the period (316) 11,927 11,611 Balances at December 31, 2020 (2,182) 9,815 7,633 Net unrealized gains (losses) arising during the period (c) 193 34,127 34,320 Less: Net realized gains (losses) reclassified to net income (d) — 41,094 41,094 Net change during the period 193 (6,967) (6,774) Balances at December 31, 2021 (1,989) 2,848 859 Net unrealized gains (losses) arising during the period (e) 198 1,727 1,925 Less: Net realized gains (losses) reclassified to net income (f) — 3,666 3,666 Net change during the period 198 (1,939) (1,741) Balances at December 31, 2022 $ (1,791) $ 909 $ (882) ————————— (a) Derivative instruments net of $2.1 million of tax expense for the year ended December 31, 2020. (b) Derivative instruments net of $2.0 million of tax benefit for the year ended December 31, 2020. (c) Derivative instruments net of $11.5 million of tax expense for the year ended December 31, 2021. (d) Derivative instruments net of $13.8 million of tax expense for the year ended December 31, 2021. (e) Derivative instruments net of $0.6 million of tax expense for the year ended December 31, 2022. (f) Derivative instruments net of $1.2 million of tax expense for the year ended December 31, 2022. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The consolidated income (loss) before income taxes for 2022, 2021, and 2020 consists of the following (in thousands): Years Ended December 31, 2022 2021 2020 Domestic $ 144,443 $ 5,426 $ (110,049) Foreign 1,992 (4,136) 835 Total income (loss) before income taxes $ 146,435 $ 1,290 $ (109,214) |
Schedule of Components of Income Tax Expense (Benefit) | The consolidated income tax expense (benefit) for 2022, 2021, and 2020 consists of the following components (in thousands): Years Ended December 31, 2022 2021 2020 Current Federal $ 34,490 $ 8,449 $ (15,190) State 6,468 (1,098) (2,072) Foreign 321 922 444 41,279 8,273 (16,818) Deferred Federal (5,911) (9,423) 7,918 State (1,703) 1,310 (2,959) Foreign — (34) 57 (7,614) (8,147) 5,016 Total consolidated expense (benefit) $ 33,665 $ 126 $ (11,802) |
Schedule of Effective Income Tax Rate Reconciliation | The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands): Years Ended December 31, 2022 2021 2020 Pretax book income (loss) $ 146,435 $ 1,290 $ (109,214) Federal tax expense (benefit) at applicable statutory rate 30,751 271 (22,935) State and local income taxes (net of federal benefit) 3,669 212 (4,948) Rate differential — — (5,004) Impairment and divestiture — 870 20,111 Tax credits (2,422) (2,065) — Nondeductible officer compensation 977 390 490 Compensation expense 1,013 964 1,070 Other (323) (516) (586) Total income tax expense (benefit) $ 33,665 $ 126 $ (11,802) |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and deferred tax liabilities as of December 31, 2022 and 2021 were as follows (in thousands): December 31, 2022 2021 Deferred tax assets Tax credits and loss carryforwards $ 2,929 $ 800 Accrued liabilities 5,965 5,764 Incentive compensation 6,960 8,012 Operating lease assets 5,878 2,875 Research expenditure amortization 7,739 — Other 6,560 6,098 36,031 23,549 Deferred tax liabilities Property, plant and equipment (22,991) (22,344) Intangibles (30,188) (28,748) Operating lease liabilities (5,878) (2,875) Other (3,957) (4,364) (63,014) (58,331) Net deferred tax liability before valuation allowances and reserves (26,983) (34,782) Valuation allowances (775) (1,237) Net deferred tax liability $ (27,758) $ (36,019) |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Reportable segment information is as follows (in thousands): Transportation Solutions Parts & Services Corporate and Consolidated 2022 Net sales External customers $ 2,312,637 $ 189,492 $ — $ 2,502,129 Intersegment sales 8,277 3,984 (12,261) — Total net sales $ 2,320,914 $ 193,476 $ (12,261) $ 2,502,129 Depreciation and amortization $ 41,187 $ 2,717 $ 3,065 $ 46,969 Income (Loss) from operations $ 209,942 $ 30,558 $ (73,858) $ 166,642 2021 Net sales External customers $ 1,628,694 $ 174,574 $ — $ 1,803,268 Intersegment sales 4,625 2,592 (7,217) — Total net sales $ 1,633,319 $ 177,166 $ (7,217) $ 1,803,268 Depreciation and amortization $ 41,819 $ 4,781 $ 2,242 $ 48,842 Income (Loss) from operations $ 61,869 $ 20,201 $ (48,528) $ 33,542 2020 Net sales External customers $ 1,308,935 $ 172,954 $ — $ 1,481,889 Intersegment sales 6,494 6,520 (13,014) — Total net sales $ 1,315,429 $ 179,474 $ (13,014) $ 1,481,889 Depreciation and amortization $ 40,236 $ 5,512 $ 2,222 $ 47,970 Loss from operations $ (29,702) $ (12,658) $ (43,248) $ (85,608) |
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): Year ended December 31, 2022 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 2,012,428 $ 1,722 $ (1,286) $ 2,012,864 80.4% Used trailers — 2,905 — 2,905 0.1% Components, parts and services — 139,762 — 139,762 5.6% Equipment and other 308,486 49,087 (10,975) 346,598 13.9% Total net external sales $ 2,320,914 $ 193,476 $ (12,261) $ 2,502,129 100.0% Year ended December 31, 2021 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 1,354,375 $ 179 $ (181) $ 1,354,373 75.2% Used trailers 165 2,349 — 2,514 0.1% Components, parts and services — 131,929 — 131,929 7.3% Equipment and other 278,779 42,709 (7,036) 314,452 17.4% Total net external sales $ 1,633,319 $ 177,166 $ (7,217) $ 1,803,268 100.0% Year ended December 31, 2020 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 1,087,978 $ 3,387 $ (3,545) $ 1,087,820 73.3% Used trailers 3,677 4,709 — 8,386 0.6% Components, parts and services — 123,517 — 123,517 8.3% Equipment and other 223,774 47,861 (9,469) 262,166 17.7% Total net external sales $ 1,315,429 $ 179,474 $ (13,014) $ 1,481,889 100.0% |
CONSOLIDATED QUARTERLY FINANC_2
CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Information | The following is a summary of the unaudited quarterly results of operations for fiscal years 2022, 2021, and 2020 (dollars in thousands, except per share amounts): First Second Third Fourth 2022 Net sales $ 546,761 $ 642,769 $ 655,150 $ 657,449 Gross profit $ 58,055 $ 78,034 $ 92,005 $ 94,597 Net income attributable to common stockholders $ 12,074 $ 22,552 $ 36,170 $ 41,462 Basic net income attributable to common stockholders per share (1) $ 0.25 $ 0.46 $ 0.75 $ 0.86 Diluted net income attributable to common stockholders per share (1) $ 0.24 $ 0.46 $ 0.73 $ 0.84 2021 Net sales $ 392,003 $ 449,422 $ 482,566 $ 479,277 Gross profit $ 47,166 $ 55,608 $ 51,045 $ 42,648 Net income (loss) attributable to common stockholders $ 3,217 $ 12,252 $ 11,008 $ (25,313) Basic net income (loss) attributable to common stockholders per share (1) $ 0.06 $ 0.24 $ 0.22 $ (0.51) Diluted net income (loss) attributable to common stockholders per share (1) $ 0.06 $ 0.24 $ 0.22 $ (0.51) 2020 Net sales $ 387,074 $ 339,153 $ 351,584 $ 404,078 Gross profit $ 36,743 $ 34,321 $ 43,194 $ 45,496 Net income (loss) attributable to common stockholders $ (106,647) $ (146) $ 3,887 $ 5,494 Basic net income (loss) attributable to common stockholders per share (1) $ (2.01) $ — $ 0.07 $ 0.10 Diluted net income (loss) attributable to common stockholders per share (1) $ (2.01) $ — $ 0.07 $ 0.10 ————————— (1) Basic and diluted net income (loss) attributable to common stockholders per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income (loss) attributable to common stockholders per share may differ from annual net income (loss) attributable to common stockholders per share due to rounding. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of year | $ 429 | $ 536 | $ 670 |
Expected losses | 179 | 10 | 362 |
Write-offs, net of recoveries | (180) | (117) | (496) |
Balance at end of year | $ 428 | $ 429 | $ 536 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Prepaid Expenses and Other (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Chassis converter pool agreements | $ 20,345 | $ 18,185 |
Income tax receivables | 2,358 | 10,386 |
Insurance premiums & maintenance/subscription agreements | 3,949 | 3,290 |
Assets held for sale | 0 | 350 |
Commodity swap contracts | 2,674 | 7,963 |
All other | 5,601 | 3,621 |
Prepaid expenses and other | $ 34,927 | $ 43,795 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||||
Restricted cash | $ 0 | $ 0 | $ 0 | |||||
Goodwill | 188,443,000 | $ 199,560,000 | 188,434,000 | 188,443,000 | $ 199,560,000 | |||
Asset impairment | $ 1,000,000 | $ 800,000 | 1,339,000 | 29,163,000 | 107,114,000 | |||
Capitalized computer software, net | 4,200,000 | 3,300,000 | 4,200,000 | |||||
Capitalized computer software, amortization | 1,800,000 | 1,700,000 | 2,000,000 | |||||
Research and development expense | $ 5,300,000 | 13,600,000 | 21,900,000 | |||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment and other, net | |||||||
Trade names and trademarks | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Asset impairment | 28,300,000 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Extract Technology | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment of intangible assets | $ 1,300,000 | 1,100,000 | ||||||
Transportation Solutions | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Goodwill | 120,507,000 | $ 120,518,000 | $ 120,502,000 | 120,507,000 | $ 120,518,000 | |||
Transportation Solutions | Trade names and trademarks | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Asset impairment | 25,600,000 | |||||||
Parts & Services | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Goodwill | $ 67,900,000 | |||||||
Parts & Services | Trade names and trademarks | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Asset impairment | 2,700,000 | |||||||
Buildings and building improvements | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property, plant and equipment, useful life | 33 years | |||||||
Used trailers | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Accounts payable, trade | $ 0 | $ 0 | $ 0 | |||||
Construction in progress | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Impairment, long-lived asset, held-for-use | $ 1,000,000 | |||||||
Minimum | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Capitalized computer software, amortization period | 3 years | |||||||
Standard product warranty, coverage period | 1 year | |||||||
Minimum | Machinery and equipment | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property, plant and equipment, useful life | 3 years | |||||||
Maximum | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Capitalized computer software, amortization period | 7 years | |||||||
Standard product warranty, coverage period | 5 years | |||||||
Maximum | Machinery and equipment | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property, plant and equipment, useful life | 10 years | |||||||
DuraPlate Trailer Panels | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Standard product warranty, coverage period | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranty Accrual Included in Other Accrued Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Balance as of January 1 | $ 22,045 | $ 20,570 |
Provision and revisions to estimates | 2,806 | 4,891 |
Payments | (2,790) | (3,416) |
Balance as of December 31 | $ 22,061 | $ 22,045 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Self-Insurance Accrual Included In Other Accrued Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Self Insurance Reserve [Roll Forward] | ||
Balance as of January 1 | $ 11,152 | $ 12,086 |
Expense | 34,457 | 33,941 |
Payments | (34,891) | (34,875) |
Balance as of December 31 | $ 10,718 | $ 11,152 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) $ in Thousands | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2021 segment | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Goodwill [Line Items] | |||||||||||
Number of operating segments | segment | 2 | 2 | |||||||||
Number of reportable segments | segment | 3 | 2 | 2 | ||||||||
Goodwill | $ 188,443 | $ 199,560 | $ 188,443 | $ 188,434 | $ 188,443 | $ 199,560 | |||||
Goodwill, written off related to sale of business unit | 11,101 | ||||||||||
Impairment | $ 1,000 | $ 800 | 1,339 | 29,163 | 107,114 | ||||||
Amortization of intangibles | 15,211 | 22,858 | 21,981 | ||||||||
2023 | 12,800 | ||||||||||
2024 | 12,000 | ||||||||||
2025 | 11,200 | ||||||||||
2026 | 10,700 | ||||||||||
2027 | 10,200 | ||||||||||
Trade names and trademarks | |||||||||||
Goodwill [Line Items] | |||||||||||
Impairment | 28,300 | ||||||||||
Beall Tank Trailers | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill, written off related to sale of business unit | 4,700 | ||||||||||
Extract Technology | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill, written off related to sale of business unit | $ 11,100 | ||||||||||
Extract Technology | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Goodwill [Line Items] | |||||||||||
Impairment of intangible assets | 1,300 | 1,100 | |||||||||
Final Mile Products Segment | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill, impairment loss | $ 95,800 | ||||||||||
Tank Trailers Reporting Unit | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill, impairment loss | $ 11,000 | ||||||||||
Transportation Solutions | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill | 120,507 | $ 120,518 | $ 120,507 | 120,502 | 120,507 | $ 120,518 | |||||
Goodwill, written off related to sale of business unit | $ 0 | ||||||||||
Transportation Solutions | Trade names and trademarks | |||||||||||
Goodwill [Line Items] | |||||||||||
Impairment | 25,600 | ||||||||||
Parts & Services | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill | $ 67,900 | ||||||||||
Parts & Services | Trade names and trademarks | |||||||||||
Goodwill [Line Items] | |||||||||||
Impairment | $ 2,700 | ||||||||||
Parts & Services | Extract Technology | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill, written off related to sale of business unit | $ 11,100 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in the Carrying Amounts of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, gross at beginning of period | $ 296,843 | $ 307,960 |
Accumulated impairment losses at beginning of period | (108,400) | (108,400) |
Goodwill at beginning of period | 188,443 | 199,560 |
Impact of divestiture on goodwill | (11,101) | |
Effects of foreign currency | (9) | (16) |
Goodwill, gross at end of period | 296,834 | 296,843 |
Accumulated impairment losses at end of period | (108,400) | (108,400) |
Goodwill at end of period | 188,434 | 188,443 |
Transportation Solutions | ||
Goodwill [Roll Forward] | ||
Goodwill, gross at beginning of period | 188,764 | 188,775 |
Accumulated impairment losses at beginning of period | (68,257) | (68,257) |
Goodwill at beginning of period | 120,507 | 120,518 |
Impact of divestiture on goodwill | 0 | |
Effects of foreign currency | (5) | (11) |
Goodwill, gross at end of period | 188,759 | 188,764 |
Accumulated impairment losses at end of period | (68,257) | (68,257) |
Goodwill at end of period | 120,502 | 120,507 |
Components, parts and services | ||
Goodwill [Roll Forward] | ||
Goodwill, gross at beginning of period | 108,079 | 119,185 |
Accumulated impairment losses at beginning of period | (40,143) | (40,143) |
Goodwill at beginning of period | 67,936 | 79,042 |
Impact of divestiture on goodwill | (11,101) | |
Effects of foreign currency | (4) | (5) |
Goodwill, gross at end of period | 108,075 | 108,079 |
Accumulated impairment losses at end of period | (40,143) | (40,143) |
Goodwill at end of period | $ 67,932 | $ 67,936 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Intangible Assets | $ 281,724 | $ 281,724 |
Accumulated Amortization | (182,493) | (167,283) |
Net Intangible Assets | $ 99,231 | 114,441 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Intangible Assets | 0 | |
Accumulated Amortization | 0 | |
Net Intangible Assets | $ 0 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 13 years | 13 years |
Gross Intangible Assets | $ 270,016 | $ 270,016 |
Accumulated Amortization | (172,086) | (157,852) |
Net Intangible Assets | $ 97,930 | $ 112,164 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 12 years | 12 years |
Gross Intangible Assets | $ 11,708 | $ 11,708 |
Accumulated Amortization | (10,407) | (9,431) |
Net Intangible Assets | $ 1,301 | $ 2,277 |
NONCONTROLLING INTEREST AND V_3
NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) - Narrative (Details) - Wabash Parts LLC [Member] | Dec. 31, 2022 |
Other Ownership Interests [Line Items] | |
Noncontrolling interest, ownership percentage by parent | 50% |
Noncontrolling interest, ownership percentage by noncontrolling owners | 50% |
NONCONTROLLING INTEREST AND V_4
NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs)- Summary of Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | $ 58,245 | $ 71,778 |
Accounts receivable, net | 255,577 | 176,511 |
Inventories, net | 243,870 | 237,621 |
Prepaid expenses and other | 34,927 | 43,795 |
Total current assets | 592,619 | 529,705 |
Other assets | 52,123 | 42,057 |
Total assets | 1,203,523 | 1,107,071 |
Accounts payable | 189,141 | 173,950 |
Other accrued liabilities | 9,088 | 14,389 |
Total current liabilities | 347,468 | 289,325 |
Other non-current liabilities | 34,354 | 27,873 |
Total liabilities | 805,398 | 781,532 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | 1,379 | 0 |
Accounts receivable, net | 1,509 | 0 |
Inventories, net | 138 | 0 |
Prepaid expenses and other | 16 | 0 |
Total current assets | 3,042 | 0 |
Property, plant, and equipment, net | 0 | 0 |
Other assets | 141 | 0 |
Total assets | 3,183 | 0 |
Accounts payable | 2,136 | 0 |
Other accrued liabilities | 23 | 0 |
Total current liabilities | 2,159 | 0 |
Other non-current liabilities | 0 | 0 |
Total liabilities | $ 2,159 | $ 0 |
NONCONTROLLING INTEREST AND V_5
NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) - Non-controlling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance at January 1 | $ 0 | $ 0 | $ 0 |
Net income attributable to noncontrolling interest | 512 | 0 | 0 |
Other comprehensive income (loss) | 0 | 0 | 0 |
Distributions declared to noncontrolling interest | 0 | 0 | 0 |
Balance at December 31 | $ 512 | $ 0 | $ 0 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and components | $ 176,080 | $ 174,915 |
Finished goods | 50,005 | 42,933 |
Work in progress | 9,983 | 14,133 |
Used trailers | 737 | 737 |
Aftermarket parts | 7,065 | 4,903 |
Inventories | $ 243,870 | $ 237,621 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 31,800 | $ 24,300 | $ 24,000 |
Finance lease, right-of-use asset, net of accumulated amortization | $ 0 | 2,658 | |
Finance lease, right-of-use asset, accumulated amortization | $ 2,000 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 597,148 | $ 550,347 |
Less: accumulated depreciation | (326,032) | (317,922) |
Property, plant, and equipment, net | 271,116 | 232,425 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 42,342 | 41,098 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 149,052 | 150,000 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 311,736 | 313,744 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 94,018 | $ 45,505 |
OTHER ACCRUED LIABILITIES - Maj
OTHER ACCRUED LIABILITIES - Major Components of Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Customer deposits | $ 32,129 | $ 17,646 | |
Chassis converter pool agreements | 20,345 | 18,185 | |
Warranty | 22,061 | 22,045 | $ 20,570 |
Payroll and related taxes | 29,219 | 15,679 | |
Self-insurance | 10,718 | 11,152 | $ 12,086 |
Accrued interest | 3,854 | 4,288 | |
Operating lease obligations | 6,120 | 3,507 | |
Accrued taxes | 24,793 | 8,425 | |
All other | 9,088 | 14,389 | |
Other accrued liabilities | $ 158,327 | $ 115,316 |
LONG-TERM DEBT - Components of
LONG-TERM DEBT - Components of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 400,000 | $ 433,035 |
Less: unamortized discount and fees | (4,182) | (4,720) |
Less: current portion | 0 | 0 |
Long-term debt | 395,818 | 428,315 |
Senior Notes | Senior Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 400,000 | 400,000 |
Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 33,035 |
LONG-TERM DEBT - Senior Notes D
LONG-TERM DEBT - Senior Notes Due 2028 (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Oct. 06, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 28, 2021 | |
Debt Instrument [Line Items] | |||||||
Principal payments under term loan credit facility | $ 0 | $ 138,835,000 | $ 146,393,000 | ||||
Loss on debt extinguishment | 0 | 9,504,000 | 396,000 | ||||
Interest expense | 20,525,000 | 23,128,000 | 24,194,000 | ||||
Revolving Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from issuance of long-term debt | $ 50,000,000 | ||||||
Line of credit facility, increase in borrowing capacity | $ 50,000,000 | ||||||
Loss on debt extinguishment | $ (200,000) | ||||||
Interest expense | 1,700,000 | 600,000 | 200,000 | ||||
Senior Notes due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Loss on debt extinguishment | $ 9,100,000 | ||||||
Senior Notes | Senior Notes due 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 400,000,000 | ||||||
Notes issued, interest rate | 4.50% | ||||||
Debt instrument, redemption price, percentage | 100% | ||||||
Debt instrument, redemption price, percentage of principal amount remaining | 60% | ||||||
Proceeds from issuance of long-term debt | $ 395,000,000 | ||||||
Interest expense | 18,000,000 | 4,300,000 | |||||
Accretion expense | $ 600,000 | 100,000 | |||||
Senior Notes | Senior Notes due 2028 | 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% | ||||||
Senior Notes | Senior Notes due 2028 | Debt Instrument, Redemption, Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, redemption price, percentage | 102.25% | ||||||
Senior Notes | Senior Notes due 2028 | Debt Instrument, Redemption, Period Three | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, redemption price, percentage | 101.125% | ||||||
Senior Notes | Senior Notes due 2028 | Debt Instrument, Redemption, Period Four | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, redemption price, percentage | 100% | ||||||
Senior Notes | Senior Notes due 2028 | Debt Instrument, Redemption, Period Five | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, redemption price, percentage | 101% | ||||||
Senior Notes | Senior Notes due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | $ 13,300,000 | $ 17,900,000 | |||||
Notes Payable, Other Payables | Senior Notes due 2028 | |||||||
Debt Instrument [Line Items] | |||||||
Principal payments under term loan credit facility | $ 108,800,000 |
LONG-TERM DEBT - Revolving Cred
LONG-TERM DEBT - Revolving Credit Agreement Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Sep. 23, 2022 USD ($) | Sep. 30, 2020 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Repayments of lines of credit | $ 130,584 | $ 17,788 | $ 45,794 | |||||
Loss on debt extinguishment | 0 | 9,504 | 396 | |||||
Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 350,000 | |||||||
Line of credit facility accordion feature increase amount | $ 175,000 | |||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.20% | |||||||
Fixed charge coverage ratio minimum | 1 | |||||||
Line of credit facility, excess availability, commitment percentage | 10% | |||||||
Line of credit facility, excess availability, amount | $ 25,000 | |||||||
Debt instrument, covenant period | 3 days | |||||||
Liquidity position to meet future obligations, amount | $ 258,000 | 401,200 | 258,000 | |||||
Repayments of lines of credit | 17,000 | 33,000 | ||||||
Long-term line of credit | 33,000 | $ 0 | 33,000 | |||||
Proceeds from issuance of long-term debt | 50,000 | |||||||
Loss on debt extinguishment | $ (200) | |||||||
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 Term Loan Credit Agreement | Notes Payable, Other Payables | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of long-term debt | $ 148,500 | |||||||
Loss on debt extinguishment | 200 | |||||||
Payment of principal | $ 135,200 | |||||||
New Term Loan Credit Agreement | Senior Secured Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 108,800 | 108,800 | ||||||
Loss on debt extinguishment | $ 500 | |||||||
Amortization of debt issuance costs and discounts | $ 200 | $ 200 | ||||||
Letter of Credit | Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 25,000 | |||||||
Bridge Loan | Revolving Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 35,000 | |||||||
Term Loan Credit Agreement | Senior Secured Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of lines of credit | $ 11,200 |
LONG-TERM DEBT - New and Old Te
LONG-TERM DEBT - New and Old Term Loan Credit Agreement (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||
Loss on debt extinguishment | $ 0 | $ 9,504,000 | $ 396,000 | ||||
Interest paid | 20,131,000 | 22,040,000 | 23,411,000 | ||||
Interest expense | 20,525,000 | 23,128,000 | 24,194,000 | ||||
Revolving Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from issuance of long-term debt | $ 50,000,000 | ||||||
Long-term line of credit | 33,000,000 | 0 | 33,000,000 | ||||
Loss on debt extinguishment | $ (200,000) | ||||||
Interest expense | $ 1,700,000 | 600,000 | 200,000 | ||||
Senior Notes due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Loss on debt extinguishment | 9,100,000 | ||||||
Senior Secured Credit Facility | New Term Loan Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Long-term line of credit | $ 108,800,000 | 108,800,000 | |||||
Repayments of long-term debt | $ 30,000,000 | ||||||
Loss on debt extinguishment | $ 500,000 | ||||||
Interest paid | 3,900,000 | 4,800,000 | |||||
Amortization of debt issuance costs and discounts | 200,000 | 200,000 | |||||
Senior Notes | Senior Notes due 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of long-term debt | $ 10,000,000 | ||||||
Interest expense | 13,300,000 | 17,900,000 | |||||
Amortization of debt issuance costs and discounts | $ 500,000 | $ 700,000 |
FINANCIAL DERIVATIVE INSTRUME_3
FINANCIAL DERIVATIVE INSTRUMENTS - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative, notional amount | $ 59.2 |
Derivative instruments, gain (loss) reclassified from accumulated OCI into income over the next 12 months | $ 1.1 |
FINANCIAL DERIVATIVE INSTRUME_4
FINANCIAL DERIVATIVE INSTRUMENTS - Fair Value Carrying Amount (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivatives designated as hedging instruments | ||
Total derivatives designated as hedging instruments | $ 1,021 | $ 2,842 |
Prepaid expenses and other | ||
Derivatives designated as hedging instruments | ||
Derivative asset, fair value, gross asset | 2,674 | 7,963 |
Accounts payable and Other accrued liabilities | ||
Derivatives designated as hedging instruments | ||
Derivative liability, fair value, gross liability | $ (1,653) | $ (5,121) |
FINANCIAL DERIVATIVE INSTRUME_5
FINANCIAL DERIVATIVE INSTRUMENTS - Gain or Loss Recognized in Accumulated Other Comprehensive Income (Details) - Commodity swap contracts - Cash Flow Hedging - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion, net of tax) | $ 909 | $ 2,848 | |
Amount of Gain (Loss) Reclassified from AOCI into Earnings | $ 4,887 | $ 54,937 | $ (7,778) |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) option | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, number of options to renew | option | 1 | |
Leased assets obtained in exchange for new operating lease liabilities | $ | $ 16.6 | $ 4.6 |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Right-of-Use Assets | ||
Operating | $ 23,003 | $ 11,379 |
Finance | 0 | 2,658 |
Total leased ROU assets | $ 23,003 | $ 14,037 |
Operating lease, right-of-use asset, statement of financial position [Extensible List] | Other assets | Other assets |
Current | ||
Operating | $ 6,120 | $ 3,507 |
Finance | $ 0 | $ 59 |
Operating lease, liability, current, statement of financial position [Extensible List] | Other accrued liabilities | Other accrued liabilities |
Noncurrent | ||
Operating | $ 16,883 | $ 7,872 |
Finance | 0 | 0 |
Total lease liabilities | $ 23,003 | $ 11,438 |
Operating lease, liability, noncurrent, statement of financial position [Extensible List] | Other non-current liabilities | Other non-current liabilities |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 5,785 | $ 5,031 |
Finance lease cost | ||
Amortization of ROU leased assets | 36 | 144 |
Interest on lease liabilities | 1 | 55 |
Net lease cost | $ 5,822 | $ 5,230 |
LEASES - Maturity of Lease Liab
LEASES - Maturity of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 7,096 |
2024 | 5,984 |
2025 | 4,920 |
2026 | 4,381 |
2027 | 2,346 |
Thereafter | 793 |
Total lease payments | 25,520 |
Less: interest | 2,517 |
Present value of lease payments | 23,003 |
Finance Leases | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 0 |
Less: interest | 0 |
Present value of lease payments | 0 |
Total | |
2023 | 7,096 |
2024 | 5,984 |
2025 | 4,920 |
2026 | 4,381 |
2027 | 2,346 |
Thereafter | 793 |
Total lease payments | $ 25,520 |
LEASES - Lease Terms and Discou
LEASES - Lease Terms and Discount Rates (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Weighted average remaining lease term (years) | ||
Operating leases | 4 years 3 months 18 days | 4 years 3 months 18 days |
Finance leases | 0 years | 1 month 6 days |
Weighted average discount rate | ||
Operating leases | 4.92% | 5.12% |
Finance leases | 0% | 6.16% |
LEASES - Lease Costs Included i
LEASES - Lease Costs Included in the Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 5,844 | $ 4,847 | |
Operating cash flows from finance leases | 1 | 13 | |
Financing cash flows from finance leases | $ 59 | $ 319 | $ 327 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurements and Fair Value Hierarchy Level of Assets and Liabilities Measure at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Life-insurance contracts | $ 15,509 | $ 18,670 |
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 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Life-insurance contracts | 15,509 | 18,670 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Life-insurance contracts | 0 | 0 |
Commodity swap contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | 1,021 | 2,842 |
Commodity swap contracts | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | 0 | 0 |
Commodity swap contracts | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | 1,021 | 2,842 |
Commodity swap contracts | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | 0 | 0 |
Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | 6,579 | 6,183 |
Mutual funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | 6,579 | 6,183 |
Mutual funds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | 0 | 0 |
Mutual funds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Carry
FAIR VALUE MEASUREMENTS - Carrying and Estimated Fair Value of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | $ 395,818 | $ 428,315 |
Senior Notes | Senior Notes Due 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 395,818 | 395,280 |
Revolving Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 0 | 33,035 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 0 | 0 |
Level 1 | Senior Notes | Senior Notes Due 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 0 | 0 |
Level 1 | Revolving Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 337,237 | 432,762 |
Level 2 | Senior Notes | Senior Notes Due 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 337,237 | 399,727 |
Level 2 | Revolving Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 0 | 33,035 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 0 | 0 |
Level 3 | Senior Notes | Senior Notes Due 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 0 | 0 |
Level 3 | Revolving Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Purchase obligation | $ 59,200 | |
Chassis converter pool agreements | 20,345 | $ 18,185 |
Standby Letters of Credit | ||
Loss Contingencies [Line Items] | ||
Letters of credit outstanding, amount | 5,700 | |
Chassis Converter Pool Agreements | ||
Loss Contingencies [Line Items] | ||
Other inventory, gross | $ 400 |
NET INCOME (LOSS) PER SHARE O_3
NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Calculation of Basic and Diluted Per Share Of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basic net income (loss) attributable to common stockholders per share: | |||||||||||||||
Net income (loss) attributable to common stockholders | $ 112,258 | $ 1,164 | $ (97,412) | ||||||||||||
Weighted average common shares outstanding (in shares) | 48,626 | 50,684 | 52,945 | ||||||||||||
Basic net income (loss) attributable to common stockholders per share (in usd per share) | $ 0.86 | $ 0.75 | $ 0.46 | $ 0.25 | $ (0.51) | $ 0.22 | $ 0.24 | $ 0.06 | $ 0.10 | $ 0.07 | $ 0 | $ (2.01) | $ 2.31 | $ 0.02 | $ (1.84) |
Diluted net income (loss) attributable to common stockholders per share: | |||||||||||||||
Net income (loss) attributable to common stockholders | $ 112,258 | $ 1,164 | $ (97,412) | ||||||||||||
Weighted average common shares outstanding (in shares) | 48,626 | 50,684 | 52,945 | ||||||||||||
Dilutive stock options and restricted stock (in shares) | 1,255 | 924 | 0 | ||||||||||||
Diluted weighted average common shares outstanding (in shares) | 49,881 | 51,608 | 52,945 | ||||||||||||
Diluted net income (loss) attributable to common stockholders per share (in usd per share) | $ 0.84 | $ 0.73 | $ 0.46 | $ 0.24 | $ (0.51) | $ 0.22 | $ 0.24 | $ 0.06 | $ 0.10 | $ 0.07 | $ 0 | $ (2.01) | $ 2.25 | $ 0.02 | $ (1.84) |
NET INCOME (LOSS) PER SHARE O_4
NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Average diluted shares outstanding (in shares) | 0 | 0 | 0 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | 94 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | May 18, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 9,746 | $ 7,059 | $ 4,509 | ||
Compensation costs not yet recognized | $ 11,500 | $ 11,500 | |||
Compensation costs not yet recognized, period for recognition | 1 year 8 months 12 days | ||||
Intrinsic value of options exercised | $ 1,500 | $ 1,300 | $ 500 | ||
Omnibus Incentive Plan 2017 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 3,150,000 | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 653,492 | 582,081 | 1,010,802 | ||
Grant date fair value | $ 11,900 | $ 10,200 | $ 12,600 | ||
Vested in period, fair value | $ 8,900 | $ 5,000 | $ 3,700 | ||
Restricted Stock | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Restricted Stock | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Options granted (in shares) | 0 | ||||
Expiration period | 10 years |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Restricted Stock Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Balance beginning of period (in shares) | 199,711 | ||
Vested (in shares) | (184,195) | ||
Forfeited (in shares) | 0 | ||
Balance end of period (in shares) | 15,516 | 199,711 | |
Weighted Average Grant Date Fair Value | |||
Balance beginning of period (in usd per share) | $ 12.20 | ||
Vested (in usd per share) | 12.07 | ||
Forfeited (in usd per share) | 0 | ||
Balance end of period (in usd per share) | $ 13.67 | $ 12.20 | |
Restricted Stock | |||
Number of Shares | |||
Balance beginning of period (in shares) | 1,781,076 | ||
Granted (in shares) | 653,492 | 582,081 | 1,010,802 |
Vested (in shares) | (533,401) | ||
Forfeited (in shares) | (147,099) | ||
Balance end of period (in shares) | 1,754,068 | 1,781,076 | |
Weighted Average Grant Date Fair Value | |||
Balance beginning of period (in usd per share) | $ 15.03 | ||
Granted (in usd per share) | 18.22 | ||
Vested (in usd per share) | 15.62 | ||
Forfeited (in usd per share) | 14.96 | ||
Balance end of period (in usd per share) | $ 16.05 | $ 15.03 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Balance beginning of period (in shares) | 199,711 | ||
Exercised (in shares) | (184,195) | ||
Forfeited (in shares) | 0 | ||
Expired (in shares) | 0 | ||
Balance end of period (in shares) | 15,516 | 199,711 | |
Options Exercisable (in shares) | 12,610 | ||
Weighted Average Grant Date Fair Value | |||
Balance beginning of period (in usd per share) | $ 12.20 | ||
Exercised (in usd per share) | 12.07 | ||
Forfeited (in usd per share) | 0 | ||
Expired (in shares) | 0 | ||
Balance end of period (in usd per share) | 13.67 | $ 12.20 | |
Options Exercisable (in usd per share) | $ 13.55 | ||
Weighted Average Remaining Contractual Life | |||
Options Outstanding | 1 year 9 months 18 days | 2 years 1 month 6 days | |
Options Exercisable at End of Period | 1 year 8 months 12 days | ||
Aggregate Intrinsic Value ($ in millions) | |||
Options outstanding | $ 0.1 | $ 1.5 | |
Exercised | 1.5 | $ 1.3 | $ 0.5 |
Options Exercisable | $ 0.1 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Aug. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | |
Class of Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 150 | $ 100 | ||
Stock repurchase program, period in force | 3 years | |||
Stock repurchase program, remaining authorized repurchase amount | $ 105.2 | |||
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 | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 25,000,000 |
STOCKHOLDERS' EQUITY - Accumula
STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ 325,539 | $ 404,879 | $ 520,988 |
Net unrealized gains (losses) arising during the period | 1,925 | 34,320 | 5,795 |
Less: Net realized gains (losses) reclassified to net income | 3,666 | 41,094 | (5,816) |
Total other comprehensive (loss) income | (1,741) | (6,774) | 11,611 |
Balance at end of period | 397,613 | 325,539 | 404,879 |
Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (1,989) | (2,182) | (1,866) |
Net unrealized gains (losses) arising during the period | 198 | 193 | (316) |
Less: Net realized gains (losses) reclassified to net income | 0 | 0 | 0 |
Total other comprehensive (loss) income | 198 | 193 | (316) |
Balance at end of period | (1,791) | (1,989) | (2,182) |
Derivative Instruments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | 2,848 | 9,815 | (2,112) |
Net unrealized gains (losses) arising during the period | 1,727 | 34,127 | 6,111 |
Less: Net realized gains (losses) reclassified to net income | 3,666 | 41,094 | (5,816) |
Total other comprehensive (loss) income | (1,939) | (6,967) | 11,927 |
Balance at end of period | 909 | 2,848 | 9,815 |
Net unrealized gains (losses) arising during period, tax expense (benefit) | 600 | 11,500 | 2,100 |
Net realized gains (losses) reclassified to net income, tax expense (benefit) | 1,200 | 13,800 | (2,000) |
AOCI Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | 859 | 7,633 | (3,978) |
Balance at end of period | $ (882) | $ 859 | $ 7,633 |
EMPLOYEE SAVINGS PLANS - Narrat
EMPLOYEE SAVINGS PLANS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Savings Plans [Abstract] | |||
Labor and related expense | $ 9.1 | $ 8 | $ 7.9 |
INCOME TAXES - Consolidated Inc
INCOME TAXES - Consolidated Income (loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 144,443 | $ 5,426 | $ (110,049) |
Foreign | 1,992 | (4,136) | 835 |
Income (loss) before income tax | $ 146,435 | $ 1,290 | $ (109,214) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Income tax receivable, CARES Act | $ 13,200 | ||
Deferred tax assets, valuation allowance | $ 775 | $ 1,237 | |
Deferred tax assets, operating loss carryforwards, domestic | 68,600 | ||
Unrecognized tax benefits that would impact effective tax rate | 2,400 | 2,300 | |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 900 | $ 800 |
INCOME TAXES - Consolidated I_2
INCOME TAXES - Consolidated Income Tax Expense (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal | $ 34,490 | $ 8,449 | $ (15,190) |
State | 6,468 | (1,098) | (2,072) |
Foreign | 321 | 922 | 444 |
Current | 41,279 | 8,273 | (16,818) |
Deferred | |||
Federal | (5,911) | (9,423) | 7,918 |
State | (1,703) | 1,310 | (2,959) |
Foreign | 0 | (34) | 57 |
Deferred | (7,614) | (8,147) | 5,016 |
Total consolidated expense (benefit) | $ 33,665 | $ 126 | $ (11,802) |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Differences from U.S. Federal Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Pretax book income (loss) | $ 146,435 | $ 1,290 | $ (109,214) |
Federal tax expense (benefit) at applicable statutory rate | 30,751 | 271 | (22,935) |
State and local income taxes (net of federal benefit) | 3,669 | 212 | (4,948) |
Rate differential | 0 | 0 | (5,004) |
Impairment and divestiture | 0 | 870 | 20,111 |
Tax credits | (2,422) | (2,065) | 0 |
Nondeductible officer compensation | 977 | 390 | 490 |
Compensation expense | 1,013 | 964 | 1,070 |
Other | (323) | (516) | (586) |
Total consolidated expense (benefit) | $ 33,665 | $ 126 | $ (11,802) |
INCOME TAXES - Components of De
INCOME TAXES - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Tax credits and loss carryforwards | $ 2,929 | $ 800 |
Accrued liabilities | 5,965 | 5,764 |
Incentive compensation | 6,960 | 8,012 |
Operating lease assets | 5,878 | 2,875 |
Research expenditure amortization | 7,739 | 0 |
Other | 6,560 | 6,098 |
Deferred tax assets | 36,031 | 23,549 |
Deferred tax liabilities | ||
Property, plant and equipment | (22,991) | (22,344) |
Intangibles | (30,188) | (28,748) |
Operating lease liabilities | (5,878) | (2,875) |
Other | (3,957) | (4,364) |
Deferred tax liabilities | (63,014) | (58,331) |
Net deferred tax liability before valuation allowances and reserves | (26,983) | (34,782) |
Valuation allowances | (775) | (1,237) |
Net deferred tax liability | $ (27,758) | $ (36,019) |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) - segment | 4 Months Ended | 12 Months Ended | |||
Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | 3 | 2 | 2 | ||
Number of operating segments | 2 | 2 | |||
Five Largest Customers | Sales revenue, net | Customer Concentration Risk | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk percentage | 33% | 30% | 21% |
SEGMENTS - Reportable Segment I
SEGMENTS - Reportable Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net sales | |||||||||||||||
Net sales | $ 657,449 | $ 655,150 | $ 642,769 | $ 546,761 | $ 479,277 | $ 482,566 | $ 449,422 | $ 392,003 | $ 404,078 | $ 351,584 | $ 339,153 | $ 387,074 | $ 2,502,129 | $ 1,803,268 | $ 1,481,889 |
Depreciation and amortization | 46,969 | 48,842 | 47,970 | ||||||||||||
Income (Loss) from operations | 166,642 | 33,542 | (85,608) | ||||||||||||
Transportation Solutions | |||||||||||||||
Net sales | |||||||||||||||
Net sales | 2,312,637 | 1,628,694 | 1,308,935 | ||||||||||||
Parts & Services | |||||||||||||||
Net sales | |||||||||||||||
Net sales | 189,492 | 174,574 | 172,954 | ||||||||||||
Operating Segments | Transportation Solutions | |||||||||||||||
Net sales | |||||||||||||||
Net sales | 2,320,914 | 1,633,319 | 1,315,429 | ||||||||||||
Depreciation and amortization | 41,187 | 41,819 | 40,236 | ||||||||||||
Income (Loss) from operations | 209,942 | 61,869 | (29,702) | ||||||||||||
Operating Segments | Parts & Services | |||||||||||||||
Net sales | |||||||||||||||
Net sales | 193,476 | 177,166 | 179,474 | ||||||||||||
Depreciation and amortization | 2,717 | 4,781 | 5,512 | ||||||||||||
Income (Loss) from operations | 30,558 | 20,201 | (12,658) | ||||||||||||
Corporate and Eliminations | |||||||||||||||
Net sales | |||||||||||||||
Net sales | (12,261) | (7,217) | (13,014) | ||||||||||||
Depreciation and amortization | 3,065 | 2,242 | 2,222 | ||||||||||||
Income (Loss) from operations | (73,858) | (48,528) | (43,248) | ||||||||||||
Corporate and Eliminations | Transportation Solutions | |||||||||||||||
Net sales | |||||||||||||||
Net sales | 8,277 | 4,625 | 6,494 | ||||||||||||
Corporate and Eliminations | Parts & Services | |||||||||||||||
Net sales | |||||||||||||||
Net sales | $ 3,984 | $ 2,592 | $ 6,520 |
SEGMENTS - Major Product Catego
SEGMENTS - Major Product Categories and Percentage of Consolidated Net Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | |||||||||||||||
Net sales | $ 657,449 | $ 655,150 | $ 642,769 | $ 546,761 | $ 479,277 | $ 482,566 | $ 449,422 | $ 392,003 | $ 404,078 | $ 351,584 | $ 339,153 | $ 387,074 | $ 2,502,129 | $ 1,803,268 | $ 1,481,889 |
New trailers | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 2,012,864 | 1,354,373 | 1,087,820 | ||||||||||||
Used trailers | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 2,905 | 2,514 | 8,386 | ||||||||||||
Components, parts and services | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 139,762 | 131,929 | 123,517 | ||||||||||||
Equipment and other | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 346,598 | 314,452 | 262,166 | ||||||||||||
Transportation Solutions | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 2,312,637 | 1,628,694 | 1,308,935 | ||||||||||||
Parts & Services | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 189,492 | 174,574 | 172,954 | ||||||||||||
Operating Segments | Transportation Solutions | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 2,320,914 | 1,633,319 | 1,315,429 | ||||||||||||
Operating Segments | Transportation Solutions | New trailers | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 2,012,428 | 1,354,375 | 1,087,978 | ||||||||||||
Operating Segments | Transportation Solutions | Used trailers | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 0 | 165 | 3,677 | ||||||||||||
Operating Segments | Transportation Solutions | Components, parts and services | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 0 | 0 | 0 | ||||||||||||
Operating Segments | Transportation Solutions | Equipment and other | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 308,486 | 278,779 | 223,774 | ||||||||||||
Operating Segments | Parts & Services | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 193,476 | 177,166 | 179,474 | ||||||||||||
Operating Segments | Parts & Services | New trailers | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 1,722 | 179 | 3,387 | ||||||||||||
Operating Segments | Parts & Services | Used trailers | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 2,905 | 2,349 | 4,709 | ||||||||||||
Operating Segments | Parts & Services | Components, parts and services | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 139,762 | 131,929 | 123,517 | ||||||||||||
Operating Segments | Parts & Services | Equipment and other | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 49,087 | 42,709 | 47,861 | ||||||||||||
Corporate and Eliminations | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | (12,261) | (7,217) | (13,014) | ||||||||||||
Corporate and Eliminations | New trailers | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | (1,286) | (181) | (3,545) | ||||||||||||
Corporate and Eliminations | Used trailers | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 0 | 0 | 0 | ||||||||||||
Corporate and Eliminations | Components, parts and services | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 0 | 0 | 0 | ||||||||||||
Corporate and Eliminations | Equipment and other | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | (10,975) | (7,036) | (9,469) | ||||||||||||
Corporate and Eliminations | Transportation Solutions | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | 8,277 | 4,625 | 6,494 | ||||||||||||
Corporate and Eliminations | Parts & Services | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Net sales | $ 3,984 | $ 2,592 | $ 6,520 | ||||||||||||
Product Concentration Risk | Sales revenue, net | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Percentage of consolidated net sales | 100% | 100% | 100% | ||||||||||||
Product Concentration Risk | New trailers | Sales revenue, net | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Percentage of consolidated net sales | 80.40% | 75.20% | 73.30% | ||||||||||||
Product Concentration Risk | Used trailers | Sales revenue, net | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Percentage of consolidated net sales | 0.10% | 0.10% | 0.60% | ||||||||||||
Product Concentration Risk | Components, parts and services | Sales revenue, net | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Percentage of consolidated net sales | 5.60% | 7.30% | 8.30% | ||||||||||||
Product Concentration Risk | Equipment and other | Sales revenue, net | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Percentage of consolidated net sales | 13.90% | 17.40% | 17.70% |
IMPAIRMENT, DIVESTITURES AND _2
IMPAIRMENT, DIVESTITURES AND SALES OF PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Impairment | $ 1,000 | $ 800 | $ 1,339 | $ 29,163 | $ 107,114 | |||
Proceeds from sale of property, plant, and equipment | 1,100 | $ 2,700 | 3,200 | |||||
Gain (loss) on disposition of property plant equipment | $ 700 | $ 1,700 | $ 2,300 | |||||
Goodwill, written off related to sale of business unit | $ 11,101 | |||||||
Beall Tank Trailers | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Proceeds from divestiture of businesses | $ 11,200 | |||||||
Gain (loss) on divestiture | (2,100) | |||||||
Goodwill, written off related to sale of business unit | $ 4,700 | |||||||
Extract Technology | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Goodwill, written off related to sale of business unit | $ 11,100 | |||||||
Extract Technology | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Proceeds from divestiture of businesses | 20,800 | |||||||
Gain (loss) on divestiture | 1,900 | |||||||
Indefinite-lived intangible assets, written off related to sale of business unit | $ 1,300 |
CONSOLIDATED QUARTERLY FINANC_3
CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) - Summary of the Unaudited Quarterly Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Quarterly Financial Data [Abstract] | |||||||||||||||
Net sales | $ 657,449 | $ 655,150 | $ 642,769 | $ 546,761 | $ 479,277 | $ 482,566 | $ 449,422 | $ 392,003 | $ 404,078 | $ 351,584 | $ 339,153 | $ 387,074 | $ 2,502,129 | $ 1,803,268 | $ 1,481,889 |
Gross profit | 94,597 | 92,005 | 78,034 | 58,055 | 42,648 | 51,045 | 55,608 | 47,166 | 45,496 | 43,194 | 34,321 | 36,743 | 322,691 | 196,467 | 159,754 |
Net income (loss) for the year | $ 41,462 | $ 36,170 | $ 22,552 | $ 12,074 | $ (25,313) | $ 11,008 | $ 12,252 | $ 3,217 | $ 5,494 | $ 3,887 | $ (146) | $ (106,647) | $ 112,258 | $ 1,164 | $ (97,412) |
Basic net income (loss) attributable to common stockholders per share (in usd per share) | $ 0.86 | $ 0.75 | $ 0.46 | $ 0.25 | $ (0.51) | $ 0.22 | $ 0.24 | $ 0.06 | $ 0.10 | $ 0.07 | $ 0 | $ (2.01) | $ 2.31 | $ 0.02 | $ (1.84) |
Diluted net income (loss) attributable to common stockholders per share (in usd per share) | $ 0.84 | $ 0.73 | $ 0.46 | $ 0.24 | $ (0.51) | $ 0.22 | $ 0.24 | $ 0.06 | $ 0.10 | $ 0.07 | $ 0 | $ (2.01) | $ 2.25 | $ 0.02 | $ (1.84) |