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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2012
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. Certain reclassifications have been made to prior periods to conform to the current year presentation. These reclassifications had no effect on net income for the periods previously reported.

 

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 long-term contracts are recorded on a percentage of completion method, measured by the actual labor incurred to the estimated total labor for each project. Revenues exclude all taxes collected from the customer. Shipping and handling fees are included in Net Sales and the associated costs included in Cost of Sales in the Consolidated Statements of Operations.

Used Trailer Trade Commitments and Residual Value Guarantees
d.Used Trailer Trade Commitments and Residual Value Guarantees

 

The Company has commitments with certain customers to accept used trailers on trade for new trailer purchases. These commitments arise in the normal course of business 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 approximately $19.5 million, $16.2 million and $8.1 million in 2012, 2011 and 2010, respectively. As of December 31, 2012 and 2011, the Company had approximately $10.8 million and $23.3 million, respectively, of outstanding trade commitments. 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. The net realizable value of the used trailers subject to the remaining outstanding trade commitments was estimated by the Company to be approximately $10.8 million and $23.0 million as of December 31, 2012 and 2011, respectively.

 

 
Accounts Receivable

e. 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 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 both General and Administrative Expenses and Selling Expenses in the Consolidated Statements of Operations. The following table presents the changes in the allowance for doubtful accounts (in thousands):

     
  Years Ended December 31,
     2012   2011   2010
Balance at beginning of year   $     1,233     $    2,241     $     2,790  
(Income) expense     (153 )      (981 )      60  
Write-offs, net     (222 )      (27 )      (609 ) 
Balance at end of year   $ 858     $ 1,233     $ 2,241  
Inventories
f.Inventories

 

Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method, or market. The cost of manufactured inventory includes raw material, labor and overhead. Inventories consist of the following (in thousands):

 

  December 31, 
  2012  2011 
Raw materials and components $57,187  $54,000 
Work in progress  24,849   2,332 
Finished goods  82,930   115,095 
Aftermarket parts  9,882   5,762 
Used trailers  14,639   12,344 
  $189,487  $189,533 

 

Prepaid Expenses and Other
g.Prepaid Expenses and Other

 

Prepaid expenses and other as of December 31, 2012 and 2011 were $8.2 million and $2.3 million, respectively. Prepaid expenses and other primarily includes items such as insurance premiums, maintenance agreements, restricted cash balances and other receivables. Insurance premiums and maintenance agreements are charged to expense over the contractual life which is generally one year or less. As of December 31, 2012, the Company had restricted cash balances totaling $2.5 million pertaining to a financing arrangement for the expansion of its production facility in Cadiz, Kentucky which is expected to be utilized in 2013. Other receivables primarily consist of costs in excess of billings on long-term contracts for which the Company recognizes revenue on a percentage of completion basis.

Property, Plant and Equipment

h. 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 and General and Administrative Expenses in the Consolidated Statements of Operations, as appropriate, on property, plant and equipment was $12.7 million, $10.2 million and $11.3 million for 2012, 2011 and 2010, respectively, and includes amortization of assets recorded in connection with the Company’s capital lease agreements. In July 2008, the Company entered into a non-cash capital lease obligation for its manufacturing facility in Cadiz, Kentucky totaling $5.3 million. In 2010, the Company renegotiated the terms of the lease to reflect the current market value of the facility, reducing the total lease obligation to $4.7 million. Furthermore, in February 2012, the Company renegotiated a new, ten-year lease extension resulting in a capital lease obligation for this facility of $2.7 million and a cash payment at closing of $0.8 million. As of December 31, 2012 and 2011, the assets related to the Company’s capital lease agreements are recorded within Property, Plant and Equipment in the Consolidated Balance Sheet for the amount of $6.5 million and $5.9 million, respectively, net of accumulated depreciation of $1.4 million and $0.8 million, respectively.

Property, plant and equipment consist of the following (in thousands):

   
  December 31,
     2012   2011
Land   $      23,986     $      21,387  
Buildings and building improvements     106,679       92,507  
Machinery and equipment     184,859       159,825  
Construction in progress     8,753       4,864  
     $ 324,277     $ 278,583  
Less: accumulated depreciation     (192,131 )      (181,992 ) 
     $ 132,146     $ 96,591
Intangible Assets

i. Intangible Assets

As of December 31, 2012, the balances of intangible assets, other than goodwill, were as follows (in thousands):

       
  Weighted Average Amortization Period   Gross Intangible Assets   Accumulated Amortization   Net Intangible Assets
Tradenames and trademarks     20 years     $     37,600     $     (4,336 )    $     33,264  
Customer relationships     10 years       146,000       (21,738 )      124,262  
Technology     12 years       15,300       (850 )      14,450  
Other     9 years       17,939       (17,925 )      14  
Total     12 years     $ 216,839     $ (44,849 )    $ 171,990  

As of December 31, 2011, the balances of intangible assets, other than goodwill, were as follows (in thousands):

       
  Weighted Average Amortization Period   Gross Intangible Assets   Accumulated Amortization   Net Intangible Assets
Tradenames and trademarks     20 years     $     10,000     $     (2,917 )    $     7,083  
Customer relationships     11 years       27,000       (14,318 )      12,682  
Other     9 years       17,039       (16,983 )      56  
Total     12 years     $ 54,039     $ (34,218 )    $ 19,821  

Intangible asset amortization expense was $10.6 million, $3.0 million and $3.1 million for 2012, 2011 and 2010, respectively. Annual intangible asset amortization expense for the next 5 fiscal years is estimated to be $20.8 million in 2013; $20.9 million in 2014; $20.3 million in 2015; $19.1 million in 2016 and $15.9 million in 2017.

Goodwill

j. Goodwill

The changes in the carrying amounts of goodwill, all of which is included in the Company’s Diversified Products segment as of December 31, 2012 except for approximately $10.2 million allocated to the Company’s Retail segment, for the years ended December 31, 2012 and 2011 were as follows (in thousands):

 
Balance as of December 31, 2010         $—  
Balance as of December 31, 2011         $—  
Goodwill acquired         146,444  
Balance as of December 31, 2012   $ 146,444  

Goodwill represents the excess purchase price over fair value of the net assets acquired in the acquisition of Walker. The Company reviews goodwill for impairment 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 (Topic 350): Testing Goodwill for Impairment, (“ASU 2011-08”). Under this guidance, 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. 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.

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.

Based on the result of the qualitative assessment of the Company’s reporting units, the Company believes it is more likely than not that the fair value of its reporting units are greater than their carrying amount. No impairment was recognized in 2012, 2011 or 2010.

Other Assets

k. 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, 2012 and 2011, the Company had software costs, net of amortization, of $0.9 million and $3.1 million, respectively. Amortization expense for 2012, 2011 and 2010 was $2.3 million, $2.3 million and $2.4 million, respectively.

Long-Lived Assets

l. 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

m. Other Accrued Liabilities

The following table presents the major components of Other Accrued Liabilities (in thousands):

   
  December 31,
     2012   2011
Warranty   $ 14,886     $ 11,437  
Payroll and related taxes     23,342       14,237  
Self-insurance     7,702       5,390  
Accrued taxes     5,578       6,239  
Customer deposits     43,158       16,282  
All other     10,207       5,439  
     $     104,873     $     59,024  

The following table presents the changes in the product warranty accrual included in Other Accrued Liabilities (in thousands):

   
  2012   2011
Balance as of January 1   $     11,437     $     11,936  
Provision for warranties issued in current year     5,521       3,667  
Walker acquisition     3,887        
Recovery of pre-existing warranties     (750 )      (1,992 ) 
Payments     (5,209 )      (2,174 ) 
Balance as of December 31   $ 14,886     $ 11,437  

The Company offers a limited warranty for its products with a coverage period that ranges between one and five years, provided that the coverage period for DuraPlate® trailer panels beginning with those panels manufactured in 2005 or after is ten years. The Company passes through component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale.

The following table presents the changes in the self-insurance accrual included in Other Accrued Liabilities (in thousands):

 
  Self-Insurance
Accrual
Balance as of January 1, 2011   $       5,403  
Expense     16,466  
Payments     (16,479 ) 
Balance as of December 31, 2011   $ 5,390  
Expense     25,336  
Walker acquisition     2,034  
Payments     (25,058 ) 
Balance as of December 31, 2012   $ 7,702  

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

n. 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

o. Concentration of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and customer receivables. We place our cash with high quality financial institutions. Generally, we do not require collateral or other security to support customer receivables.

Research and Development

p. Research and Development

Research and development expenses are charged to earnings as incurred and were $1.7 million, $1.0 million and $0.9 million in 2012, 2011 and 2010, respectively.

New Accounting Pronouncements

q. New Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, Intangibles (Topic 350) — Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-02 permits an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is more than its carrying amount. If based on its qualitative assessment an entity concludes it is more likely than not that the fair value of an indefinite-lived intangible asset exceeds its carrying amount, quantitative impairment testing is not required. However, if an entity concludes otherwise, quantitative impairment testing is required. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of ASU 2012-02 did not have a material impact on the Company’s audited consolidated financial statements.

In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS (“ASU 2011-04”). ASU 2011-04 is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are of two types: (i) those that clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The adoption of ASU 2011-04 did not have a material impact on the Company’s audited consolidated financial statements.

In June 2011, the FASB amended ASU 2011-05, Comprehensive Income, Presentation of Comprehensive Income, which will require companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity. The guidance in ASU 2011-05 does not change the items which must be reported in other comprehensive income, how such items are measured, or when it must be reclassified to net income. The guidance in ASU 2011-05 is effective for fiscal years and interim periods within those years beginning after December 15, 2011, and should be applied retrospectively. The Company adopted this standard using two consecutive statements.

In December 2011, The FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. ASU 2011-12 defers the requirement that companies present reclassification adjustments for each component of AOCI in both net income and OCI on the face of the financial statements. The effective dates for ASU 2011-12 are consistent with the effective dates for ASU 2011-05 and, similar to the Company’s adoption of ASU 2011-05, the adoption of this guidance did not have a material impact on the Company’s audited consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which will require entities to provide information about amounts reclassified out of other comprehensive income by component. The Company is required to present, either on the face of the financial statements or in the notes, the amounts reclassified from other comprehensive income to the respective line items in the Consolidated Statements of Operations. This amendment is effective for interim and annual periods beginning after December 15, 2012. The adoption of this guidance is not expected to have a material impact on the Company’s audited consolidated financial statements.