Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 25, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | 56,034,243 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 104,121 | $ 191,521 |
Accounts receivable | 187,558 | 146,836 |
Inventories | 232,450 | 180,735 |
Prepaid expenses and other | 72,558 | 57,299 |
Total current assets | 596,687 | 576,391 |
PROPERTY, PLANT AND EQUIPMENT | 198,876 | 195,363 |
GOODWILL | 311,044 | 317,464 |
INTANGIBLE ASSETS | 215,136 | 237,030 |
OTHER ASSETS | 28,464 | 25,265 |
Total Assets | 1,350,207 | 1,351,513 |
CURRENT LIABILITIES | ||
Current portion of long-term debt | 1,880 | 46,020 |
Current portion of capital lease obligations | 294 | 290 |
Accounts payable | 185,938 | 108,448 |
Other accrued liabilities | 120,310 | 128,910 |
Total current liabilities | 308,422 | 283,668 |
LONG-TERM DEBT | 503,309 | 504,091 |
CAPITAL LEASE OBLIGATIONS | 792 | 1,012 |
DEFERRED INCOME TAXES | 36,766 | 36,955 |
OTHER NONCURRENT LIABILITIES | 21,031 | 19,724 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Common stock 200,000,000 shares authorized, $0.01 par value, 56,034,243 and 57,564,493 shares outstanding, respectively | 744 | 737 |
Additional paid-in capital | 627,348 | 653,435 |
Retained earnings | 143,125 | 98,728 |
Accumulated other comprehensive losses | (2,445) | (2,385) |
Treasury stock at cost, 18,471,604 and 16,207,740 common shares, respectively | (288,885) | (244,452) |
Total stockholders' equity | 479,887 | 506,063 |
Total Liabilities and Equity | $ 1,350,207 | $ 1,351,513 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares outstanding | 56,034,243 | 57,564,493 |
Treasury stock, shares | 18,471,604 | 16,207,740 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
NET SALES | $ 553,073 | $ 425,098 | $ 1,657,082 | $ 1,223,717 |
COST OF SALES | 487,911 | 364,134 | 1,442,487 | 1,035,718 |
Gross profit | 65,162 | 60,964 | 214,595 | 187,999 |
GENERAL AND ADMINISTRATIVE EXPENSES | 23,033 | 16,075 | 73,920 | 53,511 |
SELLING EXPENSES | 8,690 | 5,497 | 25,591 | 17,568 |
AMORTIZATION OF INTANGIBLES | 4,937 | 4,097 | 14,818 | 12,693 |
ACQUISITION EXPENSES | 0 | 8,704 | 68 | 8,704 |
IMPAIRMENT | 11,989 | 0 | 11,989 | 0 |
Income from operations | 16,513 | 26,591 | 88,209 | 95,523 |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (7,044) | (3,187) | (21,649) | (9,065) |
Other, net | 533 | 6,271 | 12,486 | 7,929 |
Income before income taxes | 10,002 | 29,675 | 79,046 | 94,387 |
INCOME TAX EXPENSE | 5,338 | 10,728 | 21,209 | 32,321 |
Net income | $ 4,664 | $ 18,947 | $ 57,837 | $ 62,066 |
DIVIDENDS DECLARED PER SHARE | $ 0.075 | $ 0.06 | $ 0.225 | $ 0.18 |
BASIC NET INCOME PER SHARE | 0.08 | 0.32 | 1.01 | 1.04 |
DILUTED NET INCOME PER SHARE | $ 0.08 | $ 0.30 | $ 0.98 | $ 0.99 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
NET INCOME | $ 4,664 | $ 18,947 | $ 57,837 | $ 62,066 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 200 | 57 | 74 | 829 |
Unrealized holding gain (loss) on investments | 6 | 0 | (103) | 0 |
Unrealized gain (loss) on derivative instruments | (31) | 0 | (31) | 0 |
Total other comprehensive income (loss) | 175 | 57 | (60) | 829 |
COMPREHENSIVE INCOME | $ 4,839 | $ 19,004 | $ 57,777 | $ 62,895 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net income | $ 57,837 | $ 62,066 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation | 15,701 | 12,709 |
Amortization of intangibles | 14,818 | 12,693 |
Net gain on sale of property, plant and equipment | (10,164) | (8,060) |
Loss on debt extinguishment | 174 | 767 |
Deferred income taxes | (122) | 59 |
Stock-based compensation | 8,479 | 8,311 |
Impairment | 11,989 | 0 |
Non-cash interest expense | 1,426 | 1,569 |
Changes in operating assets and liabilities | ||
Accounts receivable | (48,531) | 26,185 |
Inventories | (66,089) | (77,923) |
Prepaid expenses and other | (3,265) | (187) |
Accounts payable and accrued liabilities | 76,602 | 23,702 |
Other, net | (2,171) | (772) |
Net cash provided by operating activities | 56,684 | 61,119 |
Cash flows from investing activities | ||
Capital expenditures | (20,344) | (15,401) |
Proceeds from the sale of property, plant, and equipment | 17,775 | 12,608 |
Acquisition, net of cash acquired | 0 | (323,487) |
Other, net | 3,060 | 6,230 |
Net cash provided by (used in) investing activities | 491 | (320,050) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 961 | 5,781 |
Borrowings under senior notes | 0 | 325,000 |
Dividends paid | (13,566) | (11,547) |
Borrowings under revolving credit facilities | 582 | 520 |
Payments under revolving credit facilities | (582) | (520) |
Principal payments under capital lease obligations | (216) | (416) |
Proceeds from issuance of term loan credit facility | 0 | 189,470 |
Principal payments under term loan credit facility | (1,410) | (198,058) |
Principal payments under industrial revenue bond | (93) | (446) |
Debt issuance costs paid | 0 | (6,472) |
Convertible senior notes repurchase | (80,200) | (7,513) |
Stock repurchase | (44,433) | (46,633) |
Net cash (used in) provided by financing activities | (138,957) | 249,166 |
Net decrease in cash, cash equivalents, and restricted cash | (81,782) | (9,765) |
Cash, cash equivalents and restricted cash at beginning of period | 191,521 | 163,467 |
Cash, cash equivalents, and restricted cash at end of period | 109,739 | 153,702 |
Cash paid during the period for | ||
Interest | 16,263 | 7,069 |
Income taxes | $ 23,588 | $ 32,976 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2018 | |
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, 2017. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2018 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | 2. REVENUE RECOGNITION The Company adopted Financial Accounting Standards Board Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) effective January 1, 2018. The adoption of Topic 606 did not have an impact on the consolidated financial statements. The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net Sales Cost of Sales segment that have no alternative use and contain an enforceable right to payment, as well as service work whereby the customer simultaneously receives and consumes the benefits provided, the Company recognizes revenue on the basis of the Company’s efforts or inputs to the satisfaction of these performance obligations, measured by actual total cost incurred to the total estimated costs for each project. Total revenue recognized over time was not material to the consolidated financial statements for all periods presented. The Company has identified three separate and distinct performance obligations: 1) the sale of a trailer or equipment, 2) the sale of replacement parts, and 3) service work. For trailer, truck body, equipment, and replacement part sales, control is transferred and revenue is recognized from the sale upon shipment to or pick up by the customer in accordance with the contract terms. The Company does not have any material extended payment terms as payment is received shortly after the point of sale. Accounts receivables are recorded when the right to consideration becomes unconditional. The Company does have customers who pay for the product prior to the transfer of control which is recorded as customer deposits in Other Accrued Liabilities as shown in Note 12. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product. |
ACQUISITION OF SUPREME INDUSTRI
ACQUISITION OF SUPREME INDUSTRIES, INC. | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
ACQUISITION OF SUPREME INDUSTRIES, INC. | 3. 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 per share and an aggregate consideration paid of $360.4 financed the Supreme acquisition and related fees and expenses using the proceeds of the Company’s $325 million offering in aggregate principal amount of 5.50% senior unsecured notes due 2025 (as described in further detail in Note 6) and available cash and cash equivalents. 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 is part of our new Final Mile Products reportable segment created by the Company in the fourth quarter of 2017. This acquisition allows the Company to accelerate our growth and expand our presence in the final mile space, with increased distribution paths and greater customer reach, and supports the Company’s objective to transform it 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 $0.1 million and $8.7 million for the nine-month periods ending September 30, 2018 and 2017, respectively. These costs have been recorded as 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, as follows (in thousands): Cash $ 36,878 Accounts receivable 25,196 Inventories 33,471 Prepaid expense and other 23,916 Property, plant, and equipment 59,891 Intangibles 161,200 Goodwill 167,714 Other assets 127 Total assets acquired $ 508,393 Current portion of long term debt $ 7,167 Accounts payable 10,546 Other accrued liabilites 55,518 Deferred income taxes 71,880 Long term liabilities 2,918 Total liabilities assumed $ 148,029 Net assets acquired $ 360,364 Acquisition, net of cash acquired $ 323,486 Intangible assets totaling $161.2 million were recorded as a result of the acquisition and consist of the following (in thousands): Amount Useful Life Tradename $ 20,000 20 years Customer relationships 139,000 15 years Backlog 2,200 Less than 1 year $ 161,200 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 recorded from the Supreme acquisition, is estimated to be $20.1 million, $20.5 million, $22.1 million, $23.4 million and $18.9 million for the years 2018 through 2022, respectively. Goodwill of $167.7 million was recorded as a result of the acquisition. The amount recorded as goodwill for the Supreme acquisition is not deductible for tax purposes. Goodwill, calculated as the excess of the consideration transferred over the net assets recognized and represents future economic benefits arising from other assets acquired that could not be individually identified and separately recognized, is comprised of operational synergies that are expected to be realized in both the short and long-term and the opportunity to enter new market sectors with higher margin potential which will enable us to deliver greater value to our customers and shareholders. During the first nine months of 2018, the Company made certain adjustments to its purchase price allocation to adjust tax obligations, inventory, accrued liabilities, and accounts receivable, which resulted in a $1.5 million decrease in goodwill. Unaudited Pro forma Results The results of Supreme are included in the Condensed Consolidated Statements of Operations, including $85.1 million and $0.2 million of net sales and net loss, respectively, for the three months ended September 30, 2018 and $276.8 million and $14.2 million of net sales and net income, respectively, for the nine months ended September 30, 2018. 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): Three Months Ended Nine Months Ended 2017 2017 Net sales $ 496,761 $ 1,454,599 Net income $ 14,688 $ 58,341 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, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES Inventories are stated at the lower of cost, determined either on the first-in, first-out or average cost method, or net realizable value. The cost of manufactured inventory includes raw material, labor and overhead. Inventories, net of reserves, consist of the following (in thousands): September 30, December 31, 2018 2017 Raw materials and components $ 104,797 $ 83,834 Finished goods 101,490 54,000 Work in progress 18,281 29,123 Aftermarket parts 6,468 6,448 Used trailers 1,414 7,330 $ 232,450 $ 180,735 |
PREPAID EXPENSES
PREPAID EXPENSES | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES | 5. PREPAID EXPENSES Prepaid expenses and other current assets as of September 30, 2018 and December 31, 2017 consists of the following (in thousands): September 30, December 31, 2018 2017 Chassis converter pool agreements $ 16,653 $ 18,326 Assets held for sale 16,631 10,777 Income tax receivables 15,086 10,821 Restricted cash 5,618 - Insurance premiums & maintenance agreements 3,937 6,860 All other 14,633 10,515 $ 72,558 $ 57,299 Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales to the manufacturer’s dealers. Assets held for sale are related to the Company’s former branch locations and businesses the Company has sold or intends to sell within one year. Insurance premiums and maintenance agreements are charged to expenses over the contractual life, which is generally one year or less. Additionally, prepaid expenses include costs in excess of billings on contracts for which the Company recognizes revenue over time as services are completed. Restricted cash includes balances that resulted from the sale of certain branch assets that served as collateral to secure the Company’s long-term debt. The restriction will lapse when collateral assets are purchased. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows. September 30, September 30, 2018 2017 Cash and cash equivalents $ 104,121 $ 153,702 Restricted cash included in prepaid expenses and other 5,618 - Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 109,739 $ 153,702 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | 6. DEBT Long-term debt consists of the following (in thousands): September 30, December 31, 2018 2017 Senior notes due 2025 $ 325,000 $ 325,000 Term loan credit agreement 186,169 187,579 Convertible senior notes due 2018 - 44,561 Other debt - 93 511,169 557,233 Less: unamortized discount and fees (5,980 ) (7,122 ) Less: current portion (1,880 ) (46,020 ) $ 503,309 $ 504,091 Convertible Senior Notes In April 2012, the Company issued Convertible Senior Notes due 2018 (the “Convertible Notes”) with an aggregate principal amount of $150 million in a public offering. The Convertible Notes bore interest at a rate of 3.375% per annum from the date of issuance, payable semi-annually on May 1 and November 1, and matured on May 1, 2018. The Convertible Notes were senior unsecured obligations of the Company ranking equally with its existing and future senior unsecured debt. The Company used the net proceeds of $145.1 million from the sale of the Convertible Notes to fund a portion of the purchase price of the acquisition of Walker Group Holdings (“Walker”) in May 2012. The Company accounted 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. During 2018, the Company used $80.2 million in cash, excluding interest, to settle $44.6 million in principal of the Convertible Notes of which none were converted to common shares. The excess of the cash settlement amount over the principal value of the Convertible Notes was accounted for as a reacquisition of equity, resulting in a $35.5 million reduction to additional paid-in capital during the nine months ended September 30, 2018. For the nine months ended September 30, 2018, the Company recognized a loss on debt extinguishment of $0.2 million related to settlements and the retirement of the Convertible Notes, which is included in Other, net 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, 2018, and 2017 included in Interest Expense Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Contractual coupon interest expense $ - $ 379 $ 470 $ 1,194 Accretion of discount and fees on the liability component $ - $ 374 $ 461 $ 1,159 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 million. 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. The Company used the net proceeds of $318.9 million from the sale of the Senior Notes to finance a portion of the acquisition of Supreme and to pay related fees and expenses. The Senior Notes 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 the indenture 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% 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. The Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Senior Notes and related guarantees are the Company’s and the guarantors’ general unsecured senior obligations and are subordinate to all of the Company’s and the guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the Senior Notes are structurally subordinate to any existing and future debt of any of the Company’s subsidiaries that are not guarantors, to the extent of the assets of those subsidiaries. The 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 event of default has occurred or is continuing, many of these 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 three-month and nine-month periods ended September 30, 2018 was $4.6 million and $13.8 million, respectively and is included in 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 million senior secured revolving credit facility that matures on June 4, 2020, subject to certain springing maturity events and (y) 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 (the “Revolving Credit Facility”). The Revolving Credit Facility (i) bears interest, at the Borrowers’ election, at (x) the London Interbank Offer Rate (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. 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 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, 2018, 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 $271.4 million as of September 30, 2018. 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 $188.0 million that matures on March 19, 2022, subject to certain springing maturity events (the “Term Loans”), and (y) 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 (the “Term Loan Facility”). 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. Furthermore, on November 17, 2017, the Company entered into Amendment No. 5 to the Term Loan Credit Agreement (“Amendment No. 5”). As of the Amendment No. 5 date, $188.0 million of the Term Loans were outstanding. Under Amendment No. 5, the lenders agreed to provide to the Company term loans in the same aggregate principal amount of the outstanding Term Loans, which were used to refinance the outstanding Term Loans. The Term Loans amortize in equal quarterly installments in aggregate amounts equal to 0.25% of the initial principal amount of the Term Loans, with the balance payable at maturity, and bear interest at a rate, at the Company’s election, equal to (i) LIBOR (subject to a floor of 0%) plus a margin of 225 basis points or (ii) a base rate (subject to a floor of 0%) plus a margin of 125 basis points. The Company is not subject to any financial covenants under the Term Loan Facility. 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 three month period ended September 30, 2018 and 2017, under the Term Loan Credit Agreement the Company paid interest of $2.0 million and $1.9 million, respectively, and principal of $0.5 million during each period. In the first nine months of 2018 and 2017, the Company paid interest of $5.9 million and $5.7 million, respectively, and principal of $1.4 million during each period. In connection with Amendment No. 3 the Company recognized a loss on debt extinguishment of $0.6 million during the first quarter of 2017 which was included in Other, net For each three-month period ended September 30, 2018 and 2017, the Company incurred charges of less than $0.1 million for amortization of fees and original issuance discount, and for each nine-month period ended September 30, 2018 and 2017, the Company incurred charges of $0.2 million and $0.1 million, respectively, which is included in Interest Expense |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 7. 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, $0.9 million of which are classified as Level 1, and life-insurance contracts valued based on the performance of underlying mutual funds, $16.3 million of which are classified as Level 2. Additionally, upon the Company’s acquisition of Supreme, the Company acquired a pool of investments made by a wholly owned captive insurance subsidiary. These investments are comprised of mutual funds, $4.9 million of which are classified as Level 1. Estimated Fair Value of Debt The estimated fair value of debt at September 30, 2018 consists primarily of the Senior Notes due 2025 and borrowings under the Term Loan Credit Agreement (see Note 6 Debt). The fair value of the 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. The Company’s carrying and estimated fair value of debt at September 30, 2018 and December 31, 2017 were as follows (in thousands): September 30, 2018 December 31, 2017 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 $ - $ - $ - $ - $ 44,046 $ - $ 83,605 $ - Senior notes due 2025 319,818 - 310,375 - 319,377 - 328,250 - Term loan credit agreement 185,371 - 186,169 - 186,620 - 188,048 - Other debt - - - - 67 - - 67 Capital lease obligations 1,086 - - 1,086 1,302 - - 1,302 $ 506,275 $ - $ 496,544 $ 1,086 $ 551,412 $ - $ 599,903 $ 1,369 The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements as long-term debt is presented at the carrying value, net of unamortized premium or discount and unamortized deferred financing costs in the financial statements. Impairment of Goodwill and Long-lived Assets The company recorded an impairment of goodwill for a reporting unit within the Diversified Products reportable segment in the third quarter of 2018 for $4.9 million, based on indicative market value of the reporting unit. Changes in the goodwill balance for the nine months ended September 30, 2018 and 2017 are as follows (in thousands): 2018 2017 Balance as of January 1 $ 317,464 $ 148,367 Acquisition of Supreme (1,520 ) 165,400 Effects of foreign currency 44 (141 ) Impairment of goodwill (4,944 ) - Balance as of September 30 $ 311,044 $ 313,626 The Company also recorded an impairment of all long-lived assets for the same reporting unit within the Diversified Products reportable segment in the third quarter of 2018 of $7.0 million. The aggregate goodwill and long-lived asset impairment charges, which are based on Level 3 fair value measurements, are included in Impairment Financial Derivatives As of September 30, 2018, the Company was party to forward contracts to hedge changes with specific commodities for a notional amounts of approximately $25.1 million. The Company uses financial derivatives to mitigate the risks associated with fluctuations in commodity prices impacting its cash flows related to inventory purchases from suppliers. We currently do not hedge all commodity price risk. At inception, the Company designated the forward contracts as cash flow hedges. The forward contracts mature at specified monthly settlement dates through October, 2019. The effective portion of the hedging transaction is recognized in Accumulated Other Comprehensive Income and transferred to earnings using specific identification when the forecasted hedged transaction takes place or when the forecasted hedged transaction is probable of not occurring. As of September 30, 2018 the fair value of the forward contracts, which are based on current market prices and are classified as Level 2 on the fair value hierarchy, approximate their notional amount. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2018 | |
Share-based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | 8. STOCK-BASED COMPENSATION The Company recognizes all share-based payments based upon their fair value. 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 restricted stock units and performance units not yet recognized was $17.2 million at September 30, 2018 for which the expense will be recognized through 2021. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 9. 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, 2018, 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, but not limited to, 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 in the Condensed Consolidated Statements of Operations. 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 million (Brazilian Reais). BK did not change the amount of damages asserted following its filing of the case in 2001. 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 million (Brazilian Reais), which was approximately $6.6 million U.S. dollars using the exchange rate as of September 30, 2018, and exclusive of any potentially court-imposed interest, fees or inflation adjustments. On October 5, 2016, the Court of Appeals re-heard all facts and legal questions presented in the case, and ruled in favor of the Company on all claims at issue. In doing so, the Court of Appeals dismissed all claims against the Company and vacated the judgment and damages previously ordered by the Fourth Civil Court of Curitiba. On September 30, 2017, BK filed its notice for a special appeal of the Court of Appeals ruling to the Superior Court of Justice and the Supreme Federal Court. However, unless these higher courts find in favor of BK on any of its claims, the judgment of the Court of Appeals in favor of the Company will be final. As a result of the Court of Appeals ruling, the Company does not expect that this proceeding will have a material adverse effect on its financial condition or results of operations; however, it will continue to monitor the appeal and await the Court of Appeals’ ruling. 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 noninfringement, 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 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 was an outstanding, disputed claim of approximately $2.9 million for unpaid benefits. In June 2018, this dispute was resolved as part of a confidential settlement agreement. The resolution of the dispute did not have a material adverse effect on the Company’s financial condition or results of operations. Environmental Disputes In August 2014, the Company received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (“DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response, Compensation and Liability Act 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. Supreme Litigation Prior to the Company’s acquisition of Supreme, a complaint was filed against Supreme Corporation (“SC”), 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 SC’s former trolley distributor. The plaintiff filed an amended complaint on January 3, 2017, which alleges that SC’s sale of its trolley assets to another trolley manufacturer was improper. SC filed a motion to dismiss, which was granted in part on May 30, 2017. The remaining claims alleged against SC 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 million. Management believes that the allegations are without merit. However, due to the inherent risk of litigation and to avoid additional fees and costs, the Company reached a settlement with SVI, Inc., subject to mutual releases of all claims. On May 14, 2018, the Court approved the settlement. On May 30, 2018, the Court dismissed with prejudice all claims against SC. The settlement of this matter did not have a material adverse effect on the Company’s financial condition or results of operations Prior to the Company’s acquisition of Supreme, on November 4, 2016, a putative class action lawsuit was filed against Supreme, Mark D. Weber (Supreme’s former 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. On May 24, 2018, the Court granted Supreme’s motion to dismiss all claims for failure to state a claim. On July 13, 2018, the plaintiffs filed a second amended complaint. On August 24, 2018, the Company filed a second motion to dismiss for failure to state a claim, and requested dismissal with prejudice. The case is stayed as to discovery. Due to the inherent risk of litigation, the outcome of this case is uncertain and unpredictable; however, at this time, management believes that the allegations are without merit and is vigorously defending the matter. As a result, management does not believe this matter will have a material adverse effect on the Company’s financial condition or results of operations. Chassis Converter Pool Agreements The Company, through Supreme, obtains most vehicle chassis for its specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at the Company’s facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to the Company nor permit the Company to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although the Company is party to related finance agreements with manufacturers, the Company has not historically settled, nor expects to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of September 30, 2018, the Company’s outstanding chassis converter pool with the manufacturer totaled $16.7 million and has included this financing agreement on the Company’s Consolidated Balance Sheets within Prepaid expenses and other and Other accrued liabilities . All other chassis programs through its Supreme subsidiary are handled as consigned inventory belonging to the manufacturer and totaled approximately $4.5 million. Under these agreements, if the chassis is not delivered to a customer within a specified time frame the Company is required to pay a finance or storage charge on the chassis. Additionally, the Company receives finance support funds from manufacturers when the chassis are assigned into the Company’s chassis pool. Typically, chassis are converted and delivered to customers within 90 days of the receipt of the chassis by the Company. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | 10. NET INCOME PER SHARE Per share results have been calculated based on the average number of common shares outstanding. 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, 2018 2017 2018 2017 Basic net income per share: Net income applicable to common stockholders $ 4,664 $ 18,947 $ 57,837 $ 62,066 Weighted average common shares outstanding 56,798 58,994 57,486 59,675 Basic net income per share $ 0.08 $ 0.32 $ 1.01 $ 1.04 Diluted net income per share: Net income applicable to common stockholders $ 4,664 $ 18,947 $ 57,837 $ 62,066 Weighted average common shares outstanding 56,798 58,994 57,486 59,675 Dilutive shares from assumed conversion of convertible senior notes - 1,701 676 1,713 Dilutive stock options and restricted stock 944 1,540 1,056 1,527 Diluted weighted average common shares outstanding 57,742 62,235 59,218 62,915 Diluted net income per share $ 0.08 $ 0.30 $ 0.98 $ 0.99 The calculation of diluted net income per share for the nine-month periods ended September 30, 2018 and 2017 and the three-month period ended September 30, 2017 includes the impact of the Company’s Notes as the average stock price of the Company’s common stock during the period was above the initial conversion price of approximately $11.70 per share. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES For the three months ended September 30, 2018, the Company recognized income tax expense of $5.3 million compared to $10.7 million for the same period in the prior year. The effective tax rate for this period was 53.4% compared to 36.2% for the same period in the prior year. For the nine months ended September 30, 2018, the Company recognized income tax expense of $21.2 million in the first nine months of 2018 compared to $32.3 million for the same period in the prior year. The effective tax rates for the first nine months of 2018 and 2017 were 26.8% and 34.2%, respectively. These effective tax rates differ from the US Federal statutory rate of 21% and 35% for 2018 and 2017, respectively, primarily due to the impact of state and local taxes as well as discrete items incurred related to the deductibility of executive compensation offset by the recognition of excess tax benefits on share-based awards. The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. The Act contains numerous new and changed provisions related to the US federal taxation of domestic and foreign corporate operations. As such, for the period ended December 31, 2017, the Company remeasured certain deferred tax assets and liabilities based on the rates that are expected to be in effect at the time the tax deduction or taxable item will be reported in the Company’s tax return (i.e. when they are expected to reverse in the future), which is generally 21%, as well as assessed its ability to realize deferred income tax assets in the future under the new rules. Additionally, the Company assessed the impacts of the new provisions associated with the deductibility of executive compensation under Internal Revenue Code Section 162(m), and the associated “grandfathering” rules within the Act to provide taxpayers transition relief when applying the change in law. As of December 31, 2017, the Company recognized a $3.1 million deferred income tax asset associated with the future tax deductions of equity-based compensation for the executives whose compensation falls under the new limitation rules. During the third quarter of 2018, the Company reversed this deferred tax asset as new guidance was issued by the Department of Treasury in Notice 2018-68 with regards to the treatment of negative discretionary language contained within the Company’s executive compensation plan. |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | 12. OTHER ACCRUED LIABILITIES The following table presents the major components of Other Accrued Liabilities September 30, December 31, 2018 2017 Payroll and related taxes $ 26,303 $ 27,840 Customer deposits 23,044 26,059 Warranty 21,465 20,132 Chassis converter pool agreements 16,653 18,326 Self-insurance 10,755 9,996 Accrued taxes 4,731 9,224 All other 17,359 17,333 $ 120,310 $ 128,910 The following table presents the changes in the product warranty accrual included in Other Accrued Liabilities 2018 2017 Balance as of January 1 $ 20,132 $ 20,520 Provision for warranties issued in current year 5,272 4,159 Supreme Acquisition - 1,581 (Recovery of) Provision for pre-existing warranties - (225 ) Payments (3,939 ) (4,928 ) Balance as of September 30 $ 21,465 $ 21,107 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, 2018 | |
Segment Reporting [Abstract] | |
SEGMENTS | 13. SEGMENTS a. Segment Reporting The Company manages its business in three reportable segments: Commercial Trailer Products, Diversified Products, and Final Mile Products. The Commercial Trailer Products segment manufactures standard and customized van and platform trailers and other transportation related equipment for customers who purchase directly from the Company or through independent dealers. The Diversified Products segment, comprised of 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® panel technology, drawing on its core manufacturing expertise and making available products that are complementary to truck and tank trailers and transportation equipment. The Final Mile Products segment includes the operations of Supreme, and other truck body activities previously reported in the Company’s Commercial Trailer Products segment. Previously, we managed our business in two segments: Commercial Trailer Products and Diversified Products. In the third quarter of 2017, we completed the acquisition of Supreme. As a result, we created a new reporting segment in the fourth quarter of 2017 referred to as the Final Mile Products segment, which includes the Supreme operations and certain other truck body operations which were previously included in our Commercial Trailer Products segment. The Company has not restated the historical comparative periods due to the immaterial impact of the existing truck body activities on the presented segments and periods. The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on income from operations. The Company has not allocated certain corporate related administrative costs, interest and income taxes included in the corporate and eliminations segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost plus a specified mark-up. Reportable segment information is as follows (in thousands): Commercial Diversified Final Mile Corporate and Trailer Products Products Products Eliminations Consolidated Three Months Ended September 30, 2018 Net sales External customers $ 368,301 $ 97,723 $ 87,049 $ - $ 553,073 Intersegment sales 41 4,638 - (4,679 ) - Total net sales $ 368,342 $ 102,361 $ 87,049 $ (4,679 ) $ 553,073 Income (Loss) from operations $ 32,453 $ (6,346 ) $ (1,495 ) $ (8,099 ) $ 16,513 Assets $ 358,150 $ 352,494 $ 475,934 $ 163,629 $ 1,350,207 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 Commercial Diversified Final Mile Corporate and Trailer Products Products Products Eliminations Consolidated Nine Months Ended September 30, 2018 Net sales External customers $ 1,098,182 $ 275,183 $ 283,717 $ - $ 1,657,082 Intersegment sales 89 16,466 - (16,555 ) - Total net sales $ 1,098,271 $ 291,649 $ 283,717 $ (16,555 ) $ 1,657,082 Income (Loss) from operations $ 102,718 $ 3,078 $ 9,372 $ (26,959 ) $ 88,209 Assets $ 358,150 $ 352,494 $ 475,934 $ 163,629 $ 1,350,207 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 b. Product Information The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and service and (4) equipment and other. The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Commercial Trailer Products Diversified Products Final Mile Products Corporate and Eliminations Consolidated $ $ $ $ $ % Three Months Ended September 30, 2018 New trailers 354,003 44,399 - - 398,402 72.0 Used trailers 1,888 775 - - 2,663 0.5 Components, parts and service 8,090 29,064 2,304 (4,676 ) 34,782 6.3 Equipment and other 4,361 28,123 84,745 (3 ) 117,226 21.2 Total net sales 368,342 102,361 87,049 (4,679 ) 553,073 100.0 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 Commercial Trailer Products Diversified Products Final Mile Products Corporate and Eliminations Consolidated $ $ $ $ $ % Nine Months Ended September 30, 2018 New trailers 1,049,452 115,840 - - 1,165,292 70.3 Used trailers 8,794 2,489 - - 11,283 0.7 Components, parts and service 25,780 94,958 7,340 (16,529 ) 111,549 6.7 Equipment and other 14,245 78,362 276,377 (26 ) 368,958 22.3 Total net sales 1,098,271 291,649 283,717 (16,555 ) 1,657,082 100.0 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 |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | 14. NEW ACCOUNTING PRONOUNCEMENTS I n February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) of January 1, 2019 . The Company the practical expedients the The Company has approximately $ 5.3 million of noncancelable future rental obligations. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one item on the balance sheet, a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet is required. This guidance was adopted by the Company on January 1, 2018 and was applied retrospectively. See Note 5 for the reconciliation of the cash, cash equivalents and restricted cash balances reported within the statement of cash flows to the related captions in the balance sheet. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-4”). ASU 2017-4 eliminates Step 2 of the current goodwill impairment test, which requires a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment loss will instead be measured at the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the recorded amount of goodwill. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. |
ACQUISITION OF SUPREME INDUST_2
ACQUISITION OF SUPREME INDUSTRIES, INC. (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, as follows (in thousands): Cash $ 36,878 Accounts receivable 25,196 Inventories 33,471 Prepaid expense and other 23,916 Property, plant, and equipment 59,891 Intangibles 161,200 Goodwill 167,714 Other assets 127 Total assets acquired $ 508,393 Current portion of long term debt $ 7,167 Accounts payable 10,546 Other accrued liabilites 55,518 Deferred income taxes 71,880 Long term liabilities 2,918 Total liabilities assumed $ 148,029 Net assets acquired $ 360,364 Acquisition, net of cash acquired $ 323,486 |
Intangible Assets | Intangible assets totaling $161.2 million were recorded as a result of the acquisition and consist of the following (in thousands): Amount Useful Life Tradename $ 20,000 20 years Customer relationships 139,000 15 years Backlog 2,200 Less than 1 year $ 161,200 |
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): Three Months Ended Nine Months Ended 2017 2017 Net sales $ 496,761 $ 1,454,599 Net income $ 14,688 $ 58,341 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 net realizable value. The cost of manufactured inventory includes raw material, labor and overhead. Inventories, net of reserves, consist of the following (in thousands): September 30, December 31, 2018 2017 Raw materials and components $ 104,797 $ 83,834 Finished goods 101,490 54,000 Work in progress 18,281 29,123 Aftermarket parts 6,468 6,448 Used trailers 1,414 7,330 $ 232,450 $ 180,735 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Prepaid expenses and other current assets as of September 30, 2018 and December 31, 2017 consists of the following (in thousands): September 30, December 31, 2018 2017 Chassis converter pool agreements $ 16,653 $ 18,326 Assets held for sale 16,631 10,777 Income tax receivables 15,086 10,821 Restricted cash 5,618 - Insurance premiums & maintenance agreements 3,937 6,860 All other 14,633 10,515 $ 72,558 $ 57,299 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows. September 30, September 30, 2018 2017 Cash and cash equivalents $ 104,121 $ 153,702 Restricted cash included in prepaid expenses and other 5,618 - Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 109,739 $ 153,702 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consists of the following (in thousands): September 30, December 31, 2018 2017 Senior notes due 2025 $ 325,000 $ 325,000 Term loan credit agreement 186,169 187,579 Convertible senior notes due 2018 - 44,561 Other debt - 93 511,169 557,233 Less: unamortized discount and fees (5,980 ) (7,122 ) Less: current portion (1,880 ) (46,020 ) $ 503,309 $ 504,091 |
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, 2018, and 2017 included in Interest Expense Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Contractual coupon interest expense $ - $ 379 $ 470 $ 1,194 Accretion of discount and fees on the liability component $ - $ 374 $ 461 $ 1,159 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 and December 31, 2017 were as follows (in thousands): September 30, 2018 December 31, 2017 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 $ - $ - $ - $ - $ 44,046 $ - $ 83,605 $ - Senior notes due 2025 319,818 - 310,375 - 319,377 - 328,250 - Term loan credit agreement 185,371 - 186,169 - 186,620 - 188,048 - Other debt - - - - 67 - - 67 Capital lease obligations 1,086 - - 1,086 1,302 - - 1,302 $ 506,275 $ - $ 496,544 $ 1,086 $ 551,412 $ - $ 599,903 $ 1,369 |
Schedule of Goodwill | Changes in the goodwill balance for the nine months ended September 30, 2018 and 2017 are as follows (in thousands): 2018 2017 Balance as of January 1 $ 317,464 $ 148,367 Acquisition of Supreme (1,520 ) 165,400 Effects of foreign currency 44 (141 ) Impairment of goodwill (4,944 ) - Balance as of September 30 $ 311,044 $ 313,626 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income per share | The calculation of basic and diluted net income per share is determined using net income applicable to common stockholders as the numerator and the number of shares included in the denominator as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Basic net income per share: Net income applicable to common stockholders $ 4,664 $ 18,947 $ 57,837 $ 62,066 Weighted average common shares outstanding 56,798 58,994 57,486 59,675 Basic net income per share $ 0.08 $ 0.32 $ 1.01 $ 1.04 Diluted net income per share: Net income applicable to common stockholders $ 4,664 $ 18,947 $ 57,837 $ 62,066 Weighted average common shares outstanding 56,798 58,994 57,486 59,675 Dilutive shares from assumed conversion of convertible senior notes - 1,701 676 1,713 Dilutive stock options and restricted stock 944 1,540 1,056 1,527 Diluted weighted average common shares outstanding 57,742 62,235 59,218 62,915 Diluted net income per share $ 0.08 $ 0.30 $ 0.98 $ 0.99 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | The following table presents the major components of Other Accrued Liabilities September 30, December 31, 2018 2017 Payroll and related taxes $ 26,303 $ 27,840 Customer deposits 23,044 26,059 Warranty 21,465 20,132 Chassis converter pool agreements 16,653 18,326 Self-insurance 10,755 9,996 Accrued taxes 4,731 9,224 All other 17,359 17,333 $ 120,310 $ 128,910 |
Changes in product warranty accrual | The following table presents the changes in the product warranty accrual included in Other Accrued Liabilities 2018 2017 Balance as of January 1 $ 20,132 $ 20,520 Provision for warranties issued in current year 5,272 4,159 Supreme Acquisition - 1,581 (Recovery of) Provision for pre-existing warranties - (225 ) Payments (3,939 ) (4,928 ) Balance as of September 30 $ 21,465 $ 21,107 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Reportable segment information is as follows (in thousands): Commercial Diversified Final Mile Corporate and Trailer Products Products Products Eliminations Consolidated Three Months Ended September 30, 2018 Net sales External customers $ 368,301 $ 97,723 $ 87,049 $ - $ 553,073 Intersegment sales 41 4,638 - (4,679 ) - Total net sales $ 368,342 $ 102,361 $ 87,049 $ (4,679 ) $ 553,073 Income (Loss) from operations $ 32,453 $ (6,346 ) $ (1,495 ) $ (8,099 ) $ 16,513 Assets $ 358,150 $ 352,494 $ 475,934 $ 163,629 $ 1,350,207 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 Commercial Diversified Final Mile Corporate and Trailer Products Products Products Eliminations Consolidated Nine Months Ended September 30, 2018 Net sales External customers $ 1,098,182 $ 275,183 $ 283,717 $ - $ 1,657,082 Intersegment sales 89 16,466 - (16,555 ) - Total net sales $ 1,098,271 $ 291,649 $ 283,717 $ (16,555 ) $ 1,657,082 Income (Loss) from operations $ 102,718 $ 3,078 $ 9,372 $ (26,959 ) $ 88,209 Assets $ 358,150 $ 352,494 $ 475,934 $ 163,629 $ 1,350,207 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 |
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 Trailer Products Diversified Products Final Mile Products Corporate and Eliminations Consolidated $ $ $ $ $ % Three Months Ended September 30, 2018 New trailers 354,003 44,399 - - 398,402 72.0 Used trailers 1,888 775 - - 2,663 0.5 Components, parts and service 8,090 29,064 2,304 (4,676 ) 34,782 6.3 Equipment and other 4,361 28,123 84,745 (3 ) 117,226 21.2 Total net sales 368,342 102,361 87,049 (4,679 ) 553,073 100.0 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 Commercial Trailer Products Diversified Products Final Mile Products Corporate and Eliminations Consolidated $ $ $ $ $ % Nine Months Ended September 30, 2018 New trailers 1,049,452 115,840 - - 1,165,292 70.3 Used trailers 8,794 2,489 - - 11,283 0.7 Components, parts and service 25,780 94,958 7,340 (16,529 ) 111,549 6.7 Equipment and other 14,245 78,362 276,377 (26 ) 368,958 22.3 Total net sales 1,098,271 291,649 283,717 (16,555 ) 1,657,082 100.0 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 |
Purchase Price Allocation (Deta
Purchase Price Allocation (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Sep. 27, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill | $ 311,044 | $ 313,626 | $ 317,464 | $ 148,367 | |
Acquisition, net of cash acquired | $ 0 | $ 323,487 | |||
Supreme Industries Inc. [Member] | |||||
Cash | $ 36,878 | ||||
Accounts receivable | 25,196 | ||||
Inventories | 33,471 | ||||
Prepaid expense and other | 23,916 | ||||
Property, plant, and equipment | 59,891 | ||||
Intangibles | 161,200 | ||||
Goodwill | 167,714 | ||||
Other assets | 127 | ||||
Total assets acquired | 508,393 | ||||
Current portion of long term debt | 7,167 | ||||
Accounts payable | 10,546 | ||||
Other accrued liabilites | 55,518 | ||||
Deferred income taxes | 71,880 | ||||
Long term liabilities | 2,918 | ||||
Total liabilities assumed | 148,029 | ||||
Net assets acquired | 360,364 | ||||
Acquisition, net of cash acquired | $ 323,486 |
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 | $ 161,200 |
Tradename [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 | $ 139,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years |
Backlog [Member] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,200 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year |
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, 2017 | |
Net sales | $ 496,761 | $ 1,454,599 |
Net income | $ 14,688 | $ 58,341 |
Acquisition of supreme indust_3
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. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combination, Acquisition Related Costs | $ 0 | $ 8,704 | $ 68 | $ 8,704 | |||
Goodwill | 311,044 | 313,626 | 311,044 | 313,626 | $ 317,464 | $ 148,367 | |
Goodwill, Period Increase (Decrease) | 1,500 | ||||||
Revenues | 553,073 | $ 425,098 | 1,657,082 | 1,223,717 | |||
Senior Notes [Member] | |||||||
Debt Instrument, Face Amount | $ 325,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | ||||||
Supreme Industries Inc. [Member] | |||||||
Business Acquisition, Share Price | $ 21 | ||||||
Business Combination, Acquisition Related Costs | 100 | $ 8,700 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 161,200 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 20,100 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 20,500 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 22,100 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 23,400 | ||||||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 18,900 | ||||||
Goodwill | 167,714 | ||||||
Revenues | 85,100 | 276,800 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 200 | $ 14,200 | |||||
Class A and Class B [Member] | |||||||
Payments to Acquire Businesses, Gross | 360,400 | ||||||
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, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Raw materials and components | $ 104,797 | $ 83,834 |
Finished goods | 101,490 | 54,000 |
Work in progress | 18,281 | 29,123 |
Aftermarket parts | 6,468 | 6,448 |
Used trailers | 1,414 | 7,330 |
Total, Inventories | $ 232,450 | $ 180,735 |
Prepaid expenses (Details)
Prepaid expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Chassis converter pool agreements | $ 16,653 | $ 18,326 | |
Assets held for sale | 16,631 | 10,777 | |
Income tax receivables | 15,086 | 10,821 | |
Restricted cash | 5,618 | 0 | $ 0 |
Insurance premiums & maintenance agreements | 3,937 | 6,860 | |
All other | 14,633 | 10,515 | |
Prepaid Expense and Other Assets, Current | $ 72,558 | $ 57,299 |
Prepaid expenses (Details 1)
Prepaid expenses (Details 1) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 104,121 | $ 191,521 | $ 153,702 | |
Restricted cash included in prepaid expenses and other | 5,618 | 0 | 0 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 109,739 | $ 191,521 | $ 153,702 | $ 163,467 |
Debt - Additional Information (
Debt - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Nov. 17, 2017USD ($) | Sep. 26, 2017USD ($) | May 31, 2012USD ($) | Apr. 30, 2012USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 27, 2017USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Liquidity Position To Meet Future Obligations, Amount | $ 271,400 | $ 271,400 | ||||||||
Interest Paid | 2,000 | $ 1,900 | ||||||||
Interest expense | 7,044 | 3,187 | 21,649 | $ 9,065 | ||||||
Gains (losses) on extinguishment of debt, total | (174) | (767) | ||||||||
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 the indenture 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% 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. | |||||||||
Amortization of Debt Issuance Costs and Discounts | 200 | 100 | ||||||||
Term Loan Credit Agreement Principal Amount | 500 | |||||||||
Convertible Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes issued, aggregate principal amount | $ 150,000 | |||||||||
Notes issued, interest rate | 3.375% | |||||||||
Debt Conversion, Converted Instrument, Amount | 44,600 | |||||||||
Gains (losses) on extinguishment of debt, total | 200 | |||||||||
Proceeds from Notes Payable | $ 145,100 | |||||||||
Debt Instrument Convertible Conversion Amount Settled Over the Principal | 80,200 | |||||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 35,500 | |||||||||
Convertible Senior Notes | Walker Group Holdings LLC | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument Maturity Year | 2,018 | |||||||||
Amended Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest Paid | 5,900 | $ 5,700 | ||||||||
Gains (losses) on extinguishment of debt, total | $ 600 | |||||||||
Term Loan Credit Agreement Principal Amount | $ 1,400 | |||||||||
Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes issued, aggregate principal amount | $ 325,000 | |||||||||
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. | |||||||||
Credit facility, maturity date | Oct. 1, 2025 | |||||||||
Interest expense | 4,600 | $ 13,800 | ||||||||
Proceeds from Issuance of Senior Long-term Debt | $ 318,900 | |||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility, maturity date | Jun. 4, 2020 | |||||||||
Debt Instrument, Description of Variable Rate Basis | The Revolving Credit Facility (i) bears interest, at the Borrowers’ election, at (x) the London Interbank Offer Rate (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 | |||||||||
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 | $ 186,200 | $ 186,200 | ||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,900 | |||||||||
Term Loan Credit Agreement | Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Amount Outstanding | $ 188,000 | $ 188,000 | ||||||||
Debt Instrument, Description of Variable Rate Basis | (i) LIBOR (subject to a floor of 0%) plus a margin of 225 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 | |||||||||
Term Loan Credit Agreement | Incremental Senior Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior Secured Leverage Ratio Covenant Requirements | 3.00 to 1.00 | |||||||||
Minimum | Revolving Credit Facility | Amended and Restated Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fixed Charge Coverage Ratio Minimum | 1 | 1 | ||||||||
Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 100 | $ 100 | ||||||||
Maximum | Revolving Credit Facility | Amended and Restated Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fixed Charge Coverage Ratio Minimum | 1.1 | 1.1 |
Components of Long Term Debt (D
Components of Long Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 511,169 | $ 557,233 |
Less: unamortized discount and fees | (5,980) | (7,122) |
Less: current portion | (1,880) | (46,020) |
LONG-TERM DEBT | 503,309 | 504,091 |
Convertible senior notes due 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 0 | 44,561 |
Senior notes due 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 325,000 | 325,000 |
Other debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 0 | 93 |
Term loan credit agreement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 186,169 | $ 187,579 |
Contractual Coupon Interest Exp
Contractual Coupon Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | ||||
Contractual coupon interest expense | $ 0 | $ 379 | $ 470 | $ 1,194 |
Accretion of discount and fees on the liability component | $ 0 | $ 374 | $ 461 | $ 1,159 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill, Impairment Loss | $ 4,900 | $ 4,944 | $ 0 |
Impairment of Intangible Assets, Finite-lived | 7,000 | ||
Derivative, Notional Amount | 25,100 | 25,100 | |
Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, fair value disclosure, recurring | 900 | 900 | |
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 | 4,900 | 4,900 | |
Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, fair value disclosure, recurring | $ 16,300 | $ 16,300 |
Financial Assets and Liabilitie
Financial Assets and Liabilities Accounted For at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | $ 506,275 | $ 551,412 |
Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 319,818 | 319,377 |
Other debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 0 | 67 |
Convertible senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 0 | 44,046 |
Term loan credit agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 185,371 | 186,620 |
Capital lease obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 1,086 | 1,302 |
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 | 496,544 | 599,903 |
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 | 310,375 | 328,250 |
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 | 0 | 83,605 |
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 | 186,169 | 188,048 |
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 | 1,086 | 1,369 |
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 | 0 | 67 |
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 | $ 1,086 | $ 1,302 |
Changes In The Carrying Amounts
Changes In The Carrying Amounts of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Balance as of January 1 | $ 317,464 | $ 148,367 | |
Acquisition of Supreme | (1,520) | 165,400 | |
Effects of foreign currency | 44 | (141) | |
Impairment of goodwill | $ (4,900) | (4,944) | 0 |
Balance as of September 30 | $ 311,044 | $ 311,044 | $ 313,626 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Millions | Sep. 30, 2018USD ($) |
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 | $ 17.2 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) $ in Thousands, R$ in Millions | 1 Months Ended | 9 Months Ended | ||||
Nov. 22, 2011USD ($) | Nov. 22, 2011BRL (R$) | Sep. 30, 2018USD ($) | Sep. 30, 2018BRL (R$) | Dec. 31, 2017USD ($) | May 31, 2012USD ($) | |
Loss Contingencies [Line Items] | ||||||
Damages asserted by SVI | R$ | R$ 20.8 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed, contingent liability | $ 2,900 | |||||
Chassis converter pool Liability, Current | $ 16,653 | $ 18,326 | ||||
Supreme Industries Inc. [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Damages asserted by SVI | 40,000 | |||||
Court-Imposed Interest, Fees or Inflation Adjustments | ||||||
Loss Contingencies [Line Items] | ||||||
Total ordered damages granted to Bk | $ 6,600 | |||||
Court-Imposed Interest, Fees or Inflation Adjustments | Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Total ordered damages granted to Bk | R$ | R$ 26.7 | |||||
Chassis Converter Pool Agreements [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Other Inventory, Gross | $ 4,500 |
Calculation of Basic and Dilute
Calculation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Basic net income per share: | ||||
Net income applicable to common stockholders | $ 4,664 | $ 18,947 | $ 57,837 | $ 62,066 |
Weighted average common shares outstanding | 56,798 | 58,994 | 57,486 | 59,675 |
Basic net income per share | $ 0.08 | $ 0.32 | $ 1.01 | $ 1.04 |
Diluted net income per share: | ||||
Net income applicable to common stockholders | $ 4,664 | $ 18,947 | $ 57,837 | $ 62,066 |
Weighted average common shares outstanding | 56,798 | 58,994 | 57,486 | 59,675 |
Dilutive shares from assumed conversion of convertible senior notes | 0 | 1,701 | 676 | 1,713 |
Dilutive stock options and restricted stock | 944 | 1,540 | 1,056 | 1,527 |
Diluted weighted average common shares outstanding | 57,742 | 62,235 | 59,218 | 62,915 |
Diluted net income per share | $ 0.08 | $ 0.30 | $ 0.98 | $ 0.99 |
Net Income per share - Addition
Net Income per share - Additional Information (Details Textual) - $ / shares | Sep. 30, 2018 | Sep. 30, 2017 |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Debt Instrument, Convertible, Conversion Price | $ 11.70 | $ 11.70 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Investments, Owned, Federal Income Tax Note [Line Items] | |||||
Effective income tax rate reconciliation at federal statutory income tax rate | 21.00% | 35.00% | |||
Income Tax Expense (Benefit) | $ 5,338 | $ 10,728 | $ 21,209 | $ 32,321 | |
Effective Income Tax Rate Reconciliation, Percent | 53.40% | 36.20% | 26.80% | 34.20% | |
Deferred Income Tax Assets, Net | $ 3,100 |
Major Components of Other Accru
Major Components of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued Liabilities [Line Items] | ||||
Payroll and related taxes | $ 26,303 | $ 27,840 | ||
Customer deposits | 23,044 | 26,059 | ||
Warranty | 21,465 | 20,132 | $ 21,107 | $ 20,520 |
Chassis converter pool agreements | 16,653 | 18,326 | ||
Self-Insurance | 10,755 | 9,996 | ||
Accrued taxes | 4,731 | 9,224 | ||
All other | 17,359 | 17,333 | ||
Other accrued liabilities | $ 120,310 | $ 128,910 |
Product Warranty Accrual Includ
Product Warranty Accrual Included in Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Other Accrued Liabilities [Line Items] | ||
Balance as of January 1 | $ 20,132 | $ 20,520 |
Provision for warranties issued in current year | 5,272 | 4,159 |
Supreme Acquisition | 0 | 1,581 |
(Recovery of) Provision for pre-existing warranties | 0 | (225) |
Payments | (3,939) | (4,928) |
Balance as of September 30 | $ 21,465 | $ 21,107 |
Reportable Segment Information
Reportable Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Net Sales | |||||
Total net sales | $ 553,073 | $ 425,098 | $ 1,657,082 | $ 1,223,717 | |
Income (Loss) from operations | 16,513 | 26,591 | 88,209 | 95,523 | |
Assets | 1,350,207 | 1,379,127 | 1,350,207 | 1,379,127 | $ 1,351,513 |
External Customers | |||||
Net Sales | |||||
Total net sales | 553,073 | 425,098 | 1,657,082 | 1,223,717 | |
Intersegment Sales | |||||
Net Sales | |||||
Total net sales | 0 | 0 | 0 | 0 | |
Commercial Trailer Products | |||||
Net Sales | |||||
Total net sales | 368,342 | 339,492 | 1,098,271 | 962,421 | |
Income (Loss) from operations | 32,453 | 36,319 | 102,718 | 111,865 | |
Assets | 358,150 | 362,209 | 358,150 | 362,209 | |
Commercial Trailer Products | External Customers | |||||
Net Sales | |||||
Total net sales | 368,301 | 339,494 | 1,098,182 | 962,371 | |
Commercial Trailer Products | Intersegment Sales | |||||
Net Sales | |||||
Total net sales | 41 | (2) | 89 | 50 | |
Diversified Products | |||||
Net Sales | |||||
Total net sales | 102,361 | 88,850 | 291,649 | 269,587 | |
Income (Loss) from operations | (6,346) | 5,178 | 3,078 | 14,844 | |
Assets | 352,494 | 356,147 | 352,494 | 356,147 | |
Diversified Products | External Customers | |||||
Net Sales | |||||
Total net sales | 97,723 | 85,604 | 275,183 | 261,346 | |
Diversified Products | Intersegment Sales | |||||
Net Sales | |||||
Total net sales | 4,638 | 3,246 | 16,466 | 8,241 | |
Final Mile Products | |||||
Net Sales | |||||
Total net sales | 87,049 | 0 | 283,717 | 0 | |
Income (Loss) from operations | (1,495) | 0 | 9,372 | 0 | |
Assets | 475,934 | 0 | 475,934 | 0 | |
Final Mile Products | External Customers | |||||
Net Sales | |||||
Total net sales | 87,049 | 0 | 283,717 | 0 | |
Final Mile Products | Intersegment Sales | |||||
Net Sales | |||||
Total net sales | 0 | 0 | 0 | 0 | |
Corporate and Eliminations | |||||
Net Sales | |||||
Total net sales | (4,679) | (3,244) | (16,555) | (8,291) | |
Income (Loss) from operations | (8,099) | (14,906) | (26,959) | (31,186) | |
Assets | 163,629 | 660,771 | 163,629 | 660,771 | |
Corporate and Eliminations | External Customers | |||||
Net Sales | |||||
Total net sales | 0 | 0 | 0 | 0 | |
Corporate and Eliminations | Intersegment Sales | |||||
Net Sales | |||||
Total net sales | $ (4,679) | $ (3,244) | $ (16,555) | $ (8,291) |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Product Information [Line Items] | ||||
Total net external sales | $ 553,073 | $ 425,098 | $ 1,657,082 | $ 1,223,717 |
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 external sales | $ (4,679) | $ (3,244) | $ (16,555) | $ (8,291) |
Commercial Trailer Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 368,342 | 339,492 | 1,098,271 | 962,421 |
Diversified Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 102,361 | 88,850 | 291,649 | 269,587 |
Final Mile Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 87,049 | 0 | 283,717 | 0 |
New Trailers | ||||
Product Information [Line Items] | ||||
Total net external sales | $ 398,402 | $ 354,688 | $ 1,165,292 | $ 1,005,268 |
New Trailers | Sales Revenue, Net | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 72.00% | 83.40% | 70.30% | 82.10% |
New Trailers | Corporate and Eliminations | ||||
Product Information [Line Items] | ||||
Total net external sales | $ 0 | $ 0 | $ 0 | $ 0 |
New Trailers | Commercial Trailer Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 354,003 | 319,463 | 1,049,452 | 906,058 |
New Trailers | Diversified Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 44,399 | 35,225 | 115,840 | 99,210 |
New Trailers | Final Mile Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 0 | 0 | 0 | 0 |
Used Trailers | ||||
Product Information [Line Items] | ||||
Total net external sales | $ 2,663 | $ 3,846 | $ 11,283 | $ 7,825 |
Used Trailers | Sales Revenue, Net | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 0.50% | 0.90% | 0.70% | 0.60% |
Used Trailers | Corporate and Eliminations | ||||
Product Information [Line Items] | ||||
Total net external sales | $ 0 | $ 0 | $ 0 | $ 0 |
Used Trailers | Commercial Trailer Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 1,888 | 3,245 | 8,794 | 5,368 |
Used Trailers | Diversified Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 775 | 601 | 2,489 | 2,457 |
Used Trailers | Final Mile Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 0 | 0 | 0 | 0 |
Components, parts and service | ||||
Product Information [Line Items] | ||||
Total net external sales | $ 34,782 | $ 36,892 | $ 111,549 | $ 123,559 |
Components, parts and service | Sales Revenue, Net | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 6.30% | 8.70% | 6.70% | 10.10% |
Components, parts and service | Corporate and Eliminations | ||||
Product Information [Line Items] | ||||
Total net external sales | $ (4,676) | $ (3,244) | $ (16,529) | $ (8,291) |
Components, parts and service | Commercial Trailer Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 8,090 | 12,255 | 25,780 | 38,100 |
Components, parts and service | Diversified Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 29,064 | 27,881 | 94,958 | 93,750 |
Components, parts and service | Final Mile Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 2,304 | 0 | 7,340 | 0 |
Equipment and other | ||||
Product Information [Line Items] | ||||
Total net external sales | $ 117,226 | $ 29,672 | $ 368,958 | $ 87,065 |
Equipment and other | Sales Revenue, Net | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 21.20% | 7.00% | 22.30% | 7.20% |
Equipment and other | Corporate and Eliminations | ||||
Product Information [Line Items] | ||||
Total net external sales | $ (3) | $ 0 | $ (26) | $ 0 |
Equipment and other | Commercial Trailer Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 4,361 | 4,529 | 14,245 | 12,895 |
Equipment and other | Diversified Products | ||||
Product Information [Line Items] | ||||
Total net external sales | 28,123 | 25,143 | 78,362 | 74,170 |
Equipment and other | Final Mile Products | ||||
Product Information [Line Items] | ||||
Total net external sales | $ 84,745 | $ 0 | $ 276,377 | $ 0 |
NEW ACCOUNTING PRONOUNCEMENTS (
NEW ACCOUNTING PRONOUNCEMENTS (Details textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals | $ 5,300 | $ 5,300 | |
Goodwill, Impairment Loss | 4,900 | $ 4,944 | $ 0 |
Accounting Standards Update 2016-04 [Member] | |||
Goodwill, Impairment Loss | $ 4,900 |