LEASES

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

LEASES

LEASES

Lessee Activities

The Company records a right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with Accounting Standards Codification (“ASC”) 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration.

The Company leases certain industrial spaces, office spaces, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised at lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

During the three months ended March 31, 2024, leased assets obtained in exchange for new operating lease liabilities totaled approximately $2.1 million. During the three months ended March 31, 2023, leased assets obtained in exchange for new operating lease liabilities totaled approximately $0.3 million. As of March 31, 2024, obligations related to operating leases that the Company has executed but have not yet commenced were nominal.

Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands):

	Classification	March 31, 2024		December 31, 2023
Right-of-Use Assets
Operating	Other assets	$	31,972	$	32,219
Total leased ROU assets		$	31,972	$	32,219
Liabilities
Current
Operating	Other accrued liabilities	$	9,390	$	9,049
Noncurrent
Operating	Other non-current liabilities	22,582		23,170
Total lease liabilities		$	31,972	$	32,219

Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands):

	Classification	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Operating lease cost	Cost of sales, selling expenses and general and administrative expense	$	2,760	$	1,871
Net lease cost		$	2,760	$	1,871

Maturity of the Company’s lease liabilities as of March 31, 2024 is as follows (in thousands):

	Operating Leases		Finance Leases		Total
2024 (remainder)	$	8,155	$	—	$	8,155
2025	10,047		—		10,047
2026	8,954		—		8,954
2027	4,721		—		4,721
2028	1,970		—		1,970
Thereafter	1,082		—		1,082
Total lease payments	$	34,929	$	—	$	34,929
Less: interest	2,957		—
Present value of lease payments	$	31,972	$	—

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Remaining lease term and discount rates are as follows:

	March 31, 2024		December 31, 2023
Weighted average remaining lease term (years)
Operating leases	3.6		3.8
Weighted average discount rate
Operating leases	4.95	%	4.94	%

Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands):

	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,736	$	1,895
Operating cash flows from finance leases	$	—	$	—
Financing cash flows from finance leases	$	—	$	—

Lessor and Sublessor Activities

The Company leases dry van trailers to customers under full-service lease agreements and operating lease agreements. At the inception of a contract, in accordance with the applicable accounting guidance (ASC 842, Leases) the Company considers whether the arrangement contains a lease and, as applicable, performs the required lease classification tests. The Company, as a lessor, has no sales-type or direct financing lease arrangements as of March 31, 2024.

The Company’s full-service lease agreements are an integrated service that include lease component amounts related to the use of the trailer, as well as non-lease components for preventative maintenance, certain repairs as defined in the related agreement, and ad valorem taxes. In accordance with the applicable accounting guidance (ASC 842, Leases), the Company has elected to combine lease and non-lease components when reporting revenue for the full-service underlying class of leased assets.

Initial lease terms are generally three to five years. Certain of the Company’s leases provide customers with renewal options that provide the ability to extend the lease term for a period of generally one to five years. In addition, some leases include options for the customer to purchase the trailers at fair market value, as determined by the Company at or near the end of the lease. The Company’s lease agreements generally do not have residual value guarantees nor permit customers to terminate the lease agreements prior to natural expiration. As stipulated in the lease agreements, the Company may receive reimbursements from customers for certain damage or required repairs to the trailers.

Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and at arm’s length.

Lease income is included in Net sales on the Company’s Condensed Consolidated Statements of Operations, and is recorded in the Parts & Services operating segment. For the three months ended March 31, 2024 and 2023, the Company’s lease income consisted of the following components (in thousands):

	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Operating lease income
Fixed lease income	$	643	$	—
Variable lease income	—		—
Total lease income1	$	643	$	—

—————————

(1) As noted above, net revenue related to subleases was insignificant for all periods presented but such revenue is included in the tables above.

The following table shows the Company’s future contractual receipts from noncancelable operating leases as of March 31, 2024 (in thousands):

	Operating Leases2
2024 (remainder)	$	1,557
2025	2,064
2026	2,064
2027	1,943
2028	1,567
Thereafter	99
Total contractual receipts	$	9,294

—————————

(2) The future contractual receipts due under the Company’s full-service operating leases include amounts related to preventative maintenance, certain repairs as defined in the related agreements, and ad valorem taxes. Net revenue related to the Company’s subleases are also included in the table above.

LEASES

LEASES

Lessee Activities

The Company records a right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with Accounting Standards Codification (“ASC”) 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration.

The Company leases certain industrial spaces, office spaces, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised at lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

During the three months ended March 31, 2024, leased assets obtained in exchange for new operating lease liabilities totaled approximately $2.1 million. During the three months ended March 31, 2023, leased assets obtained in exchange for new operating lease liabilities totaled approximately $0.3 million. As of March 31, 2024, obligations related to operating leases that the Company has executed but have not yet commenced were nominal.

Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands):

	Classification	March 31, 2024		December 31, 2023
Right-of-Use Assets
Operating	Other assets	$	31,972	$	32,219
Total leased ROU assets		$	31,972	$	32,219
Liabilities
Current
Operating	Other accrued liabilities	$	9,390	$	9,049
Noncurrent
Operating	Other non-current liabilities	22,582		23,170
Total lease liabilities		$	31,972	$	32,219

Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands):

	Classification	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Operating lease cost	Cost of sales, selling expenses and general and administrative expense	$	2,760	$	1,871
Net lease cost		$	2,760	$	1,871

Maturity of the Company’s lease liabilities as of March 31, 2024 is as follows (in thousands):

	Operating Leases		Finance Leases		Total
2024 (remainder)	$	8,155	$	—	$	8,155
2025	10,047		—		10,047
2026	8,954		—		8,954
2027	4,721		—		4,721
2028	1,970		—		1,970
Thereafter	1,082		—		1,082
Total lease payments	$	34,929	$	—	$	34,929
Less: interest	2,957		—
Present value of lease payments	$	31,972	$	—

As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Remaining lease term and discount rates are as follows:

	March 31, 2024		December 31, 2023
Weighted average remaining lease term (years)
Operating leases	3.6		3.8
Weighted average discount rate
Operating leases	4.95	%	4.94	%

Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands):

	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,736	$	1,895
Operating cash flows from finance leases	$	—	$	—
Financing cash flows from finance leases	$	—	$	—

Lessor and Sublessor Activities

The Company leases dry van trailers to customers under full-service lease agreements and operating lease agreements. At the inception of a contract, in accordance with the applicable accounting guidance (ASC 842, Leases) the Company considers whether the arrangement contains a lease and, as applicable, performs the required lease classification tests. The Company, as a lessor, has no sales-type or direct financing lease arrangements as of March 31, 2024.

The Company’s full-service lease agreements are an integrated service that include lease component amounts related to the use of the trailer, as well as non-lease components for preventative maintenance, certain repairs as defined in the related agreement, and ad valorem taxes. In accordance with the applicable accounting guidance (ASC 842, Leases), the Company has elected to combine lease and non-lease components when reporting revenue for the full-service underlying class of leased assets.

Initial lease terms are generally three to five years. Certain of the Company’s leases provide customers with renewal options that provide the ability to extend the lease term for a period of generally one to five years. In addition, some leases include options for the customer to purchase the trailers at fair market value, as determined by the Company at or near the end of the lease. The Company’s lease agreements generally do not have residual value guarantees nor permit customers to terminate the lease agreements prior to natural expiration. As stipulated in the lease agreements, the Company may receive reimbursements from customers for certain damage or required repairs to the trailers.

Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and at arm’s length.

Lease income is included in Net sales on the Company’s Condensed Consolidated Statements of Operations, and is recorded in the Parts & Services operating segment. For the three months ended March 31, 2024 and 2023, the Company’s lease income consisted of the following components (in thousands):

	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Operating lease income
Fixed lease income	$	643	$	—
Variable lease income	—		—
Total lease income1	$	643	$	—

—————————

(1) As noted above, net revenue related to subleases was insignificant for all periods presented but such revenue is included in the tables above.

The following table shows the Company’s future contractual receipts from noncancelable operating leases as of March 31, 2024 (in thousands):

	Operating Leases2
2024 (remainder)	$	1,557
2025	2,064
2026	2,064
2027	1,943
2028	1,567
Thereafter	99
Total contractual receipts	$	9,294

—————————

(2) The future contractual receipts due under the Company’s full-service operating leases include amounts related to preventative maintenance, certain repairs as defined in the related agreements, and ad valorem taxes. Net revenue related to the Company’s subleases are also included in the table above.