Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 16, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | WABASH NATIONAL CORP /DE | ||
Entity Central Index Key | 879,526 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1,267,688,443 | ||
Trading Symbol | WNC | ||
Entity Common Stock, Shares Outstanding | 57,650,183 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 191,521 | $ 163,467 |
Accounts receivable | 146,836 | 153,634 |
Inventories | 180,735 | 139,953 |
Prepaid expenses and other | 57,299 | 24,351 |
Total current assets | 576,391 | 481,405 |
PROPERTY, PLANT AND EQUIPMENT | 195,363 | 134,138 |
DEFERRED INCOME TAXES | 0 | 20,343 |
GOODWILL | 317,464 | 148,367 |
INTANGIBLE ASSETS | 237,030 | 94,405 |
OTHER ASSETS | 25,265 | 20,075 |
Total Assets | 1,351,513 | 898,733 |
CURRENT LIABILITIES | ||
Current portion of long-term debt | 46,020 | 2,468 |
Current portion of capital lease obligations | 290 | 494 |
Accounts payable | 108,448 | 71,338 |
Other accrued liabilities | 128,910 | 92,314 |
Total current liabilities | 283,668 | 166,614 |
LONG-TERM DEBT | 504,091 | 233,465 |
CAPITAL LEASE OBLIGATIONS | 1,012 | 1,409 |
DEFERRED INCOME TAXES | 36,955 | 499 |
OTHER NONCURRENT LIABILITIES | 19,724 | 24,355 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Common stock 200,000,000 shares authorized, $0.01 par value, 57,564,493 and 60,129,631 shares outstanding, respectively | 737 | 725 |
Additional paid-in capital | 653,435 | 640,883 |
Retained earnings | 98,728 | 3,591 |
Accumulated other comprehensive loss | (2,385) | (2,847) |
Treasury stock at cost, 16,207,740 and 12,474,109 common shares, respectively | (244,452) | (169,961) |
Total stockholders' equity | 506,063 | 472,391 |
Total Liabilities and Equity | $ 1,351,513 | $ 898,733 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares outstanding | 57,564,493 | 60,129,631 |
Treasury stock, shares | 16,207,740 | 12,474,109 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
NET SALES | $ 1,767,161 | $ 1,845,444 | $ 2,027,489 |
COST OF SALES | 1,506,286 | 1,519,910 | 1,724,046 |
Gross profit | 260,875 | 325,534 | 303,443 |
GENERAL AND ADMINISTRATIVE EXPENSES | 77,825 | 74,129 | 73,495 |
SELLING EXPENSES | 25,588 | 27,270 | 27,233 |
AMORTIZATION OF INTANGIBLES | 17,041 | 19,940 | 21,259 |
ACQUISITON EXPENSES | 9,605 | 0 | 0 |
OTHER OPERATING EXPENSES | 0 | 1,663 | 1,087 |
Income from operations | 130,816 | 202,532 | 180,369 |
OTHER INCOME (EXPENSE): | |||
Interest expense | (16,400) | (15,663) | (19,548) |
Other, net | 8,122 | (1,452) | 2,490 |
Income before income taxes | 122,538 | 185,417 | 163,311 |
INCOME TAX EXPENSE | 11,116 | 65,984 | 59,022 |
Net income | $ 111,422 | $ 119,433 | $ 104,289 |
DIVIDENDS DECLARED PER SHARE | $ 0.255 | $ 0.06 | $ 0 |
BASIC NET INCOME PER SHARE | 1.88 | 1.87 | 1.55 |
DILUTED NET INCOME PER SHARE | $ 1.78 | $ 1.82 | $ 1.5 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
NET INCOME | $ 111,422 | $ 119,433 | $ 104,289 |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustment | 487 | (1,347) | (863) |
Unrealized holding loss on investments | (25) | 0 | 0 |
Total other comprehensive (loss) income | 462 | (1,347) | (863) |
COMPREHENSIVE INCOME | $ 111,884 | $ 118,086 | $ 103,426 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Deficit) [Member] | Accumulated Other Comprehensive Losses [Member] | Treasury Stock [Member] |
BALANCES at Dec. 31, 2014 | $ 390,832 | $ 709 | $ 635,606 | $ (216,198) | $ (637) | $ (28,648) |
BALANCES (in shares) at Dec. 31, 2014 | 68,998,069 | |||||
Net income for the year | 104,289 | 104,289 | ||||
Foreign currency translation | (863) | (863) | ||||
Stock-based compensation | 10,010 | $ 4 | 10,006 | |||
Stock-based compensation (in shares) | 396,389 | |||||
Stock repurchase | (61,757) | (61,757) | ||||
Stock repurchase (in shares) | (4,651,570) | |||||
Equity component of convertible senior notes repurchase | (4,714) | (4,714) | ||||
Unrealized holding loss on investments, net of tax | 0 | |||||
Common stock issued in connection with: Stock option exercises | 2,012 | $ 2 | 2,010 | |||
Common stock issued in connection with: Stock option exercises (in shares) | 186,622 | |||||
BALANCES at Dec. 31, 2015 | 439,809 | $ 715 | 642,908 | (111,909) | (1,500) | (90,405) |
BALANCES (in shares) at Dec. 31, 2015 | 64,929,510 | |||||
Net income for the year | 119,433 | 119,433 | ||||
Foreign currency translation | (1,347) | (1,347) | ||||
Stock-based compensation | 12,037 | $ 6 | 12,031 | |||
Stock-based compensation (in shares) | 615,066 | |||||
Stock repurchase | (79,556) | (79,556) | ||||
Stock repurchase (in shares) | (5,832,387) | |||||
Equity component of convertible senior notes repurchase | (18,883) | (18,883) | ||||
Common stock dividends | (3,933) | (3,933) | ||||
Unrealized holding loss on investments, net of tax | 0 | |||||
Common stock issued in connection with: Stock option exercises | 4,831 | $ 4 | 4,827 | |||
Common stock issued in connection with: Stock option exercises (in shares) | 417,442 | |||||
BALANCES at Dec. 31, 2016 | 472,391 | $ 725 | 640,883 | 3,591 | (2,847) | (169,961) |
BALANCES (in shares) at Dec. 31, 2016 | 60,129,631 | |||||
Net income for the year | 111,422 | 111,422 | ||||
Foreign currency translation | 487 | 487 | ||||
Stock-based compensation | 10,429 | $ 7 | 10,422 | |||
Stock-based compensation (in shares) | 650,218 | |||||
Stock repurchase | (74,491) | (74,491) | ||||
Stock repurchase (in shares) | (3,726,809) | |||||
Equity component of convertible senior notes repurchase | (3,655) | (3,655) | ||||
Common stock dividends | (16,285) | (16,285) | ||||
Unrealized holding loss on investments, net of tax | (25) | (25) | ||||
Common stock issued in connection with: Stock option exercises | 5,790 | $ 5 | 5,785 | |||
Common stock issued in connection with: Stock option exercises (in shares) | 511,453 | |||||
BALANCES at Dec. 31, 2017 | $ 506,063 | $ 737 | $ 653,435 | $ 98,728 | $ (2,385) | $ (244,452) |
BALANCES (in shares) at Dec. 31, 2017 | 57,564,493 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net income | $ 111,422 | $ 119,433 | $ 104,289 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation | 18,012 | 16,830 | 16,739 |
Amortization of intangibles | 17,041 | 19,940 | 21,259 |
Net (gain) loss on sale of property, plant and equipment | (8,046) | 101 | (8,299) |
Loss on debt extinguishment | 799 | 1,895 | 5,808 |
Deferred income taxes | (14,682) | 4,044 | (7,749) |
Stock-based compensation | 10,429 | 12,038 | 10,010 |
Non-cash interest expense | 2,258 | 3,475 | 5,222 |
Impairment of goodwill and other intangibles | 0 | 1,663 | 1,087 |
Changes in operating assets and liabilities | |||
Accounts receivable | 31,943 | (809) | (17,618) |
Inventories | (13,158) | 24,969 | 10,162 |
Prepaid expenses and other | (2,014) | (10,147) | 1,786 |
Accounts payable and accrued liabilities | (963) | (13,002) | (12,243) |
Other, net | (8,662) | (1,680) | 1,342 |
Net cash provided by operating activities | 144,379 | 178,750 | 131,795 |
Cash flows from investing activities | |||
Capital expenditures | (26,056) | (20,342) | (20,847) |
Proceeds from sale of property, plant and equipment | 10,860 | 19 | 13,203 |
Acquisitions, net of cash acquired | (323,487) | 0 | 0 |
Other, net | 6,443 | 3,014 | 0 |
Net cash used in investing activities | (332,240) | (17,309) | (7,644) |
Cash flows from financing activities | |||
Proceeds from exercise of stock options | 5,790 | 4,831 | 2,012 |
Borrowings under senior notes | 325,000 | 0 | 0 |
Dividends paid | (15,315) | 0 | 0 |
Borrowings under revolving credit facilities | 713 | 618 | 1,134 |
Payments under revolving credit facilities | (713) | (618) | (1,134) |
Principal payments under capital lease obligations | (600) | (779) | (4,201) |
Proceeds from issuance of term loan credit facility | 377,519 | 0 | 192,845 |
Principal payments under term loan credit facility | (386,577) | (1,928) | (194,291) |
Principal payments under industrial revenue bond | (583) | (473) | (496) |
Debt issuance costs paid | (6,783) | 0 | (2,587) |
Convertible senior notes repurchase | (8,045) | (98,922) | (22,936) |
Stock repurchase | (74,491) | (79,556) | (61,757) |
Net cash provided by (used in) financing activities | 215,915 | (176,827) | (91,411) |
Net increase (decrease) in cash and cash equivalents | 28,054 | (15,386) | 32,740 |
Cash and cash equivalents at beginning of year | 163,467 | 178,853 | 146,113 |
Cash and cash equivalents at end of year | 191,521 | 163,467 | 178,853 |
Cash paid during the period for | |||
Interest | 8,394 | 12,656 | 14,578 |
Income taxes | $ 41,391 | $ 68,870 | $ 66,283 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS | 1. DESCRIPTION OF THE BUSINESS Wabash National Corporation (the “Company,” “Wabash” or “Wabash National”) manufactures a diverse range of products including: dry freight and refrigerated trailers, platform trailers, bulk tank trailers, dry and refrigerated truck bodies, truck-mounted tanks, intermodal equipment, aircraft refueling equipment, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade and pharmaceutical equipment. Its innovative products are sold under the following brand names: Wabash National ® ® ® ® ® ® ® |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Consolidation The consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany profits, transactions and balances have been eliminated in consolidation. b. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that directly affect the amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from these estimates. c. Revenue Recognition The Company recognizes revenue from the sale of its products when the customer has made a fixed commitment to purchase a product for a fixed or determinable price, collection is reasonably assured under the Company’s normal billing and credit terms and ownership and all risk of loss has been transferred to the buyer, which is normally upon shipment to or pick up by the customer. Revenues on certain contracts are recorded on a percentage of completion method, measured by actual total cost incurred to the total estimated costs for each project. The Company excludes from revenue vehicle chassis obtained through its converter pool agreements as the original equipment manufacturer (“OEM”) retains full rights and ownership of the chassis for ultimate sale to an authorized OEM dealer. Revenues exclude all taxes collected from the customer. Shipping and handling fees are included in Net Sales Cost of Sales d. Used Trailer Trade Commitments and Residual Value Guarantees In the normal course of business, the Company commits to accept used trailers on trade for new trailer purchases. These commitments arise related to future new trailer orders at the time a new trailer order is placed by the customer. The Company acquired used trailers on trade of $9.5 million, $4.6 million, and $12.8 million in 2017, 2016, and 2015, respectively. As of December 31, 2017, the Company had $3.2 million in outstanding trade commitments which also represented the estimated net realizable value of the underlying used trailer. The Company had no outstanding trade commitments as of December 31, 2016. On occasion, the amount of the trade allowance provided for in the used trailer commitments, or cost, may exceed the net realizable value of the underlying used trailer. In these instances, the Company’s policy is to recognize the loss related to these commitments at the time the new trailer revenue is recognized. Net realizable value of used trailers is measured considering market sales data for comparable types of trailers. e. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the time of purchase. f. Accounts Receivable Accounts receivable are shown net of allowance for doubtful accounts and primarily include trade receivables. The Company records and maintains a provision for doubtful accounts for customers based upon a variety of factors including the Company’s historical collection experience, the length of time the account has been outstanding and the financial condition of the customer. If the circumstances related to specific customers were to change, the Company’s estimates with respect to the collectability of the related accounts could be further adjusted. The Company’s policy is to write-off receivables when they are determined to be uncollectible. Provisions to the allowance for doubtful accounts are charged to Selling, General, and Administrative Expenses Years Ended December 31, 2017 2016 2015 Balance at beginning of year $ 951 $ 956 $ 1,047 Provision 119 117 145 Write-offs, net of recoveries (201 ) (122 ) (236 ) Balance at end of year $ 869 $ 951 $ 956 g. Inventories Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or market. The cost of manufactured inventory includes raw material, labor and overhead. Inventories, net of reserves, consist of the following (in thousands): December 31, 2017 2016 Raw materials and components $ 83,834 $ 53,388 Finished goods 54,000 57,297 Work in progress 29,123 18,422 Used trailers 7,330 2,490 Aftermarket parts 6,448 8,356 $ 180,735 $ 139,953 h. Prepaid Expenses and Other Prepaid expenses and other as of December 31, 2017 and 2016 consists of the following (in thousands): December 31, 2017 2016 Chassis converter pool agreements $ 18,326 $ - Income tax receivables 10,821 6,926 Assets held for sale 10,777 5,788 Insurance premiums &; maintenance agreements 6,860 3,555 All other 10,515 8,082 $ 57,299 $ 24,351 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 locations which are being actively marketed for sale. Insurance premiums and maintenance agreements are charged to expense over the contractual life, which is generally one year or less. Other prepaid items consist primarily of costs in excess of billings on contracts for which the Company recognizes revenue on a percentage of completion basis and investments held by the Company’s captive insurance subsidiary. i. Property, Plant and Equipment Property, plant and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred, while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvements and range from three to ten years for machinery and equipment. Depreciation expense, which is recorded in Cost of Sales General and Administrative Expenses Property, Plant and Equipment Property, plant and equipment consist of the following (in thousands): December 31, 2017 2016 Land $ 34,493 $ 20,958 Buildings and building improvements 139,636 110,789 Machinery and equipment 254,544 231,094 Construction in progress 17,672 12,116 $ 446,345 $ 374,957 Less: accumulated depreciation (250,982 ) (240,819 ) $ 195,363 $ 134,138 j. Intangible Assets As of December 31, 2017, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted Average Gross Intangible Accumulated Net Intangible Tradenames and trademarks 20 years $ 57,894 $ (14,034 ) $ 43,860 Customer relationships 10 years 290,415 (105,567 ) 184,848 Technology 12 years 16,517 (8,694 ) 7,823 Backlog less than 1 year 2,200 (1,701 ) 499 Total $ 367,026 $ (129,996 ) $ 237,030 As of December 31, 2016, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted Average Gross Intangible Accumulated Net Intangible Tradenames and trademarks 20 years $ 37,894 $ (11,864 ) $ 26,030 Customer relationships 10 years 151,090 (92,686 ) 58,404 Technology 12 years 16,517 (6,546 ) 9,971 Total $ 205,501 $ (111,096 ) $ 94,405 Intangible asset amortization expense was $17.0 million, $19.9 million, and $21.3 million for 2017, 2016, and 2015, respectively. Annual intangible asset amortization expense for the next 5 fiscal years is estimated to be $20.4 million in 2018; $21.6 million in 2019; $23.1 million in 2020; $24.4 million in 2021; and $19.5 million in 2022. k. Goodwill Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company reviews goodwill for impairment, at the reporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its carrying value may not be recoverable. In accordance with ASC 350, Intangibles Goodwill and Other The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In assessing the qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of relevant events and circumstances and how these may impact a reporting unit's fair value or carrying amount involve significant judgments and assumptions. The judgments and assumptions include the identification of macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and Company specific events and making the assessment on whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. For reporting units in which the Company performs the two-step quantitative analysis, the first step compares the carrying value, including goodwill, of each reporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, this suggests that an impairment may exist and a second step is required in which the implied fair value of goodwill is calculated as the excess of the fair value of the reporting unit over the fair values assigned to its assets and liabilities. If this implied fair value is less than the carrying value, the difference is recognized as an impairment loss charged to the reporting unit. In assessing goodwill using this quantitative approach, the Company establishes fair value for the purpose of impairment testing by averaging the fair value using an income and market approach. The income approach employs a discounted cash flow model incorporating similar pricing concepts used to calculate fair value in an acquisition due diligence process and a discount rate that takes into account the Company’s estimated average cost of capital. The market approach employs market multiples based on comparable publicly traded companies in similar industries as the reporting unit. Estimates of fair value are established using current and forward multiples adjusted for size and performance of the reporting unit relative to peer companies. During the fourth quarters of 2017 and 2016, the Company completed its goodwill impairment test using the quantitative assessment. During the second quarter of 2016, in connection with the realignment of the Company’s reporting segments, the Company performed an analysis to determine the allocations of goodwill and test for impairment. Furthermore, for 2015, the Company completed its goodwill impairment testing during the fourth quarter using the qualitative approach. Based on these assessments and in connection with the realignment of the Company’s reporting segments in the second quarter of 2016, it determined that the portion of goodwill allocated to the retail branch operations was impaired as the fair value of the reporting unit did not exceed its carrying value resulting in an impairment charge for the Commercial Trailer Products reporting segment of $1.7 million. Based on all other assessments performed in each of the last three years, the Company believed it was more likely than not that the fair value of its reporting units were greater than their carrying amount and no additional impairment of goodwill was recognized. As of December 31, 2017, the carrying amount of goodwill totaled $317.5 million which was allocated to its reporting segment in the following amounts: Final Mile Products - $169.2 million; Diversified Products - $145.6 million; and, Commercial Trailer Products - $2.7 million. For the years ended December 31, 2017 and 2016, the changes in the carrying amounts of goodwill were as follows (in thousands): 2017 2016 Balance as of January 1 $ 148,367 $ 149,718 Acquisition of Supreme 169,235 - Effects of foreign currency (138 ) 312 Impairment of goodwill - (1,663 ) Balance as of December 31 $ 317,464 $ 148,367 l. Other Assets The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three to seven years. As of December 31, 2017 and 2016, the Company had software costs, net of amortization, of $7.3 million and $5.4 million, respectively. Amortization expense for 2017, 2016, and 2015 was $1.3 million, $1.0 million, and $0.7 million, respectively. m. Long-Lived Assets Long-lived assets, consisting primarily of intangible assets and property, plant and equipment, are reviewed for impairment whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. Fair value is determined based upon discounted cash flows or appraisals as appropriate. n. Other Accrued Liabilities The following table presents the major components of Other Accrued Liabilities December 31, 2017 2016 Payroll and related taxes $ 27,840 $ 26,793 Customer deposits 26,059 19,302 Warranty 20,132 20,520 Chassis converter pool agreements 18,326 - Self-insurance 9,996 8,387 Accrued taxes 9,224 6,400 All other 17,333 10,912 $ 128,910 $ 92,314 The following table presents the changes in the product warranty accrual included in Other Accrued Liabilities 2017 2016 Balance as of January 1 $ 20,520 $ 19,709 Provision for warranties issued in current year 5,873 6,601 Supreme acquisition 1,421 - (Recovery of) Provision for pre-existing warranties (970 ) 560 Payments (6,712 ) (6,350 ) Balance as of December 31 $ 20,132 $ 20,520 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 ® The following table presents the changes in the self-insurance accrual included in Other Accrued Liabilities 2017 2016 Balance as of January 1 $ 8,387 $ 7,677 Expense 38,817 41,470 Supreme Acquisition 2,555 - Payments (39,763 ) (40,760 ) Balance as of December 31 $ 9,996 $ 8,387 The Company is self-insured up to specified limits for medical and workers’ compensation coverage. The self-insurance reserves have been recorded to reflect the undiscounted estimated liabilities, including claims incurred but not reported, as well as catastrophic claims as appropriate. o. Income Taxes The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realize the value of these assets. The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements. p. Concentration of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and customer receivables. We place our cash and cash equivalents with high quality financial institutions. Generally, we do not require collateral or other security to support customer receivables . q. Research and Development Research and development expenses are charged to earnings as incurred and were $3.9 million, $6.4 million and $4.8 million in 2017, 2016 and 2015, respectively. r. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash, 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. The Company believes that the adoption of the provisions of ASU 2017-04 will not have a material impact on its consolidated financial position, results of operations or cash flows. |
ACQUISITION OF SUPREME INDUSTRI
ACQUISITION OF SUPREME INDUSTRIES, INC. | 12 Months Ended |
Dec. 31, 2017 | |
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 $ 21 360.4 325 5.50 Supreme is one of the nation’s leading manufacturers of specialized commercial vehicles, including cutaway and dry-freight van bodies, refrigerated units, and stake bodies. Supreme has manufacturing facilities in Goshen and Ligonier, Indiana; Jonestown, Pennsylvania; Cleburne, Texas; Griffin, Georgia; and Moreno Valley, California. Supreme will be part of a new Final Mile Products segment created by the Company in the fourth quarter of 2017. This acquisition allows the Company to accelerate our growth and greatly 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 $ 9.6 Acquisition Expenses Cash $ 36,878 Accounts receivable 25,146 Inventories 34,084 Prepaid expense and other 21,730 Property, plant, and equipment 59,891 Intangibles 161,200 Goodwill 169,235 Other assets 127 Total assets acquired $ 508,291 Current portion of long term debt $ 7,167 Accounts payable 10,546 Other accrued liabilites 55,350 Deferred income taxes 71,946 Long term liabilities 2,917 Total liabilities assumed $ 147,926 Net assets acquired $ 360,365 Acquisition, net of cash acquired $ 323,487 Intangible assets of $161.2 million were preliminarily 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 Goodwill of $ 169.2 3.8 Unaudited Pro forma Results The results of Supreme are included in the Condensed Consolidated Statements of Operations from the date of acquisition, including $ 67.1 Twelve Months Ended 2017 2016 Sales $ 1,998,043 $ 2,139,404 Net income $ 117,786 $ 124,323 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. |
PER SHARE OF COMMON STOCK
PER SHARE OF COMMON STOCK | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
PER SHARE OF COMMON STOCK | 4. PER SHARE OF COMMON STOCK Years Ended December 31, 2017 2016 2015 Basic net income per share: Net income applicable to common stockholders $ 111,422 $ 119,433 $ 104,289 Weighted average common shares outstanding 59,358 63,729 67,201 Basic net income per share $ 1.88 $ 1.87 $ 1.55 Diluted net income per share: Net income applicable to common stockholders $ 111,422 $ 119,433 $ 104,289 Weighted average common shares outstanding 59,358 63,729 67,201 Dilutive shares from assumed conversion of convertible senior notes 1,726 794 1,128 Dilutive stock options and restricted stock 1,515 1,239 1,039 Diluted weighted average common shares outstanding 62,599 65,762 69,368 Diluted net income per share $ 1.78 $ 1.82 $ 1.50 For the period ending December 31, 2017, there were no options excluded from average diluted shares outstanding as the average market price of the common shares was greater than the exercise price. The periods ended December 31, 2016 and 2015 exclude options to purchase common shares totaling 503 666 11.70 |
LEASE ARRANGEMENTS
LEASE ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases of Lessee Disclosure | 5. LEASE ARRANGEMENTS Capital Operating 2018 361 2,466 2019 361 1,364 2020 361 688 2021 361 439 2022 30 254 Thereafter - - Total minimum lease payments $ 1,474 $ 5,211 Interest (172) Present value of net minimum lease payments $ 1,302 Total rental expense was $ 6.5 6.2 6.2 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT December 31, December 31, 2017 2016 Convertible senior notes due 2018 $ 44,561 $ 48,951 Senior notes due 2025 325,000 - Term loan credit agreement 187,579 189,470 Other debt 93 676 $ 557,233 $ 239,097 Less: unamortized discount and fees (7,122) (3,164) Less: current portion (46,020) (2,468) $ 504,091 $ 233,465 Convertible Senior Notes In April 2012, the Company issued Convertible Senior Notes due 2018 150 3.375 145.1 As of December 31, 2017, and at any time until the close of business on the second business day immediately preceding the maturity date, the Convertible Notes are convertible by their holders into cash, shares of the Company’s common stock or any combination thereof at the Company’s election, at an initial conversion rate of 85.4372 1,000 11.70 If the Convertible Notes outstanding at December 31, 2017 had been converted as of December 31, 2017, the if-converted value would exceed the principal amount by approximately $ 38 The Company accounts separately for the liability and equity components of the Convertible Notes in accordance with authoritative guidance for convertible debt instruments that may be settled in cash upon conversion. The guidance requires the carrying amount of the liability component to be estimated by measuring the fair value of a similar liability that does not have an associated conversion feature. The Company determined that senior, unsecured corporate bonds traded on the market represent a similar liability to the Convertible Notes without the conversion option. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of the Convertible Notes to be 7.0 123.8 150.0 21.7 145.5 During 2017, the Company acquired $ 4.4 8.0 82.0 98.9 0.1 1.9 Other, net The Company applies the treasury stock method in calculating the dilutive impact of the Convertible Notes. For the years ended December 31, 2017 and 2016, the Convertible Notes had a dilutive impact. December 31, December 31, 2017 2016 Principal amount of the Notes outstanding $ 44,561 $ 48,951 Unamortized discount and fees of liability component (514) (2,183) Net carrying amount of liability component 44,047 46,768 Less: current portion (44,047) - Long-term debt $ - $ 46,768 Carrying value of equity component, net of issuance costs $ (7,626) $ (3,971) Remaining amortization period of discount on the liability component 0.4 years 1.3 years Interest Expense Years Ended December 31, 2017 2016 2015 Contractual coupon interest expense $ 1,570 $ 3,198 $ 5,063 Accretion of discount and fees on the liability component $ 1,537 $ 2,902 $ 4,324 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 5.50 semi-annually 318.9 October 1, 2025 The Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Senior Notes and related guarantees are the Company and the guarantors’ general unsecured senior obligations and are subordinate to all of the Company and the guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the Senior Notes are structurally subordinate to any existing and future debt of any of the Company’s subsidiaries that are not guarantors, to the extent of the assets of those subsidiaries. The indenture for the Senior Notes restricts the Company’s ability and the ability of certain of its subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or with respect to any other interest or participation in, or measured by, its profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications. During any time when the Senior Notes are rated investment grade by Moody’s Investors Service, Inc. and Standard &; Poor’s Ratings Services and no event of default has occurred or is continuing, many of such covenants will be suspended and the Company and its subsidiaries will not be subject to such covenants during such period. The indenture for the Senior Notes contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the Senior Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs. Contractual coupon interest expense and accretion of discount and fees for the Senior Notes for the year ended December 31, 2017 was $ 4.8 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 June 4, 2020 The Revolving Credit Facility (i) bears interest, at the Borrowers’ election, at (x) LIBOR (subject to a floor of 0%) plus a margin ranging from 150 basis points to 200 basis points, or (y) a base rate plus a margin ranging from 50 basis points to 100 basis points, in each case, based upon the monthly average excess availability under the Revolving Credit Facility, (ii) requires the Company to pay a monthly unused line fee equal to 25 basis points times the average unused availability under the Revolving Credit Facility, (iii) provides that if availability under the Revolving Credit Facility is less than 12.5% of the total commitment under the Revolving Credit Facility or if there exists an event of default, amounts in any of the Borrowers’ and the subsidiary guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied to reduce the outstanding amounts under the Revolving Credit Facility, and (iv) requires the Company to maintain a minimum fixed charge coverage ratio of not less than 1.1 1.0 In connection with, and in order to permit under the Credit Agreement, the Senior Notes offering and the acquisition of Supreme, on August 16, 2017, the Company entered into the Third Amendment to the Credit Agreement (the “Third Amendment”). The Third Amendment also permitted the Company to incur certain other indebtedness in connection with the acquisition of Supreme and to acquire certain liens and obligations of Supreme upon the consummation of the acquisition. The Credit Agreement is guaranteed by certain of the Company’s subsidiaries (the “Revolver Guarantors”) and is secured by (i) first priority security interests (subject only to customary permitted liens and certain other permitted liens) in substantially all personal property of the Borrowers and the Revolver Guarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash or other assets in such accounts and, to the extent evidencing or otherwise related to such property, all general intangibles, licenses, intercompany debt, letter of credit rights, commercial tort claims, chattel paper, instruments, supporting obligations, documents and payment intangibles (collectively, the “Revolver Priority Collateral”), and (ii) second-priority liens on and security interests in (subject only to the liens securing the Term Loan Credit Agreement (as defined below), customary permitted liens and certain other permitted liens) (A) equity interests of each direct subsidiary held by the Borrower and each Revolver Guarantor (subject to customary limitations in the case of the equity of foreign subsidiaries), and (B) substantially all other tangible and intangible assets of the Borrowers and the Revolver Guarantors including equipment, general intangibles, intercompany notes, insurance policies, investment property, intellectual property and material owned real property (in each case, except to the extent constituting Revolver Priority Collateral) (collectively, the “Term Priority Collateral”). The respective priorities of the security interests securing the Credit Agreement and the Term Loan Credit Agreement are governed by an Intercreditor Agreement between the Revolver Agent and the Term Agent (as defined below) (the “Intercreditor Agreement”). The Credit Agreement contains customary covenants limiting the Company’s ability to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, pay off subordinated indebtedness, make investments and dispose of assets. Subject to the terms of the Intercreditor Agreement, if the covenants under the Credit Agreement are breached, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customary events of default in the Credit Agreement include, without limitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain other indebtedness, and the incurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 30 days. As of December 31, 2017, the Company had no outstanding borrowings under the Credit Agreement and was in compliance with all covenants. The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $ 361.2 Term Loan Credit Agreement In May 2012, the Company entered into the Term Lo an 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 On February 24, 2017, the Company entered into Amendment No. 3 to the Term Loan Credit Agreement (“Amendment No. 3”). As of February 24, 2017, $ 189.5 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 The Tranche B-4 Loans shall amortize in equal quarterly installments in aggregate amounts equal to 0.25 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 years ended December 31, 2017, 2016 and 2015, under the Term Loan Credit Agreement the Company paid interest of $ 7.4 8.3 8.5 1.9 1.9 1.4 0.7 Other, net 187.6 1.9 For the years ended December 31, 2017, 2016 and 2015, the Company incurred charges of $ 0.2 0.2 0.3 Interest Expense |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2017 | |
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, $ 1.4 13.8 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, $ 2.9 Estimated Fair Value of Debt The estimated fair value of debt at December 31, 2017 consists primarily of the Convertible Senior Notes due 2018, Senior Notes due 2025 and borrowings under the Term Loan Credit Agreement (see Note 6). The fair value of the Convertible Senior Notes due 2018, Senior Notes due 2025, Term Loan Credit Agreement and the Revolving Credit Facility are based upon third party pricing sources, which generally do not represent daily market activity or represent data obtained from an exchange, and are classified as Level 2. The interest rates on the Company’s borrowings under the Revolving Credit Facility are adjusted regularly to reflect current market rates and thus carrying value approximates fair value for these borrowings. All other debt and capital lease obligations approximate their fair value as determined by discounted cash flows and are classified as Level 3. December 31, 2017 December 31, 2016 Carrying Fair Value Carrying Fair Value Value Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Instrument Convertible senior notes due 2018 $ 44,046 $ - $ 83,605 $ - $ 46,768 $ - $ 69,721 $ - Senior notes due 2025 319,377 - 328,250 - - - - - Term loan credit agreement 186,620 - 188,048 - 188,540 - 189,470 - Other debt 67 - - 67 625 - - 625 Capital lease obligations 1,302 - - 1,302 1,903 - - 1,903 $ 551,412 $ - $ 599,903 $ 1,369 $ 237,836 $ - $ 259,191 $ 2,528 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS’ EQUITY On February 24, 2017, the Board of Directors approved the extension of the company’s existing stock repurchase program for an additional two-year period and authorizing up to an additional $100 million in repurchases. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by the Company. As of December 31, 2017, $52.9 million remained available under the program. The Board of Directors has the authority to issue common and unclassed preferred stock of up to 200 million shares and 25 million shares, respectively, with par value of $0.01 per share, as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences and other rights and restrictions. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | 9. STOCK-BASED COMPENSATION On May 18, 2017, the shareholders of the Company approved the 2017 Omnibus Incentive Plan (the “2017 Incentive Plan”) which authorizes 3,150,000 The Company recognizes all share-based awards to eligible employees based upon their fair value. The Company’s policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. Total stock-based compensation expense was $ 10.4 12.0 10.0 11.6 1.8 Restricted Stock Restricted stock awards vest over a period of one to three years and may be based on the achievement of specific financial performance metrics. These shares are valued at the market price on the date of grant and are forfeitable in the event of terminated employment prior to vesting. Number of Weighted Restricted Stock Outstanding at December 31, 2016 1,963,725 $ 14.20 Granted 794,700 $ 21.65 Vested (657,040) $ 14.33 Forfeited (255,758) $ 16.58 Restricted Stock Outstanding at December 31, 2017 1,845,627 $ 17.11 During 2017, 2016 and 2015, the Company granted 794,700 1,105,010 667,126 17.2 14.7 9.9 13.5 7.4 5.6 Stock Options Stock options are awarded with an exercise price equal to the market price of the underlying stock on the date of grant, become fully exercisable three years after the date of grant and expire ten years after the date of grant. No stock options have been granted by the Company since February 2015. Number of Weighted Weighted Aggregate Options Outstanding at December 31, 2016 1,273,754 $ 11.13 5.1 $ 6.0 Exercised (511,453) $ 11.32 $ 4.4 Forfeited (8,753) $ 14.16 Expired (510) $ 13.32 Options Outstanding at December 31, 2017 753,038 $ 10.96 4.4 $ 8.1 Options Exercisable at December 31, 2017 704,858 $ 10.74 4.2 $ 7.7 The total intrinsic value of stock options exercised during 2017, 2016 and 2015 was $ 4.4 1.3 0.6 |
EMPLOYEE SAVINGS PLANS
EMPLOYEE SAVINGS PLANS | 12 Months Ended |
Dec. 31, 2017 | |
Employee Savings Plans [Abstract] | |
EMPLOYEE SAVINGS PLANS | 10. EMPLOYEE SAVINGS PLANS Substantially all of the Company’s employees are eligible to participate in a defined contribution plan under Section 401(k) of the Internal Revenue Code. The Company also provides a non-qualified defined contribution plan for senior management and certain key employees. Both plans provide for the Company to match, in cash, a percentage of each employee’s contributions up to certain limits. The Company’s matching contribution and related expense for these plans was approximately $7.3 million, $7.0 million, and $7.3 million for 2017, 2016, and 2015, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES a. Income Before Income Taxes The consolidated income (loss) before income taxes for 2017, 2016 and 2015 consists of the following (in thousands): 2017 2016 2015 Domestic $ 121,897 $ 185,042 $ 163,325 Foreign 641 375 (14 ) Total income before income taxes $ 122,538 $ 185,417 $ 163,311 b. Income Tax Expense 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. Although most of these provisions go into effect starting January 1, 2018 for calendar year corporate taxpayers, companies are still required to record the income tax accounting effects within the financial statements in the period of enactment. As such, the Company has included the estimated effects of remeasuring deferred taxes for the new US federal income tax rate of 21% going into effect in 2018, as well as assessed its ability to realize deferred income tax assets in the future under the new rules. At December 31, 2017, we have not completed our accounting for the tax effects of enactment of the Act; however, in certain cases, as described below, we have made a reasonable estimate of the effects on our existing deferred tax balances. 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%. However, the Company is still analyzing certain aspects of the Act and refining calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the remeasurement resulted in a decrease to our deferred tax balance of $19.7 million, which reduced the Company’s income tax expense for year ended December 31, 2017. 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. Starting with the 2018 tax year, the Act will no longer permit the exclusion of performance-based compensation, as well as CFO compensation, from the deduction limits set forth in Section 162(m). Within the Act are transition relief provisions for which the Company believes it would qualify when assessing the future deductibility of executive compensation. As such, we are currently recognizing a 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 in the amount of $3.1 million. The Company will monitor future guidance set forth by the Department of Treasury with regard to Section 162(m) provisions under the Act, and true up this estimate as appropriate within the one year measurement period required under Staff Accounting Bulletin No. 118 (SAB 118) issued by the SEC. The consolidated income tax expense for 2017, 2016 and 2015 consists of the following components (in thousands): 2017 2016 2015 Current Federal $ 21,316 $ 51,489 $ 58,090 State 4,327 10,307 8,627 Foreign 155 144 54 $ 25,798 $ 61,940 $ 66,771 Deferred Federal $ (16,065 ) $ 3,448 $ (7,930 ) State 1,459 686 288 Foreign (76 ) (90 ) (107 ) $ (14,682 ) $ 4,044 $ (7,749 ) Total consolidated expense $ 11,116 $ 65,984 $ 59,022 The following table provides a reconciliation of differences from the U.S. Federal statutory rate of 35% as follows (in thousands): 2017 2016 2015 Pretax book income $ 122,538 $ 185,417 $ 163,311 Federal tax expense at 35% statutory rate 42,888 64,896 57,159 State and local income taxes (net of federal benefit) 5,047 7,145 6,190 Benefit of domestic production deduction (3,450 ) (5,065 ) (5,255 ) Change in income tax reserves (11,925 ) 862 641 Remeasurement of deferred taxes (19,796 ) - - Other (1,648 ) (1,854 ) 287 Total income tax expense $ 11,116 $ 65,984 $ 59,022 c. Deferred Taxes The Company’s deferred income taxes are primarily due to temporary differences between financial and income tax reporting for incentive compensation, depreciation of property, plant and equipment, amortization of intangibles, other accrued liabilities and net operating loss carryforwards (“NOLs”). Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Companies are required to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available evidence, both positive and negative, using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified. The Company assesses, on a quarterly basis, the realizability of its deferred tax assets by evaluating all available evidence, both positive and negative, including: (1) the cumulative results of operations in recent years, (2) the nature of recent losses, if applicable, (3) estimates of future taxable income, (4) the length of NOLs and (5) the uncertainty associated with a possible change in ownership, which imposes an annual limitation on the use of these carryforwards. As of December 31, 2017 and 2016, the Company retained a valuation allowance of $1.2 million against deferred tax assets related to various state and local NOLs that are subject to restrictive rules for future utilization. As of December 31, 2017, the Company had no U.S. federal tax NOLs. The Company had various multistate income tax NOLs aggregating approximately $53 million which will expire beginning in 2018, if unused. The components of deferred tax assets and deferred tax liabilities as of December 31, 2017 and 2016 were as follows (in thousands): 2017 2016 Deferred tax assets Tax credits and loss carryforwards $ 1,710 $ 260 Accrued liabilities 6,629 9,852 Incentive compensation 13,867 21,206 Other 2,852 4,084 $ 25,058 $ 35,402 Deferred tax liabilities Property, plant and equipment $ (12,813 ) $ (5,823 ) Intangibles (45,960 ) (5,299 ) Other (2,003 ) (3,264 ) $ (60,776 ) $ (14,386 ) Net deferred tax asset before valuation allowances and reserves $ (35,718 ) $ 21,016 Valuation allowances (1,237 ) (1,172 ) Net deferred tax asset or liability $ (36,955 ) $ 19,844 d. Tax Reserves The Company’s policy with respect to interest and penalties associated with reserves or allowances for uncertain tax positions is to classify such interest and penalties in Income Tax Expense A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows (in thousands) and all balances as of December 31, 2017 were included in Deferred Income Taxes Balance at January 1, 2016 $ 10,625 Decrease in prior year tax positions - Balance at December 31, 2016 $ 10,625 Decrease in prior year tax positions (10,130 ) Balance at December 31, 2017 $ 495 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES a. Litigation 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 December 31, 2017, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations in various jurisdictions, both in the United States and internationally. The Company has recorded liabilities for certain of its outstanding legal proceedings and governmental examinations. A liability is accrued when it is both (a) probable that a loss with respect to the legal proceeding has occurred and (b) the amount of loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings and governmental examinations that could cause an increase or decrease in the amount of the liability that has been previously accrued. These legal proceedings, as well as governmental examinations, involve various lines of business of the Company and a variety of claims (including, 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 Brazil Joint Venture In March 2001, Bernard Krone Indústria e Comércio de Máquinas Agrícolas Ltda. (“BK”) filed suit against the Company in the Fourth Civil Court of Curitiba in the State of Paraná, Brazil. Because of the bankruptcy of BK, this proceeding is now pending before the Second Civil Court of Bankruptcies and Creditors Reorganization of Curitiba, State of Paraná (No. 232/99). The case grows out of a joint venture agreement between BK and the Company related to marketing of RoadRailer trailers in Brazil and other areas of South America. When BK was placed into the Brazilian equivalent of bankruptcy late in 2000, the joint venture was dissolved. BK subsequently filed its lawsuit against the Company alleging that it was forced to terminate business with other companies because of the exclusivity and non-compete clauses purportedly found in the joint venture agreement. BK asserted damages, exclusive of any potentially court-imposed interest or inflation adjustments, of approximately R$ 20.8 A bench (non-jury) trial was held on March 30, 2010 in Curitiba, Paraná, Brazil. On November 22, 2011, the Fourth Civil Court of Curitiba partially granted BK’s claims, and ordered Wabash to pay BK lost profits, compensatory, economic and moral damages in excess of the amount of compensatory damages asserted by BK. The total ordered damages amount was approximately R$ 26.7 8.1 Intellectual Property In October 2006, the Company filed a patent infringement suit against Vanguard National Corporation (“Vanguard”) regarding the Company’s U.S. Patent Nos. 6,986,546 and 6,220,651 in the U.S. District Court for the Northern District of Indiana (Civil Action No. 4:06-cv-135). The Company amended the Complaint in April 2007. In May 2007, Vanguard filed its Answer to the Amended Complaint, along with Counterclaims seeking findings of non-infringement, invalidity, and unenforceability of the subject patents. The Company filed a reply to Vanguard’s counterclaims in May 2007, denying any wrongdoing or merit to the allegations as set forth in the counterclaims. The case was stayed by agreement of the parties while the U.S. Patent and Trademark Office (“Patent Office”) undertook a reexamination of U.S. Patent No. 6,986,546. In June 2010, the Patent Office notified the Company that the reexamination was completed and the Patent Office reissued U.S. Patent No. 6,986,546 without cancelling any claims of the patent. The parties have not yet petitioned the Court to lift the stay, and it is unknown at this time when the parties may do so. The Company believes that its claims against Vanguard have merit and that the claims asserted by Vanguard are without merit. The Company intends to vigorously defend its position and intellectual property. The Company believes that the resolution of this lawsuit will not have a material adverse effect on its financial position, liquidity or future results of operations. However, at this stage of the proceeding, no assurance can be given as to the ultimate outcome of the case. Walker Acquisition In connection with the Company’s acquisition of Walker in May 2012, there is an outstanding claim of approximately $ 2.9 Environmental Disputes In August 2014, the Company was noticed as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (“DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifest records as having contributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that the Company was a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (“PRP Group”) notified Wabash in August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to the Company’s financial conditions or operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of operations. In January 2006, the Company received a letter from the North Carolina Department of Environment and Natural Resources indicating that a site that the Company formerly owned near Charlotte, North Carolina has been included on the state's October 2005 Inactive Hazardous Waste Sites Priority List. The letter states that the Company was being notified in fulfillment of the state's “statutory duty” to notify those who own and those who at present are known to be responsible for each Site on the Priority List. Following receipt of this notice, no action has ever been requested from the Company, and since 2006 the Company has not received any further communications regarding this matter from the state of North Carolina. The Company does not expect that this designation will have a material adverse effect on its financial condition or results of operations. Supreme Litigation Prior to the Company’s acquisition of Supreme, a complaint was filed against Supreme Corporation, a subsidiary of Supreme, in a suit (SVI, Inc. v. Supreme Corporation, Hometown Trolley (a/k/a Double K, Inc.) and Dustin Pence) in the United States District Court, District of Nevada on May 16, 2016. The plaintiff is Supreme Corporation’s (“SC”) 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. However, due to the inherent risk of litigation, the outcome of this case is uncertain and unpredictable; and, further, 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. Prior to the Company’s acquisition of Supreme, on November 4, 2016, a putative class action lawsuit was filed against the Company’s subsidiary, Supreme Industries, Inc., Mark D. Weber (Supreme’s Chief Executive Officer) and Matthew W. Long (Supreme’s former Chief Financial Officer) in the United States District Court for the Central District of California alleging the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 by making material, misleading statements in July 2016 regarding projected backlog. The plaintiff seeks to recover unspecified damages. On February 14, 2017, the court transferred the venue of the case to the Northern District of Indiana upon the joint stipulation of the plaintiff and the defendants. An amended complaint was filed on April 24, 2017 challenging statements made during a putative class period of October 22, 2015 through October 21, 2016. Due to the inherent risk of litigation, the outcome of this case is uncertain and unpredictable; 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. b. Environmental Litigation Commitments and Contingencies The Company generates and handles certain material, wastes and emissions in the normal course of operations that are subject to various and evolving federal, state and local environmental laws and regulations. The Company assesses its environmental liabilities on an on-going basis by evaluating currently available facts, existing technology, presently enacted laws and regulations as well as experience in past treatment and remediation efforts. Based on these evaluations, the Company estimates a lower and upper range for treatment and remediation efforts and recognizes a liability for such probable costs based on the information available at the time. As of December 31, 2017, the Company had reserved estimated remediation costs of $ 0.3 Other Accrued Liabilities c. Letters of Credit As of December 31, 2017, the Company had standby letters of credit totaling $ 5.3 d. Purchase Commitments The Company has $ 58.7 e. Chassis Converter Pool Agreements The Company, through its subsidiary Supreme, obtains most vehicle chassis for its specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at the Company’s facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to the Company nor permit the Company to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although the Company is party to related finance agreements with manufacturers, the Company has not historically settled, nor expects to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of December 31, 2017 the Company’s outstanding chassis converter pool with the manufacturer totaled $ 18.3 Prepaid expenses and other Other accrued liabilities 3.2 |
SEGMENTS
SEGMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENTS | 13. SEGMENTS a. Segment Reporting Previously, the Company managed its business in two segments: Commercial Trailer Products and Diversified Products. In the third quarter of 2017, the Company completed the acquisition of Supreme. As a result, the Company implemented a new reporting segment during the fourth quarter referred to as the Final Mile Products segment, which includes the operations of Supreme and other truck body activities previously reported in the Company’s Commercial Trailer Products segment. The Commercial Trailer Products segment manufactures standard and customized van and platform trailers and other transportation related equipment to 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 ® 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. Commercial Diversified Final Mile Corporate and Trailer Products Products Products Eliminations Consolidated 2017 Net sales External customers $ 1,348,251 $ 348,449 $ 70,461 $ - $ 1,767,161 Intersegment sales 131 12,909 - (13,040) - Total net sales $ 1,348,382 $ 361,358 $ 70,461 $ (13,040) $ 1,767,161 Depreciation and amortization 9,975 22,236 1,152 1,690 35,053 Income (Loss) from operations 151,999 20,376 (2,098) (39,461) 130,816 Reconciling items to net income Interest expense 16,400 Other, net (8,122) Income tax expense 11,116 Net income $ 111,422 Assets $ 311,705 $ 340,651 $ 404,246 $ 294,911 $ 1,351,513 2016 Net sales External customers $ 1,506,070 $ 339,374 $ - $ - $ 1,845,444 Intersegment sales 40 13,030 - (13,070) - Total net sales $ 1,506,110 $ 352,404 $ - $ (13,070) $ 1,845,444 Depreciation and amortization 12,345 22,970 - 1,454 36,769 Income (Loss) from operations 212,351 24,595 - (34,414) 202,532 Reconciling items to net income Interest expense 15,663 Other, net 1,452 Income tax expense 65,984 Net income $ 119,433 Assets $ 312,848 $ 370,338 $ - $ 215,547 $ 898,733 2015 Net sales External customers $ 1,582,019 $ 445,470 $ - $ - $ 2,027,489 Intersegment sales 222 11,457 - (11,679) - Total net sales $ 1,582,241 $ 456,927 $ - $ (11,679) $ 2,027,489 Depreciation and amortization 12,674 23,888 - 1,436 37,998 Income (Loss) from operations 159,385 51,078 - (30,094) 180,369 Reconciling items to net income Interest expense 19,548 Other, net (2,490) Income tax expense 59,022 Net income $ 104,289 Assets $ 336,235 $ 397,892 $ - $ 215,543 $ 949,670 b. Customer Concentration The Company is subject to a concentration of risk as the five largest customers together accounted for approximately 24 24 25 c. Product Information Commercial Diversified Final Mile Trailer Products Products Products Eliminations Consolidated Year ended December 31, 2017 $ $ $ $ $ % New trailers 1,273,584 140,105 - - 1,413,689 80.0 Used trailers 10,720 3,278 - - 13,998 0.8 Components, parts and service 48,008 117,681 1,877 (13,040) 154,526 8.7 Equipment and other 16,070 100,294 68,584 - 184,948 10.5 Total net external sales 1,348,382 361,358 70,461 (13,040) 1,767,161 100.0 Commercial Diversified Final Mile Trailer Products Products Products Eliminations Consolidated 2016 $ $ $ $ $ % New trailers 1,421,586 129,639 - (89) 1,551,136 84.1 Used trailers 11,998 3,176 - - 15,174 0.8 Components, parts and service 56,191 111,519 - (12,955) 154,755 8.4 Equipment and other 16,335 108,070 - (26) 124,379 6.7 Total net external sales 1,506,110 352,404 - (13,070) 1,845,444 100.0 Commercial Diversified Final Mile Trailer Products Products Products Eliminations Consolidated 2015 $ $ $ $ $ % New trailers 1,474,201 218,028 - - 1,692,229 83.5 Used trailers 31,022 4,558 - - 35,580 1.8 Components, parts and service 60,482 119,696 - (11,628) 168,550 8.3 Equipment and other 16,536 114,645 - (51) 131,130 6.4 Total net external sales 1,582,241 456,927 - (11,679) 2,027,489 100.0 |
CONSOLIDATED QUARTERLY FINANCIA
CONSOLIDATED QUARTERLY FINANCIAL DATA | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
CONSOLIDATED QUARTERLY FINANCIAL DATA | CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) First Second Third Fourth Quarter Quarter Quarter Quarter 2017 Net sales $ 362,716 $ 435,903 $ 425,098 $ 543,444 Gross profit 59,357 67,679 60,963 72,876 Net income 20,173 22,945 18,947 49,357 Basic net income per share (1) 0.34 0.38 0.32 0.84 Diluted net income per share (1) 0.32 0.36 0.30 0.80 2016 Net sales $ 447,676 $ 471,439 $ 464,272 $ 462,057 Gross profit 79,526 91,064 83,459 71,485 Net income 27,523 35,532 33,378 23,000 Basic net income per share (1) 0.42 0.55 0.52 0.37 Diluted net income per share (1) 0.42 0.53 0.51 0.36 2015 Net sales $ 437,597 $ 514,831 $ 531,350 $ 543,711 Gross profit 57,197 72,405 86,022 87,819 Net income 10,474 28,649 31,880 33,286 Basic net income per share (1) 0.15 0.42 0.48 0.50 Diluted net income per share (1) 0.15 0.41 0.47 0.50 (1) Basic and diluted net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income per share may differ from annual net income per share due to rounding. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | a. Basis of Consolidation The consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany profits, transactions and balances have been eliminated in consolidation. |
Use of Estimates | b. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that directly affect the amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from these estimates. |
Revenue Recognition | c. Revenue Recognition The Company recognizes revenue from the sale of its products when the customer has made a fixed commitment to purchase a product for a fixed or determinable price, collection is reasonably assured under the Company’s normal billing and credit terms and ownership and all risk of loss has been transferred to the buyer, which is normally upon shipment to or pick up by the customer. Revenues on certain contracts are recorded on a percentage of completion method, measured by actual total cost incurred to the total estimated costs for each project. The Company excludes from revenue vehicle chassis obtained through its converter pool agreements as the original equipment manufacturer (“OEM”) retains full rights and ownership of the chassis for ultimate sale to an authorized OEM dealer. Revenues exclude all taxes collected from the customer. Shipping and handling fees are included in Net Sales Cost of Sales |
Used Trailer Trade Commitments and Residual Value Guarantees | d. Used Trailer Trade Commitments and Residual Value Guarantees In the normal course of business, the Company commits to accept used trailers on trade for new trailer purchases. These commitments arise related to future new trailer orders at the time a new trailer order is placed by the customer. The Company acquired used trailers on trade of $ 9.5 4.6 12.8 3.2 |
Cash and Cash Equivalents | e. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the time of purchase. |
Accounts Receivable | f. Accounts Receivable Accounts receivable are shown net of allowance for doubtful accounts and primarily include trade receivables. The Company records and maintains a provision for doubtful accounts for customers based upon a variety of factors including the Company’s historical collection experience, the length of time the account has been outstanding and the financial condition of the customer. If the circumstances related to specific customers were to change, the Company’s estimates with respect to the collectability of the related accounts could be further adjusted. The Company’s policy is to write-off receivables when they are determined to be uncollectible. Provisions to the allowance for doubtful accounts are charged to Selling, General, and Administrative Expenses Years Ended December 31, 2017 2016 2015 Balance at beginning of year $ 951 $ 956 $ 1,047 Provision 119 117 145 Write-offs, net of recoveries (201) (122) (236) Balance at end of year $ 869 $ 951 $ 956 |
Inventories | g. Inventories Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or market. , net of reserves, December 31, 2017 2016 Raw materials and components $ 83,834 $ 53,388 Finished goods 54,000 57,297 Work in progress 29,123 18,422 Used trailers 7,330 2,490 Aftermarket parts 6,448 8,356 $ 180,735 $ 139,953 |
Prepaid Expenses and Other | h. Prepaid Expenses and Other December 31, 2017 2016 Chassis converter pool agreements $ 18,326 $ - Income tax receivables 10,821 6,926 Assets held for sale 10,777 5,788 Insurance premiums &; maintenance agreements 6,860 3,555 All other 10,515 8,082 $ 57,299 $ 24,351 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 locations which are being actively marketed for sale. Insurance premiums and maintenance agreements are charged to expense over the contractual life, which is generally one year or less. Other prepaid items Company’s |
Property, Plant and Equipment | i. Property, Plant and Equipment Property, plant and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred, while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives are up to 33 Cost of Sales General and Administrative Expenses 16.7 15.9 16.0 Property, Plant and Equipment 3.2 4.3 1.4 1.9 December 31, 2017 2016 Land $ 34,493 $ 20,958 Buildings and building improvements 139,636 110,789 Machinery and equipment 254,544 231,094 Construction in progress 17,672 12,116 $ 446,345 $ 374,957 Less: accumulated depreciation (250,982) (240,819) $ 195,363 $ 134,138 |
Intangible Assets | j. Intangible Assets Weighted Average Gross Intangible Accumulated Net Intangible Tradenames and trademarks 20 years $ 57,894 $ (14,034) $ 43,860 Customer relationships 10 years 290,415 (105,567) 184,848 Technology 12 years 16,517 (8,694) 7,823 Backlog less than 1 year 2,200 (1,701) 499 Total $ 367,026 $ (129,996) $ 237,030 As of December 31, 2016, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted Average Gross Intangible Accumulated Net Intangible Tradenames and trademarks 20 years $ 37,894 $ (11,864) $ 26,030 Customer relationships 10 years 151,090 (92,686) 58,404 Technology 12 years 16,517 (6,546) 9,971 Total $ 205,501 $ (111,096) $ 94,405 Intangible asset amortization expense was $ 17.0 19.9 21.3 20.4 21.6 23.1 24.4 19.5 |
Goodwill | Goodwill Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company reviews goodwill for impairment, at the reporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its carrying value may not be recoverable. In accordance with ASC 350, Intangibles Goodwill and Other The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In assessing the qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of relevant events and circumstances and how these may impact a reporting unit's fair value or carrying amount involve significant judgments and assumptions. The judgments and assumptions include the identification of macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and Company specific events and making the assessment on whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. For reporting units in which the Company performs the two-step quantitative analysis, the first step compares the carrying value, including goodwill, of each reporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, this suggests that an impairment may exist and a second step is required in which the implied fair value of goodwill is calculated as the excess of the fair value of the reporting unit over the fair values assigned to its assets and liabilities. If this implied fair value is less than the carrying value, the difference is recognized as an impairment loss charged to the reporting unit. In assessing goodwill using this quantitative approach, the Company establishes fair value for the purpose of impairment testing by averaging the fair value using an income and market approach. The income approach employs a discounted cash flow model incorporating similar pricing concepts used to calculate fair value in an acquisition due diligence process and a discount rate that takes into account the Company’s estimated average cost of capital. The market approach employs market multiples based on comparable publicly traded companies in similar industries as the reporting unit. Estimates of fair value are established using current and forward multiples adjusted for size and performance of the reporting unit relative to peer companies. During the fourth quarters of 2017 and 2016, the Company completed its goodwill impairment test using the quantitative assessment. During the second quarter of 2016, in connection 1.7 317.5 169.2 145.6 2.7 2017 2016 Balance as of January 1 $ 148,367 $ 149,718 Acquisition of Supreme 169,235 - Effects of foreign currency (138) 312 Impairment of goodwill - (1,663) Balance as of December 31 $ 317,464 $ 148,367 |
Other Assets | l. Other Assets The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three to seven years. As of December 31, 2017 and 2016, the Company had software costs, net of amortization, of $ 7.3 5.4 1.3 1.0 0.7 |
Long-Lived Assets | m. Long-Lived Assets Long-lived assets, consisting primarily of intangible assets and property, plant and equipment, are reviewed for impairment whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. Fair value is determined based upon discounted cash flows or appraisals as appropriate. |
Other Accrued Liabilities | n. Other Accrued Liabilities Other Accrued Liabilities December 31, 2017 2016 Payroll and related taxes $ 27,840 $ 26,793 Customer deposits 26,059 19,302 Warranty 20,132 20,520 Chassis converter pool agreements 18,326 - Self-insurance 9,996 8,387 Accrued taxes 9,224 6,400 All other 17,333 10,912 $ 128,910 $ 92,314 Other Accrued Liabilities 2017 2016 Balance as of January 1 $ 20,520 $ 19,709 Provision for warranties issued in current year 5,873 6,601 Supreme acquisition 1,421 - (Recovery of) Provision for pre-existing warranties (970) 560 Payments (6,712) (6,350) Balance as of December 31 $ 20,132 $ 20,520 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 ® Other Accrued Liabilities 2017 2016 Balance as of January 1 $ 8,387 $ 7,677 Expense 38,817 41,470 Supreme Acquisition 2,555 - Payments (39,763) (40,760) Balance as of December 31 $ 9,996 $ 8,387 The Company is self-insured up to specified limits for medical and workers’ compensation coverage. The self-insurance reserves have been recorded to reflect the undiscounted estimated liabilities, including claims incurred but not reported, as well as catastrophic claims as appropriate. |
Income Taxes | o. Income Taxes The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realize the value of these assets. The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements. |
Concentration of Credit Risk | p. Concentration of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents and customer receivables. We place our cash and cash equivalents with high quality financial institutions. Generally, we do not require collateral or other security to support customer receivables . |
Research and Development | q. Research and Development Research and development expenses are charged to earnings as incurred and were $ 3.9 6.4 4.8 |
New Accounting Pronouncements | r. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash, 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. The Company believes that the adoption of the provisions of ASU 2017-04 will not have a material impact on its consolidated financial position, results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Changes in the Allowance for Doubtful Accounts | The following table presents the changes in the allowance for doubtful accounts (in thousands): Years Ended December 31, 2017 2016 2015 Balance at beginning of year $ 951 $ 956 $ 1,047 Provision 119 117 145 Write-offs, net of recoveries (201) (122) (236) Balance at end of year $ 869 $ 951 $ 956 |
Cost of Manufactured Inventory Includes Raw Material, Labor and Overhead | The cost of manufactured inventory includes raw material, labor and overhead. Inventories , net of reserves, December 31, 2017 2016 Raw materials and components $ 83,834 $ 53,388 Finished goods 54,000 57,297 Work in progress 29,123 18,422 Used trailers 7,330 2,490 Aftermarket parts 6,448 8,356 $ 180,735 $ 139,953 |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other as of December 31, 2017 and 2016 consists of the following (in thousands): December 31, 2017 2016 Chassis converter pool agreements $ 18,326 $ - Income tax receivables 10,821 6,926 Assets held for sale 10,777 5,788 Insurance premiums &; maintenance agreements 6,860 3,555 All other 10,515 8,082 $ 57,299 $ 24,351 |
Property, Plant and Equipment | Property, plant and equipment consist of the following (in thousands): December 31, 2017 2016 Land $ 34,493 $ 20,958 Buildings and building improvements 139,636 110,789 Machinery and equipment 254,544 231,094 Construction in progress 17,672 12,116 $ 446,345 $ 374,957 Less: accumulated depreciation (250,982) (240,819) $ 195,363 $ 134,138 |
Schedule of Finite-Lived Intangible Assets | As of December 31, 2017, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted Average Gross Intangible Accumulated Net Intangible Tradenames and trademarks 20 years $ 57,894 $ (14,034) $ 43,860 Customer relationships 10 years 290,415 (105,567) 184,848 Technology 12 years 16,517 (8,694) 7,823 Backlog less than 1 year 2,200 (1,701) 499 Total $ 367,026 $ (129,996) $ 237,030 As of December 31, 2016, the balances of intangible assets, other than goodwill, were as follows (in thousands): Weighted Average Gross Intangible Accumulated Net Intangible Tradenames and trademarks 20 years $ 37,894 $ (11,864) $ 26,030 Customer relationships 10 years 151,090 (92,686) 58,404 Technology 12 years 16,517 (6,546) 9,971 Total $ 205,501 $ (111,096) $ 94,405 |
Schedule of Goodwill | As of December 31, 2017, the carrying amount of goodwill totaled $ 317.5 169.2 145.6 2.7 2017 2016 Balance as of January 1 $ 148,367 $ 149,718 Acquisition of Supreme 169,235 - Effects of foreign currency (138) 312 Impairment of goodwill - (1,663) Balance as of December 31 $ 317,464 $ 148,367 |
Major components of Other Accrued Liabilities | The following table presents the major components of Other Accrued Liabilities December 31, 2017 2016 Payroll and related taxes $ 27,840 $ 26,793 Customer deposits 26,059 19,302 Warranty 20,132 20,520 Chassis converter pool agreements 18,326 - Self-insurance 9,996 8,387 Accrued taxes 9,224 6,400 All other 17,333 10,912 $ 128,910 $ 92,314 |
Changes in the Product Warranty Accrual Included in Other Accrued Liabilities | The following table presents the changes in the product warranty accrual included in Other Accrued Liabilities 2017 2016 Balance as of January 1 $ 20,520 $ 19,709 Provision for warranties issued in current year 5,873 6,601 Supreme acquisition 1,421 - (Recovery of) Provision for pre-existing warranties (970) 560 Payments (6,712) (6,350) Balance as of December 31 $ 20,132 $ 20,520 |
Changes in the Self-Insurance Accrual Included in Other Accrued Liabilities | The following table presents the changes in the self-insurance accrual included in Other Accrued Liabilities 2017 2016 Balance as of January 1 $ 8,387 $ 7,677 Expense 38,817 41,470 Supreme Acquisition 2,555 - Payments (39,763) (40,760) Balance as of December 31 $ 9,996 $ 8,387 |
ACQUISITION OF SUPREME INDUST24
ACQUISITION OF SUPREME INDUSTRIES, INC. (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The aggregate purchase price of $360.4 million was allocated to the opening balance sheet of Supreme at September 27, 2017, the date of acquisition, which is still preliminary and subject to adjustment as follows (in thousands): Cash $ 36,878 Accounts receivable 25,146 Inventories 34,084 Prepaid expense and other 21,730 Property, plant, and equipment 59,891 Intangibles 161,200 Goodwill 169,235 Other assets 127 Total assets acquired $ 508,291 Current portion of long term debt $ 7,167 Accounts payable 10,546 Other accrued liabilites 55,350 Deferred income taxes 71,946 Long term liabilities 2,917 Total liabilities assumed $ 147,926 Net assets acquired $ 360,365 Acquisition, net of cash acquired $ 323,487 |
Intangible Assets | Intangible assets of $161.2 million were preliminarily 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): Twelve Months Ended 2017 2016 Sales $ 1,998,043 $ 2,139,404 Net income $ 117,786 $ 124,323 |
PER SHARE OF COMMON STOCK (Tabl
PER SHARE OF COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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): Years Ended December 31, 2017 2016 2015 Basic net income per share: Net income applicable to common stockholders $ 111,422 $ 119,433 $ 104,289 Weighted average common shares outstanding 59,358 63,729 67,201 Basic net income per share $ 1.88 $ 1.87 $ 1.55 Diluted net income per share: Net income applicable to common stockholders $ 111,422 $ 119,433 $ 104,289 Weighted average common shares outstanding 59,358 63,729 67,201 Dilutive shares from assumed conversion of convertible senior notes 1,726 794 1,128 Dilutive stock options and restricted stock 1,515 1,239 1,039 Diluted weighted average common shares outstanding 62,599 65,762 69,368 Diluted net income per share $ 1.78 $ 1.82 $ 1.50 |
LEASE ARRANGEMENTS (Tables)
LEASE ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Future Minimum Lease Payments Required Under Lease Commitments | The Company leases office space, manufacturing, warehouse and service facilities and equipment for varying periods under both operating and capital lease agreements. Future minimum lease payments required under these lease commitments as of December 31, 2017 are as follows (in thousands): Capital Operating 2018 361 2,466 2019 361 1,364 2020 361 688 2021 361 439 2022 30 254 Thereafter - - Total minimum lease payments $ 1,474 $ 5,211 Interest (172) Present value of net minimum lease payments $ 1,302 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consists of the following (in thousands): December 31, December 31, 2017 2016 Convertible senior notes due 2018 $ 44,561 $ 48,951 Senior notes due 2025 325,000 - Term loan credit agreement 187,579 189,470 Other debt 93 676 $ 557,233 $ 239,097 Less: unamortized discount and fees (7,122) (3,164) Less: current portion (46,020) (2,468) $ 504,091 $ 233,465 |
Maturities of Long-Term Debt | The following table summarizes information about the equity and liability components of the Convertible Notes (dollars in thousands): December 31, December 31, 2017 2016 Principal amount of the Notes outstanding $ 44,561 $ 48,951 Unamortized discount and fees of liability component (514) (2,183) Net carrying amount of liability component 44,047 46,768 Less: current portion (44,047) - Long-term debt $ - $ 46,768 Carrying value of equity component, net of issuance costs $ (7,626) $ (3,971) Remaining amortization period of discount on the liability component 0.4 years 1.3 years |
Contractual Coupon Interest Expense and Accretion Of Discount On Liability | Contractual coupon interest expense and accretion of discount and fees on the liability component for the Convertible Notes for the years ended December 31, 2017, 2016 and 2015 included in Interest Expense Years Ended December 31, 2017 2016 2015 Contractual coupon interest expense $ 1,570 $ 3,198 $ 5,063 Accretion of discount and fees on the liability component $ 1,537 $ 2,902 $ 4,324 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Accounted For at Fair Value on Recurring Basis | The Company’s carrying and estimated fair value of debt at December 31, 2017 and December 31, 2016 were as follows (in thousands): December 31, 2017 December 31, 2016 Carrying Fair Value Carrying Fair Value Value Level 1 Level 2 Level 3 Value Level 1 Level 2 Level 3 Instrument Convertible senior notes due 2018 $ 44,046 $ - $ 83,605 $ - $ 46,768 $ - $ 69,721 $ - Senior notes due 2025 319,377 - 328,250 - - - - - Term loan credit agreement 186,620 - 188,048 - 188,540 - 189,470 - Other debt 67 - - 67 625 - - 625 Capital lease obligations 1,302 - - 1,302 1,903 - - 1,903 $ 551,412 $ - $ 599,903 $ 1,369 $ 237,836 $ - $ 259,191 $ 2,528 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stock Option | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of all stock option activity during 2017 is as follows: Number of Weighted Weighted Aggregate Options Outstanding at December 31, 2016 1,273,754 $ 11.13 5.1 $ 6.0 Exercised (511,453) $ 11.32 $ 4.4 Forfeited (8,753) $ 14.16 Expired (510) $ 13.32 Options Outstanding at December 31, 2017 753,038 $ 10.96 4.4 $ 8.1 Options Exercisable at December 31, 2017 704,858 $ 10.74 4.2 $ 7.7 |
Restricted Stock | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Number of Weighted Restricted Stock Outstanding at December 31, 2016 1,963,725 $ 14.20 Granted 794,700 $ 21.65 Vested (657,040) $ 14.33 Forfeited (255,758) $ 16.58 Restricted Stock Outstanding at December 31, 2017 1,845,627 $ 17.11 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The consolidated income (loss) before income taxes for 2017, 2016 and 2015 consists of the following (in thousands): 2017 2016 2015 Domestic $ 121,897 $ 185,042 $ 163,325 Foreign 641 375 (14) Total income before income taxes $ 122,538 $ 185,417 $ 163,311 |
Schedule of Components of Income Tax Expense (Benefit) | The consolidated income tax expense for 2017, 2016 and 2015 consists of the following components (in thousands): 2017 2016 2015 Current Federal $ 21,316 $ 51,489 $ 58,090 State 4,327 10,307 8,627 Foreign 155 144 54 $ 25,798 $ 61,940 $ 66,771 Deferred Federal $ (16,065) $ 3,448 $ (7,930) State 1,459 686 288 Foreign (76) (90) (107) $ (14,682) $ 4,044 $ (7,749) Total consolidated expense $ 11,116 $ 65,984 $ 59,022 |
Schedule of Effective Income Tax Rate Reconciliation | The following table provides a reconciliation of differences from the U.S. Federal statutory rate of 35 2017 2016 2015 Pretax book income $ 122,538 $ 185,417 $ 163,311 Federal tax expense at 35% statutory rate 42,888 64,896 57,159 State and local income taxes (net of federal benefit) 5,047 7,145 6,190 Benefit of domestic production deduction (3,450) (5,065) (5,255) Change in income tax reserves (11,925) 862 641 Remeasurement of deferred taxes (19,796) - - Other (1,648) (1,854) 287 Total income tax expense $ 11,116 $ 65,984 $ 59,022 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and deferred tax liabilities as of December 31, 2017 and 2016 were as follows (in thousands): 2017 2016 Deferred tax assets Tax credits and loss carryforwards $ 1,710 $ 260 Accrued liabilities 6,629 9,852 Incentive compensation 13,867 21,206 Other 2,852 4,084 $ 25,058 $ 35,402 Deferred tax liabilities Property, plant and equipment $ (12,813) $ (5,823) Intangibles (45,960) (5,299) Other (2,003) (3,264) $ (60,776) $ (14,386) Net deferred tax asset before valuation allowances and reserves $ (35,718) $ 21,016 Valuation allowances (1,237) (1,172) Net deferred tax asset or liability $ (36,955) $ 19,844 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows (in thousands) and all balances as of December 31, 2017 were included in Deferred Income Taxes Balance at January 1, 2016 $ 10,625 Decrease in prior year tax positions - Balance at December 31, 2016 $ 10,625 Decrease in prior year tax positions (10,130) Balance at December 31, 2017 $ 495 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 Net sales External customers $ 1,348,251 $ 348,449 $ 70,461 $ - $ 1,767,161 Intersegment sales 131 12,909 - (13,040) - Total net sales $ 1,348,382 $ 361,358 $ 70,461 $ (13,040) $ 1,767,161 Depreciation and amortization 9,975 22,236 1,152 1,690 35,053 Income (Loss) from operations 151,999 20,376 (2,098) (39,461) 130,816 Reconciling items to net income Interest expense 16,400 Other, net (8,122) Income tax expense 11,116 Net income $ 111,422 Assets $ 311,705 $ 340,651 $ 404,246 $ 294,911 $ 1,351,513 2016 Net sales External customers $ 1,506,070 $ 339,374 $ - $ - $ 1,845,444 Intersegment sales 40 13,030 - (13,070) - Total net sales $ 1,506,110 $ 352,404 $ - $ (13,070) $ 1,845,444 Depreciation and amortization 12,345 22,970 - 1,454 36,769 Income (Loss) from operations 212,351 24,595 - (34,414) 202,532 Reconciling items to net income Interest expense 15,663 Other, net 1,452 Income tax expense 65,984 Net income $ 119,433 Assets $ 312,848 $ 370,338 $ - $ 215,547 $ 898,733 2015 Net sales External customers $ 1,582,019 $ 445,470 $ - $ - $ 2,027,489 Intersegment sales 222 11,457 - (11,679) - Total net sales $ 1,582,241 $ 456,927 $ - $ (11,679) $ 2,027,489 Depreciation and amortization 12,674 23,888 - 1,436 37,998 Income (Loss) from operations 159,385 51,078 - (30,094) 180,369 Reconciling items to net income Interest expense 19,548 Other, net (2,490) Income tax expense 59,022 Net income $ 104,289 Assets $ 336,235 $ 397,892 $ - $ 215,543 $ 949,670 |
Major Product Categories and Percentage of Consolidated Net Sales | The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and service and (4) equipment and other. The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Commercial Diversified Final Mile Trailer Products Products Products Eliminations Consolidated Year ended December 31, 2017 $ $ $ $ $ % New trailers 1,273,584 140,105 - - 1,413,689 80.0 Used trailers 10,720 3,278 - - 13,998 0.8 Components, parts and service 48,008 117,681 1,877 (13,040) 154,526 8.7 Equipment and other 16,070 100,294 68,584 - 184,948 10.5 Total net external sales 1,348,382 361,358 70,461 (13,040) 1,767,161 100.0 Commercial Diversified Final Mile Trailer Products Products Products Eliminations Consolidated 2016 $ $ $ $ $ % New trailers 1,421,586 129,639 - (89) 1,551,136 84.1 Used trailers 11,998 3,176 - - 15,174 0.8 Components, parts and service 56,191 111,519 - (12,955) 154,755 8.4 Equipment and other 16,335 108,070 - (26) 124,379 6.7 Total net external sales 1,506,110 352,404 - (13,070) 1,845,444 100.0 Commercial Diversified Final Mile Trailer Products Products Products Eliminations Consolidated 2015 $ $ $ $ $ % New trailers 1,474,201 218,028 - - 1,692,229 83.5 Used trailers 31,022 4,558 - - 35,580 1.8 Components, parts and service 60,482 119,696 - (11,628) 168,550 8.3 Equipment and other 16,536 114,645 - (51) 131,130 6.4 Total net external sales 1,582,241 456,927 - (11,679) 2,027,489 100.0 |
CONSOLIDATED QUARTERLY FINANC32
CONSOLIDATED QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Schedule of Quarterly Financial Information | The following is a summary of the unaudited quarterly results of operations for fiscal years 2017, 2016 and 2015 (dollars in thousands, except per share amounts): First Second Third Fourth Quarter Quarter Quarter Quarter 2017 Net sales $ 362,716 $ 435,903 $ 425,098 $ 543,444 Gross profit 59,357 67,679 60,963 72,876 Net income 20,173 22,945 18,947 49,357 Basic net income per share (1) 0.34 0.38 0.32 0.84 Diluted net income per share (1) 0.32 0.36 0.30 0.80 2016 Net sales $ 447,676 $ 471,439 $ 464,272 $ 462,057 Gross profit 79,526 91,064 83,459 71,485 Net income 27,523 35,532 33,378 23,000 Basic net income per share (1) 0.42 0.55 0.52 0.37 Diluted net income per share (1) 0.42 0.53 0.51 0.36 2015 Net sales $ 437,597 $ 514,831 $ 531,350 $ 543,711 Gross profit 57,197 72,405 86,022 87,819 Net income 10,474 28,649 31,880 33,286 Basic net income per share (1) 0.15 0.42 0.48 0.50 Diluted net income per share (1) 0.15 0.41 0.47 0.50 (1) Basic and diluted net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income per share may differ from annual net income per share due to rounding. |
Changes in Allowance for Doubtf
Changes in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Changes In Allowance For Doubtful Accounts [Line Items] | |||
Balance at beginning of year | $ 951 | $ 956 | $ 1,047 |
Provision | 119 | 117 | 145 |
Write-offs, net of recoveries | (201) | (122) | (236) |
Balance at end of year | $ 869 | $ 951 | $ 956 |
Cost of Manufactured Inventory
Cost of Manufactured Inventory Includes Raw Material, Labor and Overhead (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Raw materials and components | $ 83,834 | $ 53,388 |
Finished goods | 54,000 | 57,297 |
Work in progress | 29,123 | 18,422 |
Used trailers | 7,330 | 2,490 |
Aftermarket parts | 6,448 | 8,356 |
Total, Inventories | $ 180,735 | $ 139,953 |
Prepaid Expenses and Other (Det
Prepaid Expenses and Other (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Chassis converter pool agreements | $ 18,326 | $ 0 |
Income tax receivables | 10,821 | 6,926 |
Assets held for sale | 10,777 | 5,788 |
Insurance premiums & maintenance agreements | 6,860 | 3,555 |
All other | 10,515 | 8,082 |
Prepaid Expense and Other Assets, Current | $ 57,299 | $ 24,351 |
Property, Plant and Equipment (
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Land | $ 34,493 | $ 20,958 |
Buildings and building improvements | 139,636 | 110,789 |
Machinery and equipment | 254,544 | 231,094 |
Construction in progress | 17,672 | 12,116 |
Property, Plant and Equipment, Gross | 446,345 | 374,957 |
Less: accumulated depreciation | (250,982) | (240,819) |
Property, Plant and Equipment, Net | $ 195,363 | $ 134,138 |
Balances of Intangible Assets (
Balances of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets Excluding Goodwill [Line Items] | ||
Gross Intangible Assets | $ 367,026 | $ 205,501 |
Accumulated Amortization | (129,996) | (111,096) |
Net Intangible Assets | $ 237,030 | $ 94,405 |
Tradenames and Trademarks | ||
Intangible Assets Excluding Goodwill [Line Items] | ||
Weighted Average Amortization Period | 20 years | 20 years |
Gross Intangible Assets | $ 57,894 | $ 37,894 |
Accumulated Amortization | (14,034) | (11,864) |
Net Intangible Assets | $ 43,860 | $ 26,030 |
Customer relationships | ||
Intangible Assets Excluding Goodwill [Line Items] | ||
Weighted Average Amortization Period | 10 years | 10 years |
Gross Intangible Assets | $ 290,415 | $ 151,090 |
Accumulated Amortization | (105,567) | (92,686) |
Net Intangible Assets | $ 184,848 | $ 58,404 |
Technology | ||
Intangible Assets Excluding Goodwill [Line Items] | ||
Weighted Average Amortization Period | 12 years | 12 years |
Gross Intangible Assets | $ 16,517 | $ 16,517 |
Accumulated Amortization | (8,694) | (6,546) |
Net Intangible Assets | $ 7,823 | $ 9,971 |
Backlog [Member] | ||
Intangible Assets Excluding Goodwill [Line Items] | ||
Weighted Average Amortization Period | 1 year | |
Gross Intangible Assets | $ 2,200 | |
Accumulated Amortization | (1,701) | |
Net Intangible Assets | $ 499 |
Carrying Amounts of Goodwill (D
Carrying Amounts of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||
Balance | $ 148,367 | $ 149,718 | |
Acquisition of Supreme | 169,235 | 0 | |
Effects of foreign currency | (138) | 312 | |
Impairment of goodwill | 0 | (1,663) | $ (1,087) |
Balance | $ 317,464 | $ 148,367 | $ 149,718 |
Self-Insurance Accrual Included
Self-Insurance Accrual Included In Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Other Accrued Liabilities [Line Items] | ||
Balance as of January 1 | $ 8,387 | $ 7,677 |
Expense | 38,817 | 41,470 |
Supreme Acquisition | 2,555 | 0 |
Payments | (39,763) | (40,760) |
Balance as of December 31 | $ 9,996 | $ 8,387 |
Product Warranty Accrual Includ
Product Warranty Accrual Included in Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Other Accrued Liabilities [Line Items] | ||
Balance as of January 1 | $ 20,520 | $ 19,709 |
Provision for warranties issued in current year | 5,873 | 6,601 |
Supreme acquisition | 1,421 | 0 |
(Recovery of) Provision for pre-existing warranties | (970) | 560 |
Payments | (6,712) | (6,350) |
Balance as of December 31 | $ 20,132 | $ 20,520 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Line Items] | ||||
General And Administrative Expenses Cost Of Goods Sold Depreciation | $ 16,700 | $ 15,900 | $ 16,000 | |
Capital Leases, Balance Sheet, Assets by Major Class, Net | 3,200 | 4,300 | ||
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 1,400 | 1,900 | ||
Amortization Of Intangible Assets | 17,041 | 19,940 | 21,259 | |
Estimated amortization expense for 2018 | 20,400 | |||
Estimated amortization expense for 2019 | 21,600 | |||
Estimated amortization expense for 2020 | 23,100 | |||
Estimated amortization expense for 2021 | 24,400 | |||
Estimated amortization expense for 2022 | 19,500 | |||
Imparment of goodwill | 0 | 1,663 | 1,087 | |
Capitalized Computer Software, Net | 7,300 | 5,400 | ||
Research and Development Expense | 3,900 | 6,400 | 4,800 | |
Capitalized Computer Software, Amortization | 1,300 | 1,000 | 700 | |
Goodwill | 317,464 | 148,367 | 149,718 | |
Commercial Trailer Products | ||||
Accounting Policies [Line Items] | ||||
Imparment of goodwill | $ 1,700 | |||
Goodwill | 2,700 | |||
Final Mile Products [Member] | ||||
Accounting Policies [Line Items] | ||||
Goodwill | 169,200 | |||
Diversified Products [Member] | ||||
Accounting Policies [Line Items] | ||||
Goodwill | 145,600 | |||
Used Trailers | ||||
Accounting Policies [Line Items] | ||||
Accounts Payable, Trade | 3,200 | |||
Property, Plant and Equipment, Additions | $ 9,500 | $ 4,600 | $ 12,800 | |
Building and Building Improvements | ||||
Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 33 years |
Acquisition of supreme indust42
Acquisition of supreme industries, Inc. - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 27, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 26, 2017 | |
Debt Instrument, Face Amount | $ 557,233 | $ 239,097 | |||
Business Combination, Acquisition Related Costs | 9,605 | 0 | $ 0 | ||
Goodwill | 317,464 | $ 148,367 | $ 149,718 | ||
Goodwill, Period Increase (Decrease) | 3,800 | ||||
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 | ||||
Goodwill | $ 169,235 | ||||
Revenues | 67,100 | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (1,600) | ||||
Class A and Class B [Member] | Supreme Industries Inc. [Member] | |||||
Payments to Acquire Businesses, Gross | $ 360,400 |
Purchase Price Allocation (Deta
Purchase Price Allocation (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 27, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill | $ 317,464 | $ 148,367 | $ 149,718 | |
Acquisition, net of cash acquired | $ 323,487 | $ 0 | $ 0 | |
Supreme Industries Inc. [Member] | ||||
Cash | $ 36,878 | |||
Accounts receivable | 25,146 | |||
Inventories | 34,084 | |||
Prepaid expense and other | 21,730 | |||
Property, plant, and equipment | 59,891 | |||
Intangibles | 161,200 | |||
Goodwill | 169,235 | |||
Other assets | 127 | |||
Total assets | 508,291 | |||
Current portion of long term debt | 7,167 | |||
Accounts payable | 10,546 | |||
Other accrued liabilites | 55,350 | |||
Deferred income taxes | 71,946 | |||
Long term liabilities | 2,917 | |||
Total liabilities | 147,926 | |||
Acquisition | 360,365 | |||
Acquisition, net of cash acquired | $ 323,487 |
Intangible Assets (Detail)
Intangible Assets (Detail) - Supreme Industries Inc. [Member] $ in Thousands | 1 Months Ended |
Sep. 27, 2017USD ($) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 161,200 |
Trade Names [Member] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 20,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years |
Customer Relationships [Member] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 139,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years |
Backlog | |
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 | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Sales | $ 1,998,043 | $ 2,139,404 |
Net income | $ 117,786 | $ 124,323 |
Per Share Of Common Stock - Add
Per Share Of Common Stock - Additional Information (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share Disclosure [Line Items] | |||
Average diluted shares outstanding | 0 | 503 | 666 |
Debt Instrument, Convertible, Conversion Price | $ 11.70 |
Calculation of Basic and Dilute
Calculation of Basic and Diluted Per Share Of Common Stock (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2017 | [1] | Sep. 30, 2017 | [1] | Jun. 30, 2017 | [1] | Mar. 31, 2017 | [1] | Dec. 31, 2016 | [1] | Sep. 30, 2016 | [1] | Jun. 30, 2016 | [1] | Mar. 31, 2016 | [1] | Dec. 31, 2015 | [1] | Sep. 30, 2015 | [1] | Jun. 30, 2015 | [1] | Mar. 31, 2015 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Basic net income per share: | |||||||||||||||||||||||||||
Net income applicable to common stockholders | $ 111,422 | $ 119,433 | $ 104,289 | ||||||||||||||||||||||||
Weighted average common shares outstanding | 59,358 | 63,729 | 67,201 | ||||||||||||||||||||||||
Basic net income per share | $ 0.84 | $ 0.32 | $ 0.38 | $ 0.34 | $ 0.37 | $ 0.52 | $ 0.55 | $ 0.42 | $ 0.50 | $ 0.48 | $ 0.42 | $ 0.15 | $ 1.88 | $ 1.87 | $ 1.55 | ||||||||||||
Diluted net income per share: | |||||||||||||||||||||||||||
Net income applicable to common stockholders | $ 111,422 | $ 119,433 | $ 104,289 | ||||||||||||||||||||||||
Weighted average common shares outstanding | 59,358 | 63,729 | 67,201 | ||||||||||||||||||||||||
Dilutive shares from assumed conversion of convertible senior notes | 1,726 | 794 | 1,128 | ||||||||||||||||||||||||
Dilutive stock options and restricted stock | 1,515 | 1,239 | 1,039 | ||||||||||||||||||||||||
Diluted weighted average common shares outstanding | 62,599 | 65,762 | 69,368 | ||||||||||||||||||||||||
Diluted net income per share | $ 0.80 | $ 0.30 | $ 0.36 | $ 0.32 | $ 0.36 | $ 0.51 | $ 0.53 | $ 0.42 | $ 0.50 | $ 0.47 | $ 0.41 | $ 0.15 | $ 1.78 | $ 1.82 | $ 1.5 | ||||||||||||
[1] | Basic and diluted net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income per share may differ from annual net income per share due to rounding. |
Lease Arrangements - Additional
Lease Arrangements - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | |||
Operating Leases, Rent Expense, Net | $ 6.5 | $ 6.2 | $ 6.2 |
Future Minimum Lease Payments R
Future Minimum Lease Payments Required Under These Lease Commitments (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Capital Leased Assets [Line Items] | |
Capital Leases 2018 | $ 361 |
Capital Leases 2019 | 361 |
Capital Leases 2020 | 361 |
Capital Leases 2021 | 361 |
Capital Leases 2022 | 30 |
Capital Leases Thereafter | 0 |
Capital Leases Total minimum lease payments | 1,474 |
Interest | (172) |
Present value of net minimum lease payments | 1,302 |
Operating Leases 2018 | 2,466 |
Operating Leases 2019 | 1,364 |
Operating Leases 2020 | 688 |
Operating Leases 2021 | 439 |
Operating Leases 2022 | 254 |
Operating Leases Thereafter | 0 |
Operating Leases Total minimum lease payments | $ 5,211 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 17, 2017USD ($) | Sep. 26, 2017USD ($) | May 31, 2012USD ($) | Apr. 30, 2012USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Feb. 24, 2017USD ($) | |
Debt Instrument [Line Items] | ||||||||
Notes issued, aggregate principal amount | $ 557,233,000 | $ 239,097,000 | ||||||
Notes issued, interest payment frequency | semi-annually | |||||||
Notes initial conversion price | $ / shares | $ 11.70 | |||||||
Liquidity Position To Meet Future Obligations, Amount | $ 361,200,000 | |||||||
Interest expense | 16,400,000 | 15,663,000 | $ 19,548,000 | |||||
Gains (losses) on extinguishment of debt, total | (799,000) | (1,895,000) | (5,808,000) | |||||
Amortization of Debt Issuance Costs and Discounts | 200,000 | 200,000 | 300,000 | |||||
Shareholders' Equity | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, repurchase amount | 4,400,000 | 82,000,000 | ||||||
Debt instrument, repurchased face amount | 8,000,000 | |||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, current liabilities, long-term debt | 98,900,000 | |||||||
Gains (losses) on extinguishment of debt, total | $ 100,000 | 1,900,000 | ||||||
Convertible Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes issued, aggregate principal amount | $ 150,000,000 | |||||||
Notes issued, interest rate | 3.375% | |||||||
Proceeds from Notes Payable | $ 145,100,000 | |||||||
Convertible Senior Notes | Walker Group Holdings LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument Maturity Year | 2,018 | |||||||
Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes initial conversion rate per 1,000 in principal amount | 85.4372 | |||||||
Principal amount of notes conversation for 85.4372 shares of common stock | $ 1,000 | |||||||
Notes initial conversion price | $ / shares | $ 11.70 | |||||||
Unsecured Debt | Convertible Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes issued, aggregate principal amount | $ 150,000,000 | |||||||
Estimated implied interest rate | 7.00% | |||||||
Fair value of liability component upon issuance | $ 123,800,000 | |||||||
Difference between cash proceeds before offering expenses and the estimated fair value of liability component | 21,700,000 | |||||||
Proceeds from issuance of convertible senior notes | 145,500,000 | |||||||
Debt Conversion, Converted Instrument, Amount | 38,000,000 | |||||||
Amended Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest Paid | 7,400,000 | 8,300,000 | 8,500,000 | |||||
Long-term debt | 1,900,000 | 1,900,000 | $ 1,400,000 | |||||
Gains (losses) on extinguishment of debt, total | 700,000 | |||||||
Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes issued, aggregate principal amount | $ 325,000,000 | |||||||
Notes issued, interest rate | 5.50% | |||||||
Notes issued, interest payment frequency | The Senior Notes bear interest at the rate of 5.50% per annum from the date of issuance, and will pay interest semi-annually in cash on April 1 and October 1 of each year, beginning on April 1, 2018 | |||||||
Fair value of liability component upon issuance | 319,377,000 | 0 | ||||||
Credit facility, maturity date | Oct. 1, 2025 | |||||||
Long-term debt | 325,000,000 | $ 0 | ||||||
Interest expense | $ 4,800,000 | |||||||
Proceeds from Issuance of Senior Long-term Debt | $ 318,900,000 | |||||||
Debt Instrument, Redemption, Description | The Senior Notes will mature on October 1, 2025. At any time prior to October 1, 2020, the Company may redeem some or all of the Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes being redeemed plus an applicable make-whole premium set forth in 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 100.000% beginning on October 1, 2022, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the indenture for the Senior Notes), unless the Company has exercised its optional redemption right in respect of the Senior Notes, the holders of the Senior Notes have the right to require the Company to repurchase all or a portion of the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase. | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maturity date | Jun. 4, 2020 | |||||||
Debt Instrument, Description of Variable Rate Basis | The Revolving Credit Facility (i) bears interest, at the Borrowers’ election, at (x) LIBOR (subject to a floor of 0%) plus a margin ranging from 150 basis points to 200 basis points, or (y) a base rate plus a margin ranging from 50 basis points to 100 basis points, in each case, based upon the monthly average excess availability under the Revolving Credit Facility, (ii) requires the Company to pay a monthly unused line fee equal to 25 basis points times the average unused availability under the Revolving Credit Facility, (iii) provides that if availability under the Revolving Credit Facility is less than 12.5% of the total commitment under the Revolving Credit Facility or if there exists an event of default, amounts in any of the Borrowers’ and the subsidiary guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied to reduce the outstanding amounts under the Revolving Credit Facility, and (iv) requires the Company to maintain a minimum fixed charge coverage ratio of not less than 1.1 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Revolving Credit Facility is less than 10% of the total commitment under the Revolving Credit Facility. | |||||||
Line of Credit Facility, Borrowing Capacity, Description | an uncommitted accordion feature allowing for an increase to the availability under the revolving credit facility of up to $50 million, subject to certain conditions | |||||||
Revolving Credit Facility | Senior Secured Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes issued, aggregate principal amount | $ 175,000,000 | |||||||
Term Loan Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Amount Outstanding | $ 187,600,000 | |||||||
Debt Instrument, Periodic Payment, Principal | $ 1,900,000 | |||||||
Term Loan Credit Agreement | Senior Secured Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maturity date | Mar. 19, 2022 | |||||||
Percentage of tranche loan amount on equal quarterly installments | 0.25% | |||||||
Line of Credit Facility, Amount Outstanding | $ 188,000,000 | $ 188,000,000 | $ 189,500,000 | |||||
Debt Instrument, Description of Variable Rate Basis | 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. | |||||||
Debt Instrument, Description | an uncommitted accordion feature to provide for additional senior secured term loans of up to $75 million plus an unlimited amount provided that the senior secured leverage ratio would not exceed 3.00 to 1.00, subject to certain conditions | |||||||
Term Loan Credit Agreement | Incremental Senior Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Secured Leverage Ratio | 3.00 to 1.00 | |||||||
Minimum | Revolving Credit Facility | Amended and Restated Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Fixed Charge Coverage Ratio Minimum | 1 | |||||||
Maximum | Revolving Credit Facility | Amended and Restated Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Fixed Charge Coverage Ratio Minimum | 1.1 |
Components of Long Term Debt (D
Components of Long Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 26, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Principal amount of convertible notes outstanding | $ 557,233 | $ 239,097 | |
Less: unamortized discount and fees | (7,122) | (3,164) | |
Less: current portion | (46,020) | (2,468) | |
LONG-TERM DEBT | 504,091 | 233,465 | |
Convertible senior notes due 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Total | 44,561 | 48,951 | |
Senior notes due 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount of convertible notes outstanding | $ 325,000 | ||
Long-term Debt, Total | 325,000 | 0 | |
Other debt | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Total | 93 | 676 | |
Term loan credit agreement | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Total | $ 187,579 | $ 189,470 |
Equity and Liability Components
Equity and Liability Components of Notes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Principal amount of the Notes outstanding | $ 557,233 | $ 239,097 |
Unamortized discount and fees of liability component | (7,122) | (3,164) |
Less: current portion | (46,020) | (2,468) |
Long-term debt | 504,091 | 233,465 |
Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal amount of the Notes outstanding | 44,561 | 48,951 |
Unamortized discount and fees of liability component | (514) | (2,183) |
Net carrying amount of liability component | 44,047 | 46,768 |
Less: current portion | (44,047) | 0 |
Long-term debt | 0 | 46,768 |
Carrying value of equity component, net of issuance costs | $ (7,626) | $ (3,971) |
Remaining amortization period of discount on the liability component | 4 months 24 days | 1 year 3 months 18 days |
Contractual Coupon Interest Exp
Contractual Coupon Interest Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Contractual coupon interest expense | $ 1,570 | $ 3,198 | $ 5,063 |
Accretion of discount and fees on the liability component | $ 1,537 | $ 2,902 | $ 4,324 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | Dec. 31, 2017USD ($) |
Fair Value, Inputs, Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, fair value disclosure, recurring | $ 1.4 |
Fair Value, Inputs, Level 1 | Supreme Industries Inc. [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, fair value disclosure, recurring | 2.9 |
Fair Value, Inputs, Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets, fair value disclosure, recurring | $ 13.8 |
Financial Assets and Liabilitie
Financial Assets and Liabilities Accounted For at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | $ 551,412 | $ 237,836 |
Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 319,377 | 0 |
Other debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 67 | 625 |
Convertible senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 44,046 | 46,768 |
Term loan credit agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 186,620 | 188,540 |
Capital lease obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 1,302 | 1,903 |
Fair Value, Inputs, Level 1 | ||
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 | 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 Instrument, Fair Value Disclosure | 599,903 | 259,191 |
Fair Value, Inputs, Level 2 | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 328,250 | 0 |
Fair Value, Inputs, Level 2 | Other debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 0 | 0 |
Fair Value, Inputs, Level 2 | Convertible senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 83,605 | 69,721 |
Fair Value, Inputs, Level 2 | Term loan credit agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 188,048 | 189,470 |
Fair Value, Inputs, Level 2 | Capital lease obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 1,369 | 2,528 |
Fair Value, Inputs, Level 3 | Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 | Other debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt and Capital Lease Obligations | 67 | 625 |
Fair Value, Inputs, Level 3 | Convertible senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 | Term loan credit agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 | Capital lease obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | $ 1,302 | $ 1,903 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Feb. 24, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Repurchased During Period, Value | $ 100 | ||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 52.9 | ||
Unclassified Preferred Stock | |||
Preferred Stock, Shares Authorized | 25,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 18, 2017 | |
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 | $ 11,600 | |||
Share-based Compensation, Total | $ 10,429 | $ 12,038 | $ 10,010 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 9 months 18 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 4,400 | $ 1,300 | $ 600 | |
Omnibus Incentive Plan 2017 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,150,000 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation arrangement by share based payment award options grants in period | 794,700 | 1,105,010 | 667,126 | |
Share based compensation arrangement by share based payment award options grant date fair value | $ 17,200 | $ 14,700 | $ 9,900 | |
Share based compensation arrangement by share based payment award option vested in period fair value | $ 13,500 | $ 7,400 | $ 5,600 |
Summary of All Restricted Stock
Summary of All Restricted Stock Activity (Detail) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares/Options Outstanding at December 31, 2016 | 1,963,725 | ||
Number of Shares, Granted | 794,700 | 1,105,010 | 667,126 |
Number of Shares, Vested | (657,040) | ||
Number of Shares, Forfeited | (255,758) | ||
Number of Shares/Options Outstanding at December 31, 2017 | 1,845,627 | 1,963,725 | |
Weighted Average Grant Date Fair Value (Exercise Price), Outstanding at December 31, 2016 | $ 14.20 | ||
Weighted Average Grant Date Fair Value, Granted | 21.65 | ||
Weighted Average Grant Date Fair Value, Vested | 14.33 | ||
Weighted Average Grant Date Fair Value, Forfeited | 16.58 | ||
Weighted Average Grant Date Fair Value (Exercise Price), Outstanding at December 31, 2017 | $ 17.11 | $ 14.20 |
Summary of All Stock Option Act
Summary of All Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate Intrinsic Value, Options Exercisable at December 31, 2017 | $ 4.4 | $ 1.3 | $ 0.6 |
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares/Options Outstanding at December 31, 2016 | 1,273,754 | ||
Number of Options, Exercised | (511,453) | ||
Number of Options, Forfeited | (8,753) | ||
Number of Options, Expired | (510) | ||
Number of Shares/Options Outstanding at December 31, 2017 | 753,038 | 1,273,754 | |
Number of Options Exercisable at December 31, 2017 | 704,858 | ||
Weighted Average Grant Date Fair Value (Exercise Price), Outstanding at December 31, 2016 | $ 11.13 | ||
Weighted Average Exercise Price, Exercised | 11.32 | ||
Weighted Average Exercise Price, Forfeited | 14.16 | ||
Weighted Average Exercise Price, Expired | 13.32 | ||
Weighted Average Grant Date Fair Value (Exercise Price), Outstanding at December 31, 2017 | 10.96 | $ 11.13 | |
Weighted Average Exercise Price, Options Exercisable at December 31, 2017 | $ 10.74 | ||
Weighted Average Remaining Contractual Life, Options Outstanding | 4 years 4 months 24 days | 5 years 1 month 6 days | |
Weighted Average Remaining Contractual Life, Options Exercisable at December 31, 2017 | 4 years 2 months 12 days | ||
Aggregate Intrinsic Value, Options Exercised | $ 4.4 | ||
Aggregate Intrinsic Value, Options Outstanding | 8.1 | $ 6 | |
Aggregate Intrinsic Value, Options Exercisable at December 31, 2017 | $ 7.7 |
Employee Savings Plans - Additi
Employee Savings Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Savings Plans [Line Items] | |||
Labor and Related Expense | $ 7.3 | $ 7 | $ 7.3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Effective income tax rate reconciliation at federal statutory income tax rate | 35.00% | |||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 1,200 | $ 1,200 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | 53,000 | |||
Unrecognized Tax Benefits | 495 | 10,625 | $ 10,625 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 300 | $ 2,100 | ||
Operating Loss Carry forward Expiration Dates | expire beginning in 2018, if unused | |||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 19,700 | |||
Scenario, Forecast [Member] | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | $ 3,100 | |||
Scenario, Plan [Member] | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Effective income tax rate reconciliation at federal statutory income tax rate | 21.00% | |||
U.S. Federal | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Operating Loss Carry forward Expiration Dates | 2015 and 2016 | |||
Indiana State | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Operating Loss Carry forward Expiration Dates | 2014 through 2016 |
Consolidated Income (loss) Befo
Consolidated Income (loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Domestic | $ 121,897 | $ 185,042 | $ 163,325 |
Foreign | 641 | 375 | (14) |
Total income before income taxes | $ 122,538 | $ 185,417 | $ 163,311 |
Consolidated Income Tax Expense
Consolidated Income Tax Expense (benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||
Federal | $ 21,316 | $ 51,489 | $ 58,090 |
State | 4,327 | 10,307 | 8,627 |
Foreign | 155 | 144 | 54 |
Current Income Tax Expense (Benefit), Total | 25,798 | 61,940 | 66,771 |
Deferred | |||
Federal | (16,065) | 3,448 | (7,930) |
State | 1,459 | 686 | 288 |
Foreign | (76) | (90) | (107) |
Deferred Income Tax Expense (Benefit), Total | (14,682) | 4,044 | (7,749) |
Total consolidated expense | $ 11,116 | $ 65,984 | $ 59,022 |
Reconciliation of Differences f
Reconciliation of Differences from U.S. Federal Statutory Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Expenses [Line Items] | |||
Pretax book income | $ 122,538 | $ 185,417 | $ 163,311 |
Federal tax expense at 35% statutory rate | 42,888 | 64,896 | 57,159 |
State and local income taxes (net of federal benefit) | 5,047 | 7,145 | 6,190 |
Benefit of domestic production deduction | (3,450) | (5,065) | (5,255) |
Change in income tax reserves | (11,925) | 862 | 641 |
Remeasurement of deferred taxes | (19,796) | 0 | 0 |
Other | (1,648) | (1,854) | 287 |
Total consolidated expense | $ 11,116 | $ 65,984 | $ 59,022 |
Components of Deferred Tax Asse
Components of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets | ||
Tax credits and loss carryforwards | $ 1,710 | $ 260 |
Accrued liabilities | 6,629 | 9,852 |
Incentive compensation | 13,867 | 21,206 |
Other | 2,852 | 4,084 |
Deferred Tax Assets, Gross | 25,058 | 35,402 |
Deferred tax liabilities | ||
Property, plant and equipment | (12,813) | (5,823) |
Intangibles | (45,960) | (5,299) |
Other | (2,003) | (3,264) |
Deferred tax liability | (60,776) | (14,386) |
Net deferred tax asset before valuation allowances and reserves | (35,718) | 21,016 |
Valuation allowances | (1,237) | (1,172) |
Net deferred tax asset | $ (36,955) | $ 19,844 |
Reconciliation of Beginning and
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Unrecognized Tax Benefits Income Tax Penalties And Interest Expenses [Line Items] | ||
Beginning Balance | $ 10,625 | $ 10,625 |
Decrease in prior year tax positions | (10,130) | 0 |
Ending Balance | $ 495 | $ 10,625 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands, BRL in Millions | 1 Months Ended | 12 Months Ended | ||||
Nov. 22, 2011USD ($) | Nov. 22, 2011BRL | Dec. 31, 2017BRL | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | May 31, 2012USD ($) | |
Loss Contingencies [Line Items] | ||||||
Damages asserted by BK | BRL | BRL 20.8 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed, contingent liability | $ 2,900 | |||||
Purchase Obligation | $ 58,700 | |||||
Chassis converter pool Liability, Current | 18,326 | $ 0 | ||||
Court-Imposed Interest, Fees or Inflation Adjustments | ||||||
Loss Contingencies [Line Items] | ||||||
Total ordered damages granted to Bk | $ 8,100 | |||||
Court-Imposed Interest, Fees or Inflation Adjustments | Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Total ordered damages granted to Bk | BRL | BRL 26.7 | |||||
Arizona Department Of Environmental Quality | ||||||
Loss Contingencies [Line Items] | ||||||
Loss Contingency, Estimate of Possible Loss | 300 | |||||
Standby Letters Of Credit | ||||||
Loss Contingencies [Line Items] | ||||||
Letters of Credit Outstanding, Amount | 5,300 | |||||
Chassis Converter Pool Agreements [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Other Inventory, Gross | $ 3,200 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | 2 | ||
Concentration Risk, Additional Characteristic | International sales accounted for less than 10% in each of the last three years. | ||
Sales Revenue, Net | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% |
Five Largest Customers | Sales Revenue, Net | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 24.00% | 24.00% | 25.00% |
Reportable Segment Information
Reportable Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net Sales | |||||||||||||||
Total net sales | $ 543,444 | $ 425,098 | $ 435,903 | $ 362,716 | $ 462,057 | $ 464,272 | $ 471,439 | $ 447,676 | $ 543,711 | $ 531,350 | $ 514,831 | $ 437,597 | $ 1,767,161 | $ 1,845,444 | $ 2,027,489 |
Depreciation and amortization | 35,053 | 36,769 | 37,998 | ||||||||||||
Income (Loss) from operations | 130,816 | 202,532 | 180,369 | ||||||||||||
Reconciling items to net income | |||||||||||||||
Interest expense | (16,400) | (15,663) | (19,548) | ||||||||||||
Other, net | 8,122 | (1,452) | 2,490 | ||||||||||||
Income tax expense | 11,116 | 65,984 | 59,022 | ||||||||||||
Net income | 49,357 | $ 18,947 | $ 22,945 | $ 20,173 | 23,000 | $ 33,378 | $ 35,532 | $ 27,523 | 33,286 | $ 31,880 | $ 28,649 | $ 10,474 | 111,422 | 119,433 | 104,289 |
Assets | 1,351,513 | 898,733 | 949,670 | 1,351,513 | 898,733 | 949,670 | |||||||||
External Customers | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | 1,767,161 | 1,845,444 | 2,027,489 | ||||||||||||
Intersegment Sales | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | 0 | 0 | 0 | ||||||||||||
Commercial Trailer Products | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | 1,348,382 | 1,506,110 | 1,582,241 | ||||||||||||
Depreciation and amortization | 9,975 | 12,345 | 12,674 | ||||||||||||
Income (Loss) from operations | 151,999 | 212,351 | 159,385 | ||||||||||||
Reconciling items to net income | |||||||||||||||
Assets | 311,705 | 312,848 | 336,235 | 311,705 | 312,848 | 336,235 | |||||||||
Commercial Trailer Products | External Customers | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | 1,348,251 | 1,506,070 | 1,582,019 | ||||||||||||
Commercial Trailer Products | Intersegment Sales | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | 131 | 40 | 222 | ||||||||||||
Diversified Products | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | 361,358 | 352,404 | 456,927 | ||||||||||||
Depreciation and amortization | 22,236 | 22,970 | 23,888 | ||||||||||||
Income (Loss) from operations | 20,376 | 24,595 | 51,078 | ||||||||||||
Reconciling items to net income | |||||||||||||||
Assets | 340,651 | 370,338 | 397,892 | 340,651 | 370,338 | 397,892 | |||||||||
Diversified Products | External Customers | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | 348,449 | 339,374 | 445,470 | ||||||||||||
Diversified Products | Intersegment Sales | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | 12,909 | 13,030 | 11,457 | ||||||||||||
Final Mile Products | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | 70,461 | 0 | 0 | ||||||||||||
Depreciation and amortization | 1,152 | 0 | 0 | ||||||||||||
Income (Loss) from operations | (2,098) | 0 | 0 | ||||||||||||
Reconciling items to net income | |||||||||||||||
Assets | 404,246 | 0 | 0 | 404,246 | 0 | 0 | |||||||||
Final Mile Products | External Customers | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | 70,461 | 0 | 0 | ||||||||||||
Final Mile Products | Intersegment Sales | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | 0 | 0 | 0 | ||||||||||||
Corporate and Eliminations | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | (13,040) | (13,070) | (11,679) | ||||||||||||
Depreciation and amortization | 1,690 | 1,454 | 1,436 | ||||||||||||
Income (Loss) from operations | (39,461) | (34,414) | (30,094) | ||||||||||||
Reconciling items to net income | |||||||||||||||
Assets | $ 294,911 | $ 215,547 | $ 215,543 | 294,911 | 215,547 | 215,543 | |||||||||
Corporate and Eliminations | External Customers | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | 0 | 0 | 0 | ||||||||||||
Corporate and Eliminations | Intersegment Sales | |||||||||||||||
Net Sales | |||||||||||||||
Total net sales | $ (13,040) | $ (13,070) | $ (11,679) |
Major Product Categories and Pe
Major Product Categories and Percentage of Consolidated Net Sales (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Product Information [Line Items] | |||||||||||||||
Total net external sales | $ 543,444 | $ 425,098 | $ 435,903 | $ 362,716 | $ 462,057 | $ 464,272 | $ 471,439 | $ 447,676 | $ 543,711 | $ 531,350 | $ 514,831 | $ 437,597 | $ 1,767,161 | $ 1,845,444 | $ 2,027,489 |
Sales Revenue, Net | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Percentage of consolidated net sales | 100.00% | 100.00% | 100.00% | ||||||||||||
Corporate and Eliminations | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | $ (13,040) | $ (13,070) | $ (11,679) | ||||||||||||
Commercial Trailer Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 1,348,382 | 1,506,110 | 1,582,241 | ||||||||||||
Diversified Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 361,358 | 352,404 | 456,927 | ||||||||||||
Final Mile Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 70,461 | 0 | 0 | ||||||||||||
New Trailers | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | $ 1,413,689 | $ 1,551,136 | $ 1,692,229 | ||||||||||||
New Trailers | Sales Revenue, Net | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Percentage of consolidated net sales | 80.00% | 84.10% | 83.50% | ||||||||||||
New Trailers | Corporate and Eliminations | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | $ 0 | $ (89) | $ 0 | ||||||||||||
New Trailers | Commercial Trailer Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 1,273,584 | 1,421,586 | 1,474,201 | ||||||||||||
New Trailers | Diversified Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 140,105 | 129,639 | 218,028 | ||||||||||||
New Trailers | Final Mile Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 0 | 0 | 0 | ||||||||||||
Used Trailers | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | $ 13,998 | $ 15,174 | $ 35,580 | ||||||||||||
Used Trailers | Sales Revenue, Net | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Percentage of consolidated net sales | 0.80% | 0.80% | 1.80% | ||||||||||||
Used Trailers | Corporate and Eliminations | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | $ 0 | $ 0 | $ 0 | ||||||||||||
Used Trailers | Commercial Trailer Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 10,720 | 11,998 | 31,022 | ||||||||||||
Used Trailers | Diversified Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 3,278 | 3,176 | 4,558 | ||||||||||||
Used Trailers | Final Mile Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 0 | 0 | 0 | ||||||||||||
Components, parts and service | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | $ 154,526 | $ 154,755 | $ 168,550 | ||||||||||||
Components, parts and service | Sales Revenue, Net | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Percentage of consolidated net sales | 8.70% | 8.40% | 8.30% | ||||||||||||
Components, parts and service | Corporate and Eliminations | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | $ (13,040) | $ (12,955) | $ (11,628) | ||||||||||||
Components, parts and service | Commercial Trailer Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 48,008 | 56,191 | 60,482 | ||||||||||||
Components, parts and service | Diversified Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 117,681 | 111,519 | 119,696 | ||||||||||||
Components, parts and service | Final Mile Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 1,877 | 0 | 0 | ||||||||||||
Equipment and other | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | $ 184,948 | $ 124,379 | $ 131,130 | ||||||||||||
Equipment and other | Sales Revenue, Net | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Percentage of consolidated net sales | 10.50% | 6.70% | 6.40% | ||||||||||||
Equipment and other | Corporate and Eliminations | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | $ 0 | $ (26) | $ (51) | ||||||||||||
Equipment and other | Commercial Trailer Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 16,070 | 16,335 | 16,536 | ||||||||||||
Equipment and other | Diversified Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | 100,294 | 108,070 | 114,645 | ||||||||||||
Equipment and other | Final Mile Products | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Total net external sales | $ 68,584 | $ 0 | $ 0 |
Summary of the Unaudited Quarte
Summary of the Unaudited Quarterly Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||||||||
Schedule of Quarterly Financial Information [Line Items] | |||||||||||||||||||||||||||
Net sales | $ 543,444 | $ 425,098 | $ 435,903 | $ 362,716 | $ 462,057 | $ 464,272 | $ 471,439 | $ 447,676 | $ 543,711 | $ 531,350 | $ 514,831 | $ 437,597 | $ 1,767,161 | $ 1,845,444 | $ 2,027,489 | ||||||||||||
Gross profit | 72,876 | 60,963 | 67,679 | 59,357 | 71,485 | 83,459 | 91,064 | 79,526 | 87,819 | 86,022 | 72,405 | 57,197 | 260,875 | 325,534 | 303,443 | ||||||||||||
Net income | $ 49,357 | $ 18,947 | $ 22,945 | $ 20,173 | $ 23,000 | $ 33,378 | $ 35,532 | $ 27,523 | $ 33,286 | $ 31,880 | $ 28,649 | $ 10,474 | $ 111,422 | $ 119,433 | $ 104,289 | ||||||||||||
Basic net income per share (in dollars per share) | $ 0.84 | [1] | $ 0.32 | [1] | $ 0.38 | [1] | $ 0.34 | [1] | $ 0.37 | [1] | $ 0.52 | [1] | $ 0.55 | [1] | $ 0.42 | [1] | $ 0.50 | [1] | $ 0.48 | [1] | $ 0.42 | [1] | $ 0.15 | [1] | $ 1.88 | $ 1.87 | $ 1.55 |
Diluted net income per share (in dollars per share) | $ 0.80 | [1] | $ 0.30 | [1] | $ 0.36 | [1] | $ 0.32 | [1] | $ 0.36 | [1] | $ 0.51 | [1] | $ 0.53 | [1] | $ 0.42 | [1] | $ 0.50 | [1] | $ 0.47 | [1] | $ 0.41 | [1] | $ 0.15 | [1] | $ 1.78 | $ 1.82 | $ 1.5 |
[1] | Basic and diluted net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income per share may differ from annual net income per share due to rounding. |
Major Components of Other Accru
Major Components of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Line Items] | |||
Payroll and related taxes | $ 27,840 | $ 26,793 | |
Customer deposits | 26,059 | 19,302 | |
Warranty | 20,132 | 20,520 | $ 19,709 |
Chassis converter pool agreements | 18,326 | 0 | |
Self-Insurance | 9,996 | 8,387 | $ 7,677 |
Accrued taxes | 9,224 | 6,400 | |
All other | 17,333 | 10,912 | |
Other accrued liabilities | $ 128,910 | $ 92,314 |