Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 26, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | WABASH NATIONAL CORP /DE | |
Entity Central Index Key | 879,526 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Trading Symbol | WNC | |
Entity Common Stock, Shares Outstanding | 58,978,174 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 153,702 | $ 163,467 |
Accounts receivable | 152,603 | 153,634 |
Inventories | 245,674 | 139,953 |
Prepaid expenses and other | 33,453 | 24,351 |
Total current assets | 585,432 | 481,405 |
PROPERTY, PLANT AND EQUIPMENT | 196,275 | 134,138 |
DEFERRED INCOME TAXES | 20,265 | 20,343 |
GOODWILL | 313,626 | 148,367 |
INTANGIBLE ASSETS | 239,867 | 94,405 |
OTHER ASSETS | 23,662 | 20,075 |
Total Assets | 1,379,127 | 898,733 |
CURRENT LIABILITIES | ||
Current portion of long-term debt | 46,081 | 2,468 |
Current portion of capital lease obligations | 375 | 494 |
Accounts payable | 129,744 | 71,338 |
Other accrued liabilities | 112,886 | 92,314 |
Total current liabilities | 289,086 | 166,614 |
LONG-TERM DEBT | 504,620 | 233,465 |
CAPITAL LEASE OBLIGATIONS | 1,112 | 1,409 |
DEFERRED INCOME TAXES | 66,879 | 499 |
OTHER NONCURRENT LIABILITIES | 29,702 | 24,355 |
STOCKHOLDERS' EQUITY | ||
Common stock 200,000,000 shares authorized, $0.01 par value, 58,975,226 and 60,129,631 shares outstanding, respectively | 737 | 725 |
Additional paid-in capital | 651,562 | 640,883 |
Retained earnings | 54,041 | 3,591 |
Accumulated other comprehensive loss | (2,018) | (2,847) |
Treasury stock at cost, 14,786,570 and 12,474,109 common shares, respectively | (216,594) | (169,961) |
Total stockholders' equity | 487,728 | 472,391 |
Total Liabilities and Equity | $ 1,379,127 | $ 898,733 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares outstanding | 58,975,226 | 60,129,631 |
Treasury stock, shares | 14,786,570 | 12,474,109 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
NET SALES | $ 425,098 | $ 464,272 | $ 1,223,717 | $ 1,383,387 |
COST OF SALES | 364,134 | 380,813 | 1,035,718 | 1,129,338 |
Gross profit | 60,964 | 83,459 | 187,999 | 254,049 |
GENERAL AND ADMINISTRATIVE EXPENSES | 16,075 | 17,206 | 53,511 | 55,093 |
SELLING EXPENSES | 5,497 | 6,415 | 17,568 | 20,421 |
AMORTIZATION OF INTANGIBLES | 4,097 | 4,983 | 12,693 | 14,961 |
ACQUISITION EXPENSES | 8,704 | 0 | 8,704 | 0 |
IMPAIRMENT OF GOODWILL | 0 | 0 | 0 | 1,663 |
Income from operations | 26,591 | 54,855 | 95,523 | 161,911 |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (3,187) | (3,906) | (9,065) | (11,938) |
Other, net | 6,271 | 830 | 7,929 | 226 |
Income before income taxes | 29,675 | 51,779 | 94,387 | 150,199 |
INCOME TAX EXPENSE | 10,728 | 18,401 | 32,321 | 53,766 |
Net income | $ 18,947 | $ 33,378 | $ 62,066 | $ 96,433 |
DIVIDENDS DECLARED PER SHARE | $ 0.06 | $ 0 | $ 0.18 | $ 0 |
BASIC NET INCOME PER SHARE | 0.32 | 0.52 | 1.04 | 1.5 |
DILUTED NET INCOME PER SHARE | $ 0.3 | $ 0.51 | $ 0.99 | $ 1.45 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
NET INCOME | $ 18,947 | $ 33,378 | $ 62,066 | $ 96,433 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 57 | (288) | 829 | (944) |
Total other comprehensive income (loss) | 57 | (288) | 829 | (944) |
COMPREHENSIVE INCOME | $ 19,004 | $ 33,090 | $ 62,895 | $ 95,489 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net income | $ 62,066 | $ 96,433 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation | 12,709 | 12,241 |
Amortization of intangibles | 12,693 | 14,961 |
Net (gain) loss on the sale of assets | (8,060) | 40 |
Deferred income taxes | 59 | (935) |
Excess tax benefits from stock-based compensation | 0 | (509) |
Loss on debt extinguishment | 767 | 487 |
Stock-based compensation | 8,311 | 8,618 |
Impairment of goodwill | 0 | 1,663 |
Non-cash interest expense | 1,569 | 2,718 |
Changes in operating assets and liabilities | ||
Accounts receivable | 26,185 | (5,117) |
Inventories | (77,923) | (29,587) |
Prepaid expenses and other | (187) | (11,021) |
Accounts payable and accrued liabilities | 23,702 | 15,478 |
Other, net | (772) | 496 |
Net cash provided by operating activities | 61,119 | 105,966 |
Cash flows from investing activities | ||
Capital expenditures | (15,401) | (15,045) |
Proceeds from the sale of property, plant, and equipment | 12,608 | 14 |
Acquisition, net of cash acquired | (323,487) | 0 |
Other, net | 6,230 | 2,268 |
Net cash used in investing activities | (320,050) | (12,763) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 5,781 | 2,341 |
Borrowings under senior notes | 325,000 | 0 |
Excess tax benefits from stock-based compensation | 0 | 509 |
Dividends paid | (11,547) | 0 |
Borrowings under revolving credit facilities | 520 | 455 |
Payments under revolving credit facilities | (520) | (455) |
Principal payments under capital lease obligations | (416) | (633) |
Proceeds from issuance of term loan credit facility | 189,470 | 0 |
Principal payments under term loan credit facilities | (198,058) | (1,446) |
Principal payments under industrial revenue bond | (446) | (386) |
Debt issuance costs paid | (6,472) | 0 |
Stock repurchase | (46,633) | (40,739) |
Convertible senior notes repurchase | (7,513) | (42,061) |
Net cash used in financing activities | 249,166 | (82,415) |
Net increase in cash and cash equivalents | (9,765) | 10,788 |
Cash and cash equivalents at beginning of period | 163,467 | 178,853 |
Cash and cash equivalents at end of period | $ 153,702 | $ 189,641 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION The condensed consolidated financial statements of Wabash National Corporation (the “Company”) have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements contain all material adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company, its results of operations and cash flows. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. |
ACQUISITION OF SUPREME INDUSTRI
ACQUISITION OF SUPREME INDUSTRIES, INC. | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITION OF SUPREME INDUSTRIES, INC. | 2. ACQUISITION OF SUPREME INDUSTRIES, INC. On September 27, 2017, the Company completed the acquisition of Supreme Industries, Inc. (“Supreme”) following a cash tender offer by the Company for all outstanding shares of Supreme’s Class A and Class B common stock for $ 21 360.4 325 5.50 Supreme is one of the nation’s leading manufacturers of specialized commercial vehicles, including cutaway and dry-freight van bodies, refrigerated units, and stake bodies. Supreme has manufacturing facilities in Goshen and Ligonier, Indiana; Jonestown, Pennsylvania; Cleburne, Texas; Griffin, Georgia; and Moreno Valley, California. Supreme will be part of a new Final Mile Products segment to be established by the Company beginning in the fourth quarter of 2017. This acquisition allows us to accelerate our growth and expand our presence in the final mile space, with increased distribution paths and greater customer reach, and supports our objective to transform our business into a more diversified industrial manufacturer. The Company incurred various costs related to the Supreme acquisition including fees paid to an investment banker for acquisition services and the related bridge financing commitment as well as professional fees for diligence, legal and accounting totaling $ 8.7 Acquisition Expenses The aggregate purchase price of $360.4 million was allocated to the opening balance sheet of Supreme at September 27, 2017, the date of acquisition. The following initial allocation of the purchase price (in thousands) is preliminary and subject to adjustments as the Company has not finalized the valuations of the acquired assets, assumed liabilities and identifiable intangible assets, including goodwill: Cash $ 36,878 Accounts receivable 25,155 Inventories 34,258 Prepaid expense and other 10,070 Current assets 106,361 Property, plant, and equipment 62,293 Intangibles 158,000 Goodwill 165,400 Other assets 127 Total assets $ 492,181 Current portion of long term debt $ 7,167 Accounts payable $ 10,546 Other accrued liabilites $ 44,787 Current liabilities 62,500 Deferred income taxes 66,399 Long term liabilities 2,917 Total liabilities $ 131,816 Net assets acquired $ 360,365 Acquisition, net of cash acquired $ 323,487 158.0 Amount Useful Life Tradename $ 20,000 20 years Customer relationships 138,000 15 years $ 158,000 The Company plans to amortize the tradename intangible asset utilizing a straight-line approach and the customer relationship intangible asset using an accelerated method that follows the pattern in which the economic benefits of the asset is expected to be consumed. Amortization expense, including the intangible assets preliminarily recorded from the Supreme acquisition, is estimated to be $ 18.3 20.0 21.9 23.4 24.7 Goodwill of $ 165.4 2017 2016 Balance as of January 1 $ 148,367 $ 149,718 Acquisition of Supreme 165,400 Effects of foreign currency (141) 230 Impairment of goodwill - (1,663) Balance as of September 30 $ 313,626 $ 148,285 Unaudited Pro forma Results Since the Supreme acquisition took place on September 27, 2017, the operating activities of Supreme from the date of acquisition through September 30, 2017 were not considered material to the Company and were excluded from the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2017. Three Months Ended Nine Months Ended 2017 2016 2017 2016 Sales $ 496,761 $ 538,623 $ 1,454,599 $ 1,615,835 Net income $ 24,304 $ 34,483 $ 68,113 $ 103,785 The information presented above is for informational purposes only and is not necessarily indicative of the actual results that would have occurred had the acquisition been consummated at the beginning of the respective periods, nor is it necessarily indicative of future operating results of the combined companies under the ownership and management of the Company. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 3. INVENTORIES September 30, December 31, 2017 2016 Finished goods $ 121,805 $ 57,297 Raw materials and components 80,841 53,388 Work in progress 27,181 18,422 Used trailers 9,208 2,490 Aftermarket parts 6,639 8,356 $ 245,674 $ 139,953 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | 4. DEBT September 30, December 31, 2017 2016 Convertible senior notes due 2018 $ 44,841 $ 48,951 Senior notes due 2025 325,000 - Term loan credit agreement 188,049 189,470 Other debt 230 676 $ 558,120 $ 239,097 Less: unamortized discount and fees (7,419) (3,164) Less: current portion (46,081) (2,468) $ 504,620 $ 233,465 Convertible Senior Notes In April 2012, the Company issued Convertible Senior Notes due 2018 150 3.375 145.1 The Convertible Notes are convertible by their holders into cash, shares of the Company’s common stock or any combination thereof at the Company’s election, at an initial conversion rate of 85.4372 1,000 11.70 November 1, 2017 1,000 As of September 30, 2017, the Company determined that the Convertible Notes would be convertible during the calendar quarter ending December 31, 2017 based on the criteria above. If the Convertible Notes outstanding at September 30, 2017 had been converted as of September 30, 2017, the if-converted value would exceed the principal amount by approximately $ 43 The Company accounts separately for the liability and equity components of the Convertible Notes in accordance with authoritative guidance for convertible debt instruments that may be settled in cash upon conversion. The guidance requires the carrying amount of the liability component to be estimated by measuring the fair value of a similar liability that does not have an associated conversion feature. The Company determined that senior, unsecured corporate bonds traded on the market represent a similar liability to the Convertible Notes without the conversion option. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of the Convertible Notes to be 7.0 123.8 150.0 21.7 145.5 For the nine months ended September 30, 2017, the Company repurchased $ 4.1 7.5 82.0 98.9 0.1 0.5 Other, net The Company applies the treasury stock method in calculating the dilutive impact of the Convertible Notes. For the quarter ended September 30, 2017, the Convertible Notes had a dilutive impact. September 30, December 31, 2017 2016 Principal amount of the Notes outstanding $ 44,841 $ 48,951 Unamortized discount and fees of liability component (898) (2,183) Net carrying amount of liability component 43,943 46,768 Less: current portion (43,943) - Long-term debt $ - $ 46,768 Carrying value of equity component, net of issuance costs $ (7,373) $ (3,971) Remaining amortization period of discount on the liability component 0.6 years 1.3 years Interest Expense Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Contractual coupon interest expense $ 379 $ 809 $ 1,194 $ 2,541 Accretion of discount and fees on the liability component $ 374 $ 746 $ 1,159 $ 2,288 Senior Notes On September 26, 2017, the Company issued Senior Notes due 2025 (the “Senior Notes”) in an offering pursuant to Rule 144A or Regulation S under the Securities Act of 1933, as amended, with an aggregate principal amount of $ 325 The Senior Notes bear interest at the rate of 5.50% per annum from the date of issuance, and will pay interest semi-annually in cash on April 1 and October 1 of each year, beginning on April 1, 2018 318.9 October 1, 2025 The Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Senior Notes and related guarantees are the Company and the guarantors’ general unsecured senior obligations and are subordinate 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 Senior Notes are structurally subordinate to any existing and future debt of any of the Company’s subsidiaries that are not guarantors, to the extent of the assets of those subsidiaries. The indenture for the Senior Notes 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 Senior Notes are rated investment grade by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no Default (as defined in the indenture for the Senior Notes) has occurred and is continuing, many of such covenants will be suspended and the Company and its subsidiaries will not be subject to such covenants during such period. The indenture for the Senior Notes 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 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. Contractual coupon interest expense and accretion of discount and fees for the Senior Notes for the nine month period ended September 30, 2017 was $ 0.2 Interest Expense Revolving Credit Agreement In May 2012, the Company entered into the Amended and Restated Credit Agreement (as subsequently amended, the “Credit Agreement”), dated as of May 8, 2012, among the Company, certain subsidiaries of the Company from time to time party thereto (together with the Company, the “Borrowers”), the several lenders from time to time party thereto, and Wells Fargo Capital Finance, LLC, as arranger and administrative agent (the “Agent”). The Credit Agreement provides for, among other things, (x) a $ 175 The Revolving Credit Facility (i) bears interest, at the Borrowers’ election, at (x) LIBOR (subject to a floor of 0%) plus a margin ranging from 150 1.1 1.0 In connection with, and in order to permit under the Credit Agreement, the Senior Notes offering and the acquisition of Supreme, on August 16, 2017, the Company entered into the Third Amendment to the Credit Agreement (the “Third Amendment”). The Third Amendment also permitted the Company to incur certain other indebtedness in connection with the acquisition of Supreme and to acquire certain liens and obligations of Supreme upon the consummation of the acquisition. The Credit Agreement is guaranteed by certain of the Company’s subsidiaries (the “Revolver Guarantors”) and is secured by (i) first priority security interests (subject only to customary permitted liens and certain other permitted liens) in substantially all personal property of the Borrowers and the Revolver Guarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash or other assets in such accounts and, to the extent evidencing or otherwise related to such property, all general intangibles, licenses, intercompany debt, letter of credit rights, commercial tort claims, chattel paper, instruments, supporting obligations, documents and payment intangibles (collectively, the “Revolver Priority Collateral”), and (ii) second-priority liens on and security interests in (subject only to the liens securing the Term Loan Credit Agreement (as defined below), customary permitted liens and certain other permitted liens) (A) equity interests of each direct subsidiary held by the Borrower and each Revolver Guarantor (subject to customary limitations in the case of the equity of foreign subsidiaries), and (B) substantially all other tangible and intangible assets of the Borrowers and the Revolver Guarantors including equipment, general intangibles, intercompany notes, insurance policies, investment property, intellectual property and material owned real property (in each case, except to the extent constituting Revolver Priority Collateral) (collectively, the “Term Priority Collateral”). The respective priorities of the security interests securing the Credit Agreement and the Term Loan Credit Agreement are governed by an Intercreditor Agreement between the Revolver Agent and the Term Agent (as defined below) (the “Intercreditor Agreement”). The Credit Agreement contains customary covenants limiting the Company’s ability to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, pay off subordinated indebtedness, make investments and dispose of assets. Subject to the terms of the Intercreditor Agreement, if the covenants under the Credit Agreement are breached, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customary events of default in the Credit Agreement include, without limitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain other indebtedness, and the incurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 30 days. As of September 30, 2017, the Company had no outstanding borrowings under the Credit Agreement and was in compliance with all covenants. The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $ 323.3 Term Loan Credit Agreement In May 2012, the Company entered into the Term Loan Credit Agreement (as amended, the “Term Loan Credit Agreement”), dated as of May 8, 2012, among the Company, the several lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent (the “Term Agent”), joint lead arranger and joint bookrunner, and Wells Fargo Securities, LLC, as joint lead arranger and joint bookrunner, which provides for, among other things, (x) a senior secured term loan of $ 189.5 The Term Loans amortize in equal quarterly installments in aggregate amounts equal to 0.25 In connection with, and in order to permit under the Term Loan Credit Agreement, the Senior Notes offering and the acquisition of Supreme, on August 18, 2017, the Company entered into Amendment No. 4 to the Term Loan Credit Agreement (“Amendment No. 4”). Amendment No. 4 also permitted the Company to incur certain other indebtedness in connection with the Supreme acquisition and to acquire certain liens and obligations of Supreme upon the consummation of the Supreme acquisition. The Term Loan Credit Agreement is guaranteed by certain of the Company’s subsidiaries, and is secured by (i) first-priority liens on and security interests in the Term Priority Collateral, and (ii) second-priority security interests in the Revolver Priority Collateral. The Term Loan Credit Agreement contains customary covenants limiting the Company’s ability to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, pay off subordinated indebtedness, make investments and dispose of assets. Subject to the terms of the Intercreditor Agreement, if the covenants under the Term Loan Credit Agreement are breached, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customary events of default in the Term Loan Credit Agreement include, without limitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain other indebtedness, and the incurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 60 days. For the nine months ended September 30, 2017 and 2016, under the Term Loan Credit Agreement the Company paid interest of $ 5.7 6.2 1.4 0.6 Other, net 188.0 1.9 For both the nine month periods ending September 30, 2017 and 2016, the Company incurred charges of $0.1 million for amortization of fees and original issuance discount, which are included in Interest Expense |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
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, $ 1.3 13.1 Additionally, upon the Company’s acquisition of Supreme, the Company acquired a pool of investments made by Supreme’s wholly owned captive insurance subsidiary. These investments are comprised of mutual funds, $ 2.9 Estimated Fair Value of Debt The estimated fair value of debt at September 30, 2017 consists primarily of the Convertible Senior Notes due 2018, Senior Notes due 2025 and borrowings under the Term Loan Credit Agreement (see Note 4). The fair value of the Convertible Senior Notes due 2018, Senior Notes due 2025, Term Loan Credit Agreement and the Revolving Credit Facility are based upon third party pricing sources, which generally do not represent daily market activity or represent data obtained from an exchange, and are classified as Level 2. The interest rates on the Company’s borrowings under the Revolving Credit Facility are adjusted regularly to reflect current market rates and thus carrying value approximates fair value for these borrowings. All other debt and capital lease obligations approximate their fair value as determined by discounted cash flows and are classified as Level 3. September 30, 2017 December 31, 2016 Carrying Fair Value Carrying Fair Value Value Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Instrument Convertible senior notes due 2018 $ 43,943 $ - $ 89,108 $ - $ 46,768 $ - $ 69,721 $ - Senior notes due 2025 319,309 - 331,500 - - - - - Term loan credit agreement 187,250 - 188,519 - 188,540 - 189,470 - Other debt 199 - - 199 625 - - 625 Capital lease obligations 1,487 - - 1,487 1,903 - - 1,903 $ 552,188 $ - $ 609,127 $ 1,686 $ 237,836 $ - $ 259,191 $ 2,528 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
Share-based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | 6. STOCK-BASED COMPENSATION The Company recognizes all share-based payments based upon their fair value. The Company values stock option awards using a binomial option-pricing model, which incorporates various assumptions including expected volatility, expected term, dividend yield and risk-free interest rates. The expected volatility is based upon the Company’s historical experience. The expected term represents the period of time that options granted are expected to be outstanding. The risk-free interest rate utilized for periods throughout the contractual life of the options are based upon U.S. Treasury security yields at the time of grant. The Company grants restricted stock units subject to service, performance and/or market conditions. The Company’s policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. The fair value of service and performance based units is based on the market price of a share of underlying common stock at the date of grant. The fair value of the market based units is based on a lattice valuation model. The amount of compensation costs related to stock options, restricted stock units and performance units not yet recognized was $ 14.5 |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES The Company is involved in a number of legal proceedings concerning matters arising in connection with the conduct of its business activities, and is periodically subject to governmental examinations (including by regulatory and tax authorities), and information gathering requests (collectively, "governmental examinations"). As of September 30, 2017, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations in various jurisdictions, both in the United States and internationally. The Company has recorded liabilities for certain of its outstanding legal proceedings and governmental examinations. A liability is accrued when it is both (a) probable that a loss with respect to the legal proceeding has occurred and (b) the amount of loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings and governmental examinations that could cause an increase or decrease in the amount of the liability that has been previously accrued. These legal proceedings, as well as governmental examinations, involve various lines of business of the Company and a variety of claims (including common law tort, contract, antitrust and consumer protection claims), some of which present novel factual allegations and/or unique legal theories. While some matters pending against the Company specify the damages claimed by the plaintiff, many seek a not-yet-quantified amount of damages or are at very early stages of the legal process. Even when the amount of damages claimed against the Company are stated, the claimed amount may be exaggerated and/or unsupported. As a result, it is not currently possible to estimate a range of possible loss beyond previously accrued liabilities relating to some matters including those described below. Such previously accrued liabilities may not represent the Company's maximum loss exposure. The legal proceedings and governmental examinations underlying the estimated range will change from time to time and actual results may vary significantly from the currently accrued liabilities. Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believes it is not a party to, nor are any of its properties the subject of, any pending legal proceeding or governmental examination other than the matters below, which are addressed individually, that would have a material adverse effect on the Company's consolidated financial condition or liquidity if determined in a manner adverse to the Company. However, in light of the uncertainties involved in such matters, the ultimate outcome of a particular matter could be material to the Company's operating results for a particular period depending on, among other factors, the size of the loss or liability imposed and the level of the Company's income for that period. Costs associated with the litigation and settlements of legal matters are reported within General and Administrative Expenses Brazil Joint Venture In March 2001, Bernard Krone Indústria e Comércio de Máquinas Agrícolas Ltda. (“BK”) filed suit against the Company in the Fourth Civil Court of Curitiba in the State of Paraná, Brazil. Because of the bankruptcy of BK, this proceeding is now pending before the Second Civil Court of Bankruptcies and Creditors Reorganization of Curitiba, State of Paraná (No. 232/99). The case grows out of a joint venture agreement between BK and the Company related to marketing of RoadRailer trailers in Brazil and other areas of South America. When BK was placed into the Brazilian equivalent of bankruptcy late in 2000, the joint venture was dissolved. BK subsequently filed its lawsuit against the Company alleging that it was forced to terminate business with other companies because of the exclusivity and non-compete clauses purportedly found in the joint venture agreement. BK asserted damages, exclusive of any potentially court-imposed interest or inflation adjustments, of approximately R$ 20.8 A bench (non-jury) trial was held on March 30, 2010 in Curitiba, Paraná, Brazil. On November 22, 2011, the Fourth Civil Court of Curitiba partially granted BK’s claims, and ordered Wabash to pay BK lost profits, compensatory, economic and moral damages in excess of the amount of compensatory damages asserted by BK. The total ordered damages amount was approximately R$ 26.7 8.4 Intellectual Property In October 2006, the Company filed a patent infringement suit against Vanguard National Corporation (“Vanguard”) regarding the Company’s U.S. Patent Nos. 6,986,546 and 6,220,651 in the U.S. District Court for the Northern District of Indiana (Civil Action No. 4:06-cv-135). The Company amended the Complaint in April 2007. In May 2007, Vanguard filed its Answer to the Amended Complaint, along with Counterclaims seeking findings of non-infringement, invalidity, and unenforceability of the subject patents. The Company filed a reply to Vanguard’s counterclaims in May 2007, denying any wrongdoing or merit to the allegations as set forth in the counterclaims. The case was stayed by agreement of the parties while the U.S. Patent and Trademark Office (“Patent Office”) undertook a reexamination of U.S. Patent No. 6,986,546. In June 2010, the Patent Office notified the Company that the reexamination was completed and the Patent Office reissued U.S. Patent No. 6,986,546 without cancelling any claims of the patent. The parties have not yet petitioned the Court to lift the stay, and it is unknown at this time when the parties may do so. The Company believes that its claims against Vanguard have merit and that the claims asserted by Vanguard are without merit. The Company intends to vigorously defend its position and intellectual property. The Company believes that the resolution of this lawsuit will not have a material adverse effect on its financial position, liquidity or future results of operations. However, at this stage of the proceeding, no assurance can be given as to the ultimate outcome of the case. Walker Acquisition In connection with the Company’s acquisition of Walker in May 2012, there is an outstanding claim of approximately $ 2.9 Environmental Disputes In August 2014, the Company was noticed as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (“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 (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 (“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 or 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. Bulk Tank International, S. de R.L. de C.V. (“Bulk”), one of the companies acquired in the Walker acquisition, entered into agreements in 2011 with the Mexican federal environmental agency, PROFEPA, and the applicable state environmental agency, PROPAEG, pursuant to PROFEPA’s and PROPAEG’s respective environmental audit programs to resolve noncompliance with federal and state environmental laws at Bulk’s Guanajuato facility. Bulk completed all required corrective actions, received a Certification of Clean Industry from PROPAEG and, effective May 27, 2017, received the same certification from PROFEPA. As a result, the Company does not expect that this matter will have a material adverse effect on its financial condition or results of operations. In January 2006, the Company received a letter from the North Carolina Department of Environment and Natural Resources indicating that a site that the Company formerly owned near Charlotte, North Carolina has been included on the state's October 2005 Inactive Hazardous Waste Sites Priority List. The letter states that the Company was being notified in fulfillment of the state's “statutory duty” to notify those who own and those who at present are known to be responsible for each Site on the Priority List. Following receipt of this notice, no action has ever been requested from the Company, and since 2006 the Company has not received any further communications regarding this matter from the state of North Carolina. The Company does not expect that this designation will have a material adverse effect on its financial condition or results of operations. Supreme Litigation Prior to the Company’s acquisition of Supreme, a complaint was filed against Supreme Corporation, a subsidiary of Supreme, in a suit (SVI, Inc. v. Supreme Corporation, Hometown Trolley (a/k/a Double K, Inc.) and Dustin Pence) in the United States District Court, District of Nevada on May 16, 2016. The plaintiff is Supreme’s former trolley distributor. The plaintiff filed an amended complaint on January 3, 2017, which alleges that Supreme’s sale of its trolley assets to another trolley manufacturer was improper. Supreme filed a motion to dismiss, which was granted in part on May 30, 2017. The remaining claims alleged against Supreme include: (i) misappropriation of trade secrets; (ii) civil conspiracy/collusion; (iii) tortious interference with contractual relationships; (iv) breach of contract; and (v) breach of the covenant of good faith and fair dealing. The plaintiff alleges damages amounting to approximately $ 40,000,000 Prior to the Company’s acquisition of Supreme on November 4, 2016, a putative class action lawsuit was filed against the Company’s newly acquired subsidiary, Supreme, Mark D. Weber (Supreme’s Chief Executive Officer) and Matthew W. Long (Supreme’s former Chief Financial Officer) in the United States District Court for the Central District of California alleging the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 by making material, misleading statements in July 2016 regarding projected backlog. The plaintiff seeks to recover unspecified damages. On February 14, 2017, the court transferred the venue of the case to the Northern District of Indiana upon the joint stipulation of the plaintiff and the defendants. An amended complaint was filed on April 24, 2017 challenging statements made during a putative class period of October 22, 2015 through October 21, 2016. Due to the inherent risk of litigation, the outcome of this case is uncertain and unpredictable; management is vigorously defending the matter. As a result, management does not believe this matter will have a material adverse effect on its financial condition or results of operations. Consigned Inventories The Company, through our subsidiary Supreme, obtains most vehicle chassis for its specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and to a lesser extent, for unallocated orders. Although each manufacturer’s agreement has different terms and conditions, the agreements generally state that the manufacturer will provide a supply of chassis to be maintained from time to time at the Company’s various 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. The manufacturer transfers the chassis to the Company on a “restricted basis,” retaining 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 General Motors and Ally Bank, the Company has not historically settled, nor expects to in the future settle, any related obligations in cash. Instead, the obligation is settled by General Motors upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by General Motors. Accordingly, the Company accounts for the chassis as consigned inventory belonging to the manufacturer. 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 General Motors 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. At September 30, 2017, chassis inventory, accounted for as consigned inventory to the Company by the manufacturers, aggregated approximately $ 13.0 |
NET INCOME PER SHARE
NET INCOME PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | 8. NET INCOME PER SHARE Per share results have been calculated based on the average number of common shares outstanding. Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Basic net income per share: Net income applicable to common stockholders $ 18,947 $ 33,378 $ 62,066 $ 96,433 Weighted average common shares outstanding 58,994 63,604 59,675 64,488 Basic net income per share $ 0.32 $ 0.52 $ 1.04 $ 1.50 Diluted net income per share: Net income applicable to common stockholders $ 18,947 $ 33,378 $ 62,066 $ 96,433 Weighted average common shares outstanding 58,994 63,604 59,675 64,488 Dilutive shares from assumed conversion of convertible senior notes 1,701 1,172 1,713 743 Dilutive stock options and restricted stock 1,540 1,256 1,527 1,222 Diluted weighted average common shares outstanding 62,235 66,032 62,915 66,453 Diluted net income per share $ 0.30 $ 0.51 $ 0.99 $ 1.45 Average diluted shares outstanding for the three and nine month periods ended September 30, 2016 exclude options to purchase common shares totaling 426 556 11.70 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES The Company recognized income tax expense of $ 32.3 53.8 34.2 35.8 35 |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | 10. OTHER ACCRUED LIABILITIES Other Accrued Liabilities September 30, December 31, 2017 2016 Customer deposits $ 30,702 $ 19,302 Payroll and related taxes 29,523 26,793 Warranty 21,107 20,520 Self-insurance 11,469 8,387 Accrued taxes 7,320 6,400 All other 12,765 10,912 $ 112,886 $ 92,314 Other Accrued Liabilities September 30, September 30, 2017 2016 Balance as of January 1 $ 20,520 $ 19,709 Provision for warranties issued in current year 4,159 5,368 Supreme Acquisition 1,581 - (Recovery of) Provision for pre-existing warranties (225) 126 Payments (4,928) (4,918) Balance as of September 30 $ 21,107 $ 20,285 The Company offers a limited warranty for its products with a coverage period that ranges between one and five years, except that the coverage period for DuraPlate ® |
SEGMENTS
SEGMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS a. Segment Reporting The Commercial Trailer Products segment manufactures standard and customized van and platform trailers, truck bodies and other transportation related equipment to customers who purchase directly from the Company, through independent dealers or Company owned branch locations through which the Company offers additional service and support. The Diversified Products segment, comprised of four strategic business units including, Tank Trailer, Aviation & Truck Equipment, Process Systems and Composites, focuses on the Company’s commitment to expand its customer base, diversify its product offerings and revenues and extend its market leadership by leveraging its proprietary DuraPlate ® The Company has not allocated certain corporate related administrative costs, interest and income taxes included in the corporate and eliminations segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost plus a specified mark-up. As a result of the Supreme acquisition which took place on September 27, 2017, the operating activities of Supreme from the date of acquisition through September 30, 2017 were not material to the Company and were excluded from the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2017. Supreme assets as of September 30, 2017, which are considered preliminary and subject to adjustment, are presented within the corporate and eliminations segment. Beginning with the fourth quarter of 2017, the Company expects to implement a new reporting segment referred to as the Final Mile Products segment, which will include the Supreme operations and certain other truck body operations currently in the Company’s Commercial Trailer Products segment. Commercial Diversified Corporate and Three Months Ended September 30, Trailer Products Products Eliminations Consolidated 2017 Net Sales External Customers $ 339,494 $ 85,604 $ - $ 425,098 Intersegment Sales (2) 3,246 (3,244) - Total Net Sales $ 339,492 $ 88,850 $ (3,244) $ 425,098 Income (Loss) from operations $ 36,319 $ 5,178 $ (14,906) $ 26,591 Assets $ 362,209 $ 356,147 $ 660,771 $ 1,379,127 2016 Net Sales External Customers $ 380,514 $ 83,758 $ - $ 464,272 Intersegment Sales - 3,692 (3,692) - Total Net Sales $ 380,514 $ 87,450 $ (3,692) $ 464,272 Income (Loss) from operations $ 55,043 $ 6,224 $ (6,412) $ 54,855 Assets $ 362,337 $ 386,255 $ 243,225 $ 991,817 Commercial Diversified Corporate and Nine Months Ended September 30, Trailer Products Products Eliminations Consolidated 2017 Net Sales External Customers $ 962,371 $ 261,346 $ - $ 1,223,717 Intersegment Sales 50 8,241 (8,291) - Total Net Sales $ 962,421 $ 269,587 $ (8,291) $ 1,223,717 Income (Loss) from operations $ 111,865 $ 14,844 $ (31,186) $ 95,523 Assets $ 362,209 $ 356,147 $ 660,771 $ 1,379,127 2016 Net Sales External Customers $ 1,126,752 $ 256,635 $ - $ 1,383,387 Intersegment Sales 15 9,974 (9,989) - Total Net Sales $ 1,126,767 $ 266,609 $ (9,989) $ 1,383,387 Income (Loss) from operations $ 162,435 $ 23,471 $ (23,995) $ 161,911 Assets $ 362,337 $ 386,255 $ 243,225 $ 991,817 b. Product Information Commercial Diversified Corporate and Trailer Products Products Eliminations Consolidated Three Months Ended September 30, $ $ $ $ % 2017 New Trailers 319,463 35,225 - 354,688 83.4 Used Trailers 3,245 601 - 3,846 0.9 Components, parts and service 12,255 27,881 (3,244) 36,892 8.7 Equipment and other 4,529 25,143 - 29,672 7.0 Total net sales 339,492 88,850 (3,244) 425,098 100.0 2016 New Trailers 360,023 32,280 (89) 392,214 84.5 Used Trailers 2,923 621 - 3,544 0.8 Components, parts and service 14,038 29,308 (3,603) 39,743 8.6 Equipment and other 3,530 25,241 - 28,771 6.1 Total net sales 380,514 87,450 (3,692) 464,272 100.0 Nine Months Ended September 30, 2017 New Trailers 906,058 99,210 - 1,005,268 82.1 Used Trailers 5,368 2,457 - 7,825 0.6 Components, parts and service 38,100 93,750 (8,291) 123,559 10.1 Equipment and other 12,895 74,170 - 87,065 7.2 Total net sales 962,421 269,587 (8,291) 1,223,717 100.0 2016 New Trailers 1,061,819 96,285 (89) 1,158,015 83.7 Used Trailers 10,202 2,615 - 12,817 0.9 Components, parts and service 43,108 88,653 (9,900) 121,861 8.8 Equipment and other 11,638 79,056 - 90,694 6.6 Total net sales 1,126,767 266,609 (9,989) 1,383,387 100.0 |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash, |
ACQUISITION OF SUPREME INDUST19
ACQUISITION OF SUPREME INDUSTRIES, INC. (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The aggregate purchase price of $360.4 million was allocated to the opening balance sheet of Supreme at September 27, 2017, the date of acquisition. The following initial allocation of the purchase price (in thousands) is preliminary and subject to adjustments as the Company has not finalized the valuations of the acquired assets, assumed liabilities and identifiable intangible assets, including goodwill: Cash $ 36,878 Accounts receivable 25,155 Inventories 34,258 Prepaid expense and other 10,070 Current assets 106,361 Property, plant, and equipment 62,293 Intangibles 158,000 Goodwill 165,400 Other assets 127 Total assets $ 492,181 Current portion of long term debt $ 7,167 Accounts payable $ 10,546 Other accrued liabilites $ 44,787 Current liabilities 62,500 Deferred income taxes 66,399 Long term liabilities 2,917 Total liabilities $ 131,816 Net assets acquired $ 360,365 Acquisition, net of cash acquired $ 323,487 |
Intangible Assets | Intangible assets totaling $ 158.0 Amount Useful Life Tradename $ 20,000 20 years Customer relationships 138,000 15 years $ 158,000 |
Goodwill | The change in the carrying amount of goodwill for the nine months ended September 30, 2017 and 2016 were as follows (in thousands): 2017 2016 Balance as of January 1 $ 148,367 $ 149,718 Acquisition of Supreme 165,400 Effects of foreign currency (141) 230 Impairment of goodwill - (1,663) Balance as of September 30 $ 313,626 $ 148,285 |
Pro Forma Information | The following unaudited pro forma information is shown below as if the acquisition of Supreme had been completed as of the beginning of the earliest period presented (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Sales $ 496,761 $ 538,623 $ 1,454,599 $ 1,615,835 Net income $ 24,304 $ 34,483 $ 68,113 $ 103,785 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories are stated at the lower of cost, determined either on the first-in, first-out or average cost method, or market. The cost of manufactured inventory includes raw materials, labor and overhead. Inventories consist of the following (in thousands): September 30, December 31, 2017 2016 Finished goods $ 121,805 $ 57,297 Raw materials and components 80,841 53,388 Work in progress 27,181 18,422 Used trailers 9,208 2,490 Aftermarket parts 6,639 8,356 $ 245,674 $ 139,953 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consists of the following (in thousands): September 30, December 31, 2017 2016 Convertible senior notes due 2018 $ 44,841 $ 48,951 Senior notes due 2025 325,000 - Term loan credit agreement 188,049 189,470 Other debt 230 676 $ 558,120 $ 239,097 Less: unamortized discount and fees (7,419) (3,164) Less: current portion (46,081) (2,468) $ 504,620 $ 233,465 |
Maturities of Long-Term Debt | The following table summarizes information about the equity and liability components of the Convertible Notes (dollars in thousands). September 30, December 31, 2017 2016 Principal amount of the Notes outstanding $ 44,841 $ 48,951 Unamortized discount and fees of liability component (898) (2,183) Net carrying amount of liability component 43,943 46,768 Less: current portion (43,943) - Long-term debt $ - $ 46,768 Carrying value of equity component, net of issuance costs $ (7,373) $ (3,971) Remaining amortization period of discount on the liability component 0.6 years 1.3 years |
Contractual Coupon Interest Expense and Accretion Of Discount On Liability | Contractual coupon interest expense and accretion of discount and fees on the liability component for the Convertible Notes for the three and nine month periods ended September 30, 2017 and 2016 included in Interest Expense Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Contractual coupon interest expense $ 379 $ 809 $ 1,194 $ 2,541 Accretion of discount and fees on the liability component $ 374 $ 746 $ 1,159 $ 2,288 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Accounted For at Fair Value on Recurring Basis | The Company’s carrying and estimated fair value of debt at September 30, 2017 and December 31, 2016 were as follows: September 30, 2017 December 31, 2016 Carrying Fair Value Carrying Fair Value Value Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Instrument Convertible senior notes due 2018 $ 43,943 $ - $ 89,108 $ - $ 46,768 $ - $ 69,721 $ - Senior notes due 2025 319,309 - 331,500 - - - - - Term loan credit agreement 187,250 - 188,519 - 188,540 - 189,470 - Other debt 199 - - 199 625 - - 625 Capital lease obligations 1,487 - - 1,487 1,903 - - 1,903 $ 552,188 $ - $ 609,127 $ 1,686 $ 237,836 $ - $ 259,191 $ 2,528 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of basic and diluted net income per share is determined using net income applicable to common stockholders as the numerator and the number of shares included in the denominator as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Basic net income per share: Net income applicable to common stockholders $ 18,947 $ 33,378 $ 62,066 $ 96,433 Weighted average common shares outstanding 58,994 63,604 59,675 64,488 Basic net income per share $ 0.32 $ 0.52 $ 1.04 $ 1.50 Diluted net income per share: Net income applicable to common stockholders $ 18,947 $ 33,378 $ 62,066 $ 96,433 Weighted average common shares outstanding 58,994 63,604 59,675 64,488 Dilutive shares from assumed conversion of convertible senior notes 1,701 1,172 1,713 743 Dilutive stock options and restricted stock 1,540 1,256 1,527 1,222 Diluted weighted average common shares outstanding 62,235 66,032 62,915 66,453 Diluted net income per share $ 0.30 $ 0.51 $ 0.99 $ 1.45 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | The following table presents major components of Other Accrued Liabilities September 30, December 31, 2017 2016 Customer deposits $ 30,702 $ 19,302 Payroll and related taxes 29,523 26,793 Warranty 21,107 20,520 Self-insurance 11,469 8,387 Accrued taxes 7,320 6,400 All other 12,765 10,912 $ 112,886 $ 92,314 |
Changes in product warranty accrual | The following table presents the changes in the product warranty accrual included in Other Accrued Liabilities September 30, September 30, 2017 2016 Balance as of January 1 $ 20,520 $ 19,709 Provision for warranties issued in current year 4,159 5,368 Supreme Acquisition 1,581 - (Recovery of) Provision for pre-existing warranties (225) 126 Payments (4,928) (4,918) Balance as of September 30 $ 21,107 $ 20,285 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Commercial Diversified Corporate and Three Months Ended September 30, Trailer Products Products Eliminations Consolidated 2017 Net Sales External Customers $ 339,494 $ 85,604 $ - $ 425,098 Intersegment Sales (2) 3,246 (3,244) - Total Net Sales $ 339,492 $ 88,850 $ (3,244) $ 425,098 Income (Loss) from operations $ 36,319 $ 5,178 $ (14,906) $ 26,591 Assets $ 362,209 $ 356,147 $ 660,771 $ 1,379,127 2016 Net Sales External Customers $ 380,514 $ 83,758 $ - $ 464,272 Intersegment Sales - 3,692 (3,692) - Total Net Sales $ 380,514 $ 87,450 $ (3,692) $ 464,272 Income (Loss) from operations $ 55,043 $ 6,224 $ (6,412) $ 54,855 Assets $ 362,337 $ 386,255 $ 243,225 $ 991,817 Commercial Diversified Corporate and Nine Months Ended September 30, Trailer Products Products Eliminations Consolidated 2017 Net Sales External Customers $ 962,371 $ 261,346 $ - $ 1,223,717 Intersegment Sales 50 8,241 (8,291) - Total Net Sales $ 962,421 $ 269,587 $ (8,291) $ 1,223,717 Income (Loss) from operations $ 111,865 $ 14,844 $ (31,186) $ 95,523 Assets $ 362,209 $ 356,147 $ 660,771 $ 1,379,127 2016 Net Sales External Customers $ 1,126,752 $ 256,635 $ - $ 1,383,387 Intersegment Sales 15 9,974 (9,989) - Total Net Sales $ 1,126,767 $ 266,609 $ (9,989) $ 1,383,387 Income (Loss) from operations $ 162,435 $ 23,471 $ (23,995) $ 161,911 Assets $ 362,337 $ 386,255 $ 243,225 $ 991,817 |
Major Product Categories and Percentage of Consolidated Net Sales | The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and service and (4) equipment and other. The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Commercial Diversified Corporate and Trailer Products Products Eliminations Consolidated Three Months Ended September 30, $ $ $ $ % 2017 New Trailers 319,463 35,225 - 354,688 83.4 Used Trailers 3,245 601 - 3,846 0.9 Components, parts and service 12,255 27,881 (3,244) 36,892 8.7 Equipment and other 4,529 25,143 - 29,672 7.0 Total net sales 339,492 88,850 (3,244) 425,098 100.0 2016 New Trailers 360,023 32,280 (89) 392,214 84.5 Used Trailers 2,923 621 - 3,544 0.8 Components, parts and service 14,038 29,308 (3,603) 39,743 8.6 Equipment and other 3,530 25,241 - 28,771 6.1 Total net sales 380,514 87,450 (3,692) 464,272 100.0 Nine Months Ended September 30, 2017 New Trailers 906,058 99,210 - 1,005,268 82.1 Used Trailers 5,368 2,457 - 7,825 0.6 Components, parts and service 38,100 93,750 (8,291) 123,559 10.1 Equipment and other 12,895 74,170 - 87,065 7.2 Total net sales 962,421 269,587 (8,291) 1,223,717 100.0 2016 New Trailers 1,061,819 96,285 (89) 1,158,015 83.7 Used Trailers 10,202 2,615 - 12,817 0.9 Components, parts and service 43,108 88,653 (9,900) 121,861 8.8 Equipment and other 11,638 79,056 - 90,694 6.6 Total net sales 1,126,767 266,609 (9,989) 1,383,387 100.0 |
Purchase Price Allocation (Deta
Purchase Price Allocation (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Sep. 27, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill | $ 313,626 | $ 148,285 | $ 148,367 | $ 149,718 | |
Acquisition, net of cash acquired | $ 323,487 | $ 0 | |||
Supreme Industries Inc. [Member] | |||||
Cash | $ 36,878 | ||||
Accounts receivable | 25,155 | ||||
Inventories | 34,258 | ||||
Prepaid expense and other | 10,070 | ||||
Current assets | 106,361 | ||||
Property, plant, and equipment | 62,293 | ||||
Intangibles | 158,000 | ||||
Goodwill | 165,400 | ||||
Other assets | 127 | ||||
Total assets | 492,181 | ||||
Current portion of long term debt | 7,167 | ||||
Accounts payable | 10,546 | ||||
Other accrued liabilites | 44,787 | ||||
Current liabilities | 62,500 | ||||
Deferred income taxes | 66,399 | ||||
Long term liabilities | 2,917 | ||||
Total liabilities | 131,816 | ||||
Acquisition | 360,365 | ||||
Acquisition, net of cash acquired | $ 323,487 |
Intangible Assets (Detail)
Intangible Assets (Detail) - Supreme Industries Inc. [Member] $ in Thousands | 1 Months Ended |
Sep. 27, 2017USD ($) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 158,000 |
Trade Names [Member] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 20,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years |
Customer Relationships [Member] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 138,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years |
Goodwill (Detail)
Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Balance | $ 148,367 | $ 149,718 | ||
Acquisition of Supreme | 165,400 | |||
Effects of foreign currency | (141) | 230 | ||
Impairment of goodwill | $ 0 | $ 0 | 0 | (1,663) |
Balance | $ 313,626 | $ 148,285 | $ 313,626 | $ 148,285 |
Pro Forma Information (Detail)
Pro Forma Information (Detail) - Supreme Industries Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Sales | $ 496,761 | $ 538,623 | $ 1,454,599 | $ 1,615,835 |
Net income | $ 24,304 | $ 34,483 | $ 68,113 | $ 103,785 |
Acquisition of supreme indust30
Acquisition of supreme industries, Inc. - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 27, 2017 | Sep. 26, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combination, Acquisition Related Costs | $ 8,704 | $ 0 | $ 8,704 | $ 0 | ||||
Goodwill | 313,626 | $ 148,285 | 313,626 | $ 148,285 | $ 148,367 | $ 149,718 | ||
Senior Notes [Member] | ||||||||
Proceeds from Issuance of Senior Long-term Debt | $ 325,000 | $ 318,900 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | |||||||
Debt Instrument, Maturity Date | Oct. 1, 2025 | Oct. 1, 2025 | ||||||
Supreme Industries Inc. [Member] | ||||||||
Business Acquisition, Share Price | $ 21 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 158,000 | |||||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 18,300 | 18,300 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 20,000 | 20,000 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 21,900 | 21,900 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 23,400 | 23,400 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 24,700 | $ 24,700 | ||||||
Goodwill | 165,400 | |||||||
Class A and Class B [Member] | Supreme Industries Inc. [Member] | ||||||||
Payments to Acquire Businesses, Gross | $ 360,400 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Finished goods | $ 121,805 | $ 57,297 |
Raw materials and components | 80,841 | 53,388 |
Work in progress | 27,181 | 18,422 |
Used trailers | 9,208 | 2,490 |
Aftermarket parts | 6,639 | 8,356 |
Total, Inventories | $ 245,674 | $ 139,953 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 27, 2017USD ($) | Sep. 26, 2017USD ($) | Feb. 24, 2017 | Jun. 30, 2015USD ($) | May 31, 2012USD ($) | Apr. 30, 2012USD ($) | Sep. 30, 2017USD ($)$ / shares | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 558,120,000 | $ 558,120,000 | $ 239,097,000 | |||||||||
Interest expense | 3,187,000 | $ 3,906,000 | 9,065,000 | $ 11,938,000 | ||||||||
Gains (losses) on extinguishment of debt, total | (767,000) | (487,000) | ||||||||||
Amortization of Debt Issuance Costs and Discounts | 100,000 | 100,000 | ||||||||||
Shareholders' Equity | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, repurchase amount | 4,100,000 | 4,100,000 | 82,000,000 | |||||||||
Debt instrument, repurchased face amount | 7,500,000 | 7,500,000 | ||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, current liabilities, long-term debt | 98,900,000 | |||||||||||
Gains (losses) on extinguishment of debt, total | $ 600,000 | $ 100,000 | 500,000 | |||||||||
Convertible Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes issued, aggregate principal amount | $ 150,000,000 | |||||||||||
Notes issued, interest rate | 3.375% | |||||||||||
Proceeds from Notes Payable | $ 145,100,000 | |||||||||||
Convertible Senior Notes | Walker Group Holdings LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument Maturity Year | 2,018 | |||||||||||
Unsecured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes initial conversion rate per 1,000 in principal amount | 85.4372 | |||||||||||
Principal amount of notes conversation for 85.4372 shares of common stock | $ 1,000 | $ 1,000 | ||||||||||
Notes initial conversion price | $ / shares | $ 11.70 | $ 11.70 | ||||||||||
Convertible notes, conversation date | Nov. 1, 2017 | |||||||||||
Proceeds from notes issued | $ 1,000 | |||||||||||
Unsecured Debt | Convertible Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes issued, aggregate principal amount | $ 150,000,000 | $ 150,000,000 | ||||||||||
Number of consecutive trading days | 30 days | |||||||||||
Estimated implied interest rate | 7.00% | 7.00% | ||||||||||
Fair value of liability component upon issuance | $ 123,800,000 | $ 123,800,000 | ||||||||||
Difference between cash proceeds before offering expenses and the estimated fair value of liability component | 21,700,000 | 21,700,000 | ||||||||||
Proceeds from issuance of convertible senior notes | 145,500,000 | |||||||||||
Debt Conversion, Converted Instrument, Amount | 43,000,000 | |||||||||||
Amended Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest Paid | 5,700,000 | $ 6,200,000 | ||||||||||
Long-term debt | 1,400,000 | 1,400,000 | ||||||||||
Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes issued, aggregate principal amount | $ 325,000,000 | |||||||||||
Notes issued, interest rate | 5.50% | |||||||||||
Notes issued, interest payment frequency | The Senior Notes bear interest at the rate of 5.50% per annum from the date of issuance, and will pay interest semi-annually in cash on April 1 and October 1 of each year, beginning on April 1, 2018 | |||||||||||
Fair value of liability component upon issuance | 319,309,000 | 319,309,000 | 0 | |||||||||
Credit facility, maturity date | Oct. 1, 2025 | Oct. 1, 2025 | ||||||||||
Long-term debt | 325,000,000 | 325,000,000 | 0 | |||||||||
Interest expense | $ 200,000 | |||||||||||
Proceeds from Issuance of Senior Long-term Debt | $ 325,000,000 | $ 318,900,000 | ||||||||||
Debt Instrument, Redemption, Description | The Senior Notes will mature on October 1, 2025. At any time prior to October 1, 2020, the Company may redeem some or all of the Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes being redeemed plus an applicable make-whole premium set forth in theindenture for the Senior Notes and accrued and unpaid interest to, but not including, the redemption date. Prior to October 1, 2020, the Company may redeem up to 40% of the Senior Notes at a redemption price of 105.50% 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 Senior Notes remains outstanding. On and after October 1, 2020, the Company may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.750% for the twelve-month period beginning on October 1, 2020, 101.375% for the twelve-month period beginning October 1, 2021, and 100.000% beginning on October 1, 2022, 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 for the Senior Notes), unless the Company has exercised its optional redemption right in respect of the Senior Notes, the holders of the Senior Notes have the right to require the Company to repurchase all or a portion of the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase. | |||||||||||
Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility, maturity date | Jun. 4, 2020 | |||||||||||
Credit facility, interest rate above basis | 12.50% | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 323,300,000 | $ 323,300,000 | ||||||||||
Debt Instrument, Term | 5 years | |||||||||||
Debt Instrument, Description of Variable Rate Basis | The Revolving Credit Facility (i) bears interest, at the Borrowers’ election, at (x) LIBOR (subject to a floor of 0%) plus a margin ranging from 150 basis points to 200 basis points, or (y) a base rate plus a margin ranging from 50 basis points to 100 basis points, in each case, based upon the monthly average excess availability under the Revolving Credit Facility, (ii) requires the Company to pay a monthly unused line fee equal to 25 basis points times the average unused availability under the Revolving Credit Facility, (iii) provides that if availability under the Revolving Credit Facility is less than 12.5% of the total commitment under the Revolving Credit Facility or if there exists an event of default, amounts in any of the Borrowers’ and the subsidiary guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied to reduce the outstanding amounts under the Revolving Credit Facility, and (iv) requires the Company to maintain a minimum fixed charge coverage ratio of not less than 1.1 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Revolving Credit Facility is less than 10% of the total commitment under the Revolving Credit Facility. | |||||||||||
Line of Credit Facility, Borrowing Capacity, Description | an uncommitted accordion feature allowing for an increase to the availability under the revolving credit facility of up to $50 million, subject to certain conditions | |||||||||||
Revolving Credit Facility | Senior Secured Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes issued, aggregate principal amount | $ 175,000,000 | |||||||||||
Term Loan Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | 188,049,000 | $ 188,049,000 | $ 189,470,000 | |||||||||
Term Loan Credit Facility | Incremental Senior Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Senior Secured Leverage Ratio | 3.0 to 1.0 | |||||||||||
Term Loan Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of tranche loan amount on equal quarterly installments | 0.25% | |||||||||||
Line of Credit Facility, Amount Outstanding | $ 188,000,000 | $ 188,000,000 | ||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,900,000 | |||||||||||
Term Loan Credit Agreement | Senior Secured Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Credit facility, maturity date | Mar. 19, 2022 | |||||||||||
Line of Credit Facility, Amount Outstanding | $ 189,500,000 | |||||||||||
Debt Instrument, Description of Variable Rate Basis | (i) LIBOR (subject to a floor of 0%) plus a margin of 275 basis points or (ii) a base rate plus a margin of 175 basis points. | |||||||||||
Debt Instrument, Description | an uncommitted accordion feature to provide for additional senior secured term loans of up to $75 million plus an unlimited amount provided that the senior secured leverage ratio would not exceed 3.00 to 1.00, subject to certain conditions | |||||||||||
Minimum | Unsecured Debt | Convertible Senior Notes | Scenario 1 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of trading days | 20 days | |||||||||||
Minimum | Revolving Credit Facility | Amended and Restated Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fixed Charge Coverage Ratio Minimum | 150 | 1 | 1 | |||||||||
Maximum | Revolving Credit Facility | Amended and Restated Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fixed Charge Coverage Ratio Minimum | 1.1 |
Components of Long Term Debt (D
Components of Long Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term Debt, Total | $ 558,120 | $ 239,097 |
Less: unamortized discount and fees | (7,419) | (3,164) |
Less: current portion | (46,081) | (2,468) |
LONG-TERM DEBT | 504,620 | 233,465 |
Convertible senior notes due 2018 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Total | 44,841 | 48,951 |
Senior notes due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Total | 325,000 | 0 |
Other debt | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Total | 230 | 676 |
Term loan credit agreement | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Total | $ 188,049 | $ 189,470 |
Equity and Liability Components
Equity and Liability Components of Notes (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Unamortized discount and fees of liability component | $ (7,419) | $ (3,164) |
Less: current portion | (46,081) | (2,468) |
Long-term debt | 504,620 | 233,465 |
Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal amount of the Notes outstanding | 44,841 | 48,951 |
Unamortized discount and fees of liability component | (898) | (2,183) |
Net carrying amount of liability component | 43,943 | 46,768 |
Less: current portion | (43,943) | 0 |
Long-term debt | 0 | 46,768 |
Carrying value of equity component, net of issuance costs | $ (7,373) | $ (3,971) |
Remaining amortization period of discount on the liability component | 7 months 6 days | 1 year 3 months 18 days |
Contractual Coupon Interest Exp
Contractual Coupon Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | ||||
Contractual coupon interest expense | $ 379 | $ 809 | $ 1,194 | $ 2,541 |
Accretion of discount and fees on the liability component | $ 374 | $ 746 | $ 1,159 | $ 2,288 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | Sep. 30, 2017USD ($) |
Fair Value, Inputs, Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, fair value disclosure, recurring | $ 1.3 |
Fair Value, Inputs, Level 1 | Supreme Industries Inc. [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, fair value disclosure, recurring | 2.9 |
Fair Value, Inputs, Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, fair value disclosure, recurring | $ 13.1 |
Financial Assets and Liabilitie
Financial Assets and Liabilities Accounted For at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | $ 552,188 | $ 237,836 |
Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 319,309 | 0 |
Other debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 199 | 625 |
Convertible senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 43,943 | 46,768 |
Term loan credit agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 187,250 | 188,540 |
Capital lease obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 1,487 | 1,903 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 0 | 0 |
Fair Value, Inputs, Level 1 | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 1 | Other debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 0 | 0 |
Fair Value, Inputs, Level 1 | Convertible senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 1 | Term loan credit agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 1 | Capital lease obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 609,127 | 259,191 |
Fair Value, Inputs, Level 2 | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 331,500 | 0 |
Fair Value, Inputs, Level 2 | Other debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 0 | 0 |
Fair Value, Inputs, Level 2 | Convertible senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 89,108 | 69,721 |
Fair Value, Inputs, Level 2 | Term loan credit agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 188,519 | 189,470 |
Fair Value, Inputs, Level 2 | Capital lease obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 1,686 | 2,528 |
Fair Value, Inputs, Level 3 | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 | Other debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 199 | 625 |
Fair Value, Inputs, Level 3 | Convertible senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 | Term loan credit agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 | Capital lease obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | $ 1,487 | $ 1,903 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Millions | Sep. 30, 2017USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation costs related to stock options, nonvested restricted stock, stock appreciation rights and performance units not yet recognized | $ 14.5 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) BRL in Millions | 1 Months Ended | 9 Months Ended | |||
Nov. 22, 2011USD ($) | Nov. 22, 2011BRL | Sep. 30, 2017USD ($) | Sep. 30, 2017BRL | May 31, 2012USD ($) | |
Loss Contingencies [Line Items] | |||||
Damages asserted by BK | BRL | BRL 20.8 | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, contingent liability | $ 2,900,000 | ||||
Inventory, Raw Materials and Supplies, Gross | $ 13,000,000 | ||||
Supreme Industries Inc. [Member] | |||||
Loss Contingencies [Line Items] | |||||
Damages asserted by BK | $ 40,000,000 | ||||
Court-Imposed Interest, Fees or Inflation Adjustments | |||||
Loss Contingencies [Line Items] | |||||
Total ordered damages granted to Bk | $ 8,400,000 | ||||
Court-Imposed Interest, Fees or Inflation Adjustments | Maximum | |||||
Loss Contingencies [Line Items] | |||||
Total ordered damages granted to Bk | BRL | BRL 26.7 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | |
Earnings Per Share Disclosure [Line Items] | |||
Average diluted shares outstanding | 426 | 556 | |
Convertible Debt [Member] | |||
Earnings Per Share Disclosure [Line Items] | |||
Debt Instrument, Convertible, Conversion Price | $ 11.70 | $ 11.70 | $ 11.70 |
Calculation of Basic and Dilute
Calculation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Basic net income per share: | ||||
Net income applicable to common stockholders | $ 18,947 | $ 33,378 | $ 62,066 | $ 96,433 |
Weighted average common shares outstanding | 58,994 | 63,604 | 59,675 | 64,488 |
Basic net income per share | $ 0.32 | $ 0.52 | $ 1.04 | $ 1.5 |
Diluted net income per share: | ||||
Net income applicable to common stockholders | $ 18,947 | $ 33,378 | $ 62,066 | $ 96,433 |
Weighted average common shares outstanding | 58,994 | 63,604 | 59,675 | 64,488 |
Dilutive shares from assumed conversion of convertible senior notes | 1,701 | 1,172 | 1,713 | 743 |
Dilutive stock options and restricted stock | 1,540 | 1,256 | 1,527 | 1,222 |
Diluted weighted average common shares outstanding | 62,235 | 66,032 | 62,915 | 66,453 |
Diluted net income per share | $ 0.3 | $ 0.51 | $ 0.99 | $ 1.45 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Effective income tax rate reconciliation at federal statutory income tax rate | 34.20% | 35.80% | ||
Income Tax Expense (Benefit) | $ 10,728 | $ 18,401 | $ 32,321 | $ 53,766 |
U.S. Federal | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Effective income tax rate reconciliation at federal statutory income tax rate | 35.00% |
Major Components of Other Accru
Major Components of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Line Items] | ||||
Customer deposits | $ 30,702 | $ 19,302 | ||
Payroll and related taxes | 29,523 | 26,793 | ||
Warranty | 21,107 | 20,520 | $ 20,285 | $ 19,709 |
Self-Insurance | 11,469 | 8,387 | ||
Accrued taxes | 7,320 | 6,400 | ||
All other | 12,765 | 10,912 | ||
Other accrued liabilities | $ 112,886 | $ 92,314 |
Product Warranty Accrual Includ
Product Warranty Accrual Included in Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Other Accrued Liabilities [Line Items] | ||
Balance as of January 1 | $ 20,520 | $ 19,709 |
Provision for warranties issued in current year | 4,159 | 5,368 |
Supreme Acquisition | 1,581 | 0 |
(Recovery of) Provision for pre-existing warranties | (225) | 126 |
Payments | (4,928) | (4,918) |
Balance as of September 30 | $ 21,107 | $ 20,285 |
Reportable Segment Information
Reportable Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Net Sales | |||||
Total Net Sales | $ 425,098 | $ 464,272 | $ 1,223,717 | $ 1,383,387 | |
Income (Loss) from operations | 26,591 | 54,855 | 95,523 | 161,911 | |
Assets | 1,379,127 | 991,817 | 1,379,127 | 991,817 | $ 898,733 |
External Customers | |||||
Net Sales | |||||
Total Net Sales | 425,098 | 464,272 | 1,223,717 | 1,383,387 | |
Intersegment Sales | |||||
Net Sales | |||||
Total Net Sales | 0 | 0 | 0 | 0 | |
Commercial Trailer Products | |||||
Net Sales | |||||
Total Net Sales | 339,492 | 380,514 | 962,421 | 1,126,767 | |
Income (Loss) from operations | 36,319 | 55,043 | 111,865 | 162,435 | |
Assets | 362,209 | 362,337 | 362,209 | 362,337 | |
Commercial Trailer Products | External Customers | |||||
Net Sales | |||||
Total Net Sales | 339,494 | 380,514 | 962,371 | 1,126,752 | |
Commercial Trailer Products | Intersegment Sales | |||||
Net Sales | |||||
Total Net Sales | (2) | 0 | 50 | 15 | |
Diversified Products | |||||
Net Sales | |||||
Total Net Sales | 88,850 | 87,450 | 269,587 | 266,609 | |
Income (Loss) from operations | 5,178 | 6,224 | 14,844 | 23,471 | |
Assets | 356,147 | 386,255 | 356,147 | 386,255 | |
Diversified Products | External Customers | |||||
Net Sales | |||||
Total Net Sales | 85,604 | 83,758 | 261,346 | 256,635 | |
Diversified Products | Intersegment Sales | |||||
Net Sales | |||||
Total Net Sales | 3,246 | 3,692 | 8,241 | 9,974 | |
Corporate and Eliminations | |||||
Net Sales | |||||
Total Net Sales | (3,244) | (3,692) | (8,291) | (9,989) | |
Income (Loss) from operations | (14,906) | (6,412) | (31,186) | (23,995) | |
Assets | 660,771 | 243,225 | 660,771 | 243,225 | |
Corporate and Eliminations | External Customers | |||||
Net Sales | |||||
Total Net Sales | 0 | 0 | 0 | 0 | |
Corporate and Eliminations | Intersegment Sales | |||||
Net Sales | |||||
Total Net Sales | $ (3,244) | $ (3,692) | $ (8,291) | $ (9,989) |
Major Product Categories and Pe
Major Product Categories and Percentage of Consolidated Net Sales (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Product Information [Line Items] | ||||
Total Net Sales | $ 425,098 | $ 464,272 | $ 1,223,717 | $ 1,383,387 |
Sales Revenue, Net | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 100.00% | 100.00% | 100.00% | 100.00% |
Corporate and Eliminations | ||||
Product Information [Line Items] | ||||
Total Net Sales | $ (3,244) | $ (3,692) | $ (8,291) | $ (9,989) |
Commercial Trailer Products | ||||
Product Information [Line Items] | ||||
Total Net Sales | 339,492 | 380,514 | 962,421 | 1,126,767 |
Diversified Products | ||||
Product Information [Line Items] | ||||
Total Net Sales | 88,850 | 87,450 | 269,587 | 266,609 |
New Trailers | ||||
Product Information [Line Items] | ||||
Total Net Sales | $ 354,688 | $ 392,214 | $ 1,005,268 | $ 1,158,015 |
New Trailers | Sales Revenue, Net | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 83.40% | 84.50% | 82.10% | 83.70% |
New Trailers | Corporate and Eliminations | ||||
Product Information [Line Items] | ||||
Total Net Sales | $ 0 | $ (89) | $ 0 | $ (89) |
New Trailers | Commercial Trailer Products | ||||
Product Information [Line Items] | ||||
Total Net Sales | 319,463 | 360,023 | 906,058 | 1,061,819 |
New Trailers | Diversified Products | ||||
Product Information [Line Items] | ||||
Total Net Sales | 35,225 | 32,280 | 99,210 | 96,285 |
Used Trailers | ||||
Product Information [Line Items] | ||||
Total Net Sales | $ 3,846 | $ 3,544 | $ 7,825 | $ 12,817 |
Used Trailers | Sales Revenue, Net | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 0.90% | 0.80% | 0.60% | 0.90% |
Used Trailers | Corporate and Eliminations | ||||
Product Information [Line Items] | ||||
Total Net Sales | $ 0 | $ 0 | $ 0 | $ 0 |
Used Trailers | Commercial Trailer Products | ||||
Product Information [Line Items] | ||||
Total Net Sales | 3,245 | 2,923 | 5,368 | 10,202 |
Used Trailers | Diversified Products | ||||
Product Information [Line Items] | ||||
Total Net Sales | 601 | 621 | 2,457 | 2,615 |
Components, parts and service | ||||
Product Information [Line Items] | ||||
Total Net Sales | $ 36,892 | $ 39,743 | $ 123,559 | $ 121,861 |
Components, parts and service | Sales Revenue, Net | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 8.70% | 8.60% | 10.10% | 8.80% |
Components, parts and service | Corporate and Eliminations | ||||
Product Information [Line Items] | ||||
Total Net Sales | $ (3,244) | $ (3,603) | $ (8,291) | $ (9,900) |
Components, parts and service | Commercial Trailer Products | ||||
Product Information [Line Items] | ||||
Total Net Sales | 12,255 | 14,038 | 38,100 | 43,108 |
Components, parts and service | Diversified Products | ||||
Product Information [Line Items] | ||||
Total Net Sales | 27,881 | 29,308 | 93,750 | 88,653 |
Equipment and other | ||||
Product Information [Line Items] | ||||
Total Net Sales | $ 29,672 | $ 28,771 | $ 87,065 | $ 90,694 |
Equipment and other | Sales Revenue, Net | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 7.00% | 6.10% | 7.20% | 6.60% |
Equipment and other | Corporate and Eliminations | ||||
Product Information [Line Items] | ||||
Total Net Sales | $ 0 | $ 0 | $ 0 | $ 0 |
Equipment and other | Commercial Trailer Products | ||||
Product Information [Line Items] | ||||
Total Net Sales | 4,529 | 3,530 | 12,895 | 11,638 |
Equipment and other | Diversified Products | ||||
Product Information [Line Items] | ||||
Total Net Sales | $ 25,143 | $ 25,241 | $ 74,170 | $ 79,056 |