Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 18, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-10883 | |
Entity Registrant Name | WABASH NATIONAL CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-1375208 | |
Entity Address, Address Line One | 3900 McCarty Lane | |
Entity Address, City or Town | Lafayette | |
Entity Address, State or Province | IN | |
Entity Address, Postal Zip Code | 47905 | |
City Area Code | 765 | |
Local Phone Number | 771-5310 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | WNC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 46,087,303 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000879526 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 105,288 | $ 58,245 |
Accounts receivable, net | 211,181 | 255,577 |
Inventories, net | 344,292 | 243,870 |
Prepaid expenses and other | 60,282 | 34,927 |
Total current assets | 721,043 | 592,619 |
Property, plant, and equipment, net | 319,358 | 271,116 |
Goodwill | 188,418 | 188,434 |
Intangible assets, net | 89,621 | 99,231 |
Other assets | 70,900 | 52,123 |
Total assets | 1,389,340 | 1,203,523 |
Current liabilities: | ||
Current portion of long-term debt | 0 | 0 |
Accounts payable | 205,299 | 189,141 |
Other accrued liabilities | 187,918 | 158,327 |
Total current liabilities | 393,217 | 347,468 |
Long-term debt | 396,300 | 395,818 |
Deferred income taxes | 37,107 | 27,758 |
Other non-current liabilities | 43,548 | 34,354 |
Total liabilities | 870,172 | 805,398 |
Commitments and contingencies | ||
Noncontrolling interest | 481 | 512 |
Wabash National Corporation stockholders’ equity: | ||
Common stock 200,000,000 shares authorized, $0.01 par value, 46,297,254 and 47,675,796 shares outstanding, respectively | 774 | 766 |
Additional paid-in capital | 674,900 | 665,941 |
Retained earnings | 357,294 | 188,241 |
Accumulated other comprehensive loss | (1,929) | (882) |
Treasury stock at cost, 31,223,492 and 28,972,928 common shares, respectively | (512,352) | (456,453) |
Total Wabash National Corporation stockholders' equity | 518,687 | 397,613 |
Total liabilities, noncontrolling interest, and equity | $ 1,389,340 | $ 1,203,523 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares outstanding (in shares) | 46,297,254 | 47,675,796 |
Treasury stock, shares (in shares) | 31,223,492 | 28,972,928 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 632,828 | $ 655,150 | $ 1,940,400 | $ 1,844,680 |
Cost of sales | 509,918 | 563,145 | 1,550,436 | 1,616,586 |
Gross profit | 122,910 | 92,005 | 389,964 | 228,094 |
General and administrative expenses | 35,836 | 27,845 | 109,194 | 85,121 |
Selling expenses | 6,086 | 7,752 | 20,164 | 21,337 |
Amortization of intangible assets | 3,204 | 3,184 | 9,610 | 12,026 |
Impairment and other, net | 147 | 349 | 149 | 692 |
Income (loss) from operations | 77,637 | 52,875 | 250,847 | 108,918 |
Other income (expense): | ||||
Interest expense | (4,932) | (5,210) | (14,913) | (15,341) |
Other, net | 844 | (179) | 1,706 | (577) |
Other expense, net | (4,088) | (5,389) | (13,207) | (15,918) |
Income before income tax expense | 73,549 | 47,486 | 237,640 | 93,000 |
Income tax expense | 18,068 | 11,130 | 56,289 | 21,831 |
Net income | 55,481 | 36,356 | 181,351 | 71,169 |
Net income attributable to noncontrolling interest | 152 | 186 | 481 | 373 |
Net income attributable to common stockholders | $ 55,329 | $ 36,170 | $ 180,870 | $ 70,796 |
Net income attributable to common stockholders per share: | ||||
Basic (in usd per share) | $ 1.18 | $ 0.75 | $ 3.82 | $ 1.45 |
Diluted (in usd per share) | $ 1.16 | $ 0.73 | $ 3.74 | $ 1.43 |
Weighted average common shares outstanding (in thousands): | ||||
Basic (in shares) | 46,906 | 48,515 | 47,373 | 48,849 |
Diluted (in shares) | 47,755 | 49,402 | 48,348 | 49,651 |
Dividends declared per share (in usd per share) | $ 0.08 | $ 0.08 | $ 0.24 | $ 0.24 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 55,481 | $ 36,356 | $ 181,351 | $ 71,169 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | (337) | (80) | 729 | (140) |
Unrealized gain (loss) on derivative instruments | 1,412 | (2,168) | (1,776) | (8,193) |
Total other comprehensive income (loss) | 1,075 | (2,248) | (1,047) | (8,333) |
Comprehensive income | 56,556 | 34,108 | 180,304 | 62,836 |
Comprehensive income attributable to noncontrolling interest | 152 | 186 | 481 | 373 |
Comprehensive income attributable to common stockholders | $ 56,404 | $ 33,922 | $ 179,823 | $ 62,463 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net income | $ 181,351 | $ 71,169 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation | 23,075 | 25,239 |
Amortization of intangibles | 9,610 | 12,026 |
Net loss (gain) on sale of property, plant and equipment | 149 | (635) |
Deferred income taxes | 9,924 | (178) |
Stock-based compensation | 8,812 | 7,367 |
Impairment | 0 | 1,339 |
Non-cash interest expense | 710 | 644 |
Accounts receivable | 44,396 | (71,575) |
Inventories | (100,422) | (72,080) |
Prepaid expenses and other | (11,820) | (716) |
Accounts payable and accrued liabilities | 39,277 | 101,101 |
Other, net | (464) | (1,545) |
Net cash provided by operating activities | 204,598 | 72,156 |
Cash flows from investing activities | ||
Cash payments for capital expenditures | (85,071) | (42,304) |
Expenditures for revenue generating assets | (3,961) | 0 |
Proceeds from the sale of assets | 0 | 1,445 |
Net cash used in investing activities | (89,032) | (40,859) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options | 155 | 1,241 |
Dividends paid | (12,157) | (12,176) |
Borrowings under revolving credit facilities | 103,992 | 72,244 |
Payments under revolving credit facilities | (103,992) | (57,279) |
Principal payments under finance lease obligations | 0 | (59) |
Debt issuance costs paid | (110) | (1,023) |
Stock repurchases | (55,899) | (24,545) |
Distribution to noncontrolling interest | (512) | 0 |
Net cash used in financing activities | (68,523) | (21,597) |
Cash and cash equivalents: | ||
Net increase in cash, cash equivalents, and restricted cash | 47,043 | 9,700 |
Cash, cash equivalents, and restricted cash at beginning of period | 58,245 | 71,778 |
Cash, cash equivalents, and restricted cash at end of period | 105,288 | 81,478 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 9,743 | 10,679 |
Net cash paid for income taxes | 69,788 | 1,928 |
Period end balance of payables for property, plant, and equipment | $ 7,517 | $ 7,914 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Lossses) | Treasury Stock |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 48,954,482 | |||||
Balance at beginning of period at Dec. 31, 2021 | $ 325,539 | $ 759 | $ 653,978 | $ 92,111 | $ 859 | $ (422,168) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 12,074 | 12,074 | ||||
Foreign currency translation | 243 | 243 | ||||
Stock-based compensation (in shares) | 277,124 | |||||
Stock-based compensation | 2,277 | $ 5 | 2,272 | |||
Stock repurchase (in shares) | (247,174) | |||||
Stock repurchase | (8,013) | (8,013) | ||||
Common stock dividends | (4,065) | (4,065) | ||||
Unrealized gain (loss) on derivative instruments | 13,585 | 13,585 | ||||
Stock option exercises (in shares) | 48,208 | |||||
Stock option exercises | 613 | 613 | ||||
Balance at end of period (in shares) at Mar. 31, 2022 | 49,032,640 | |||||
Balance at end of period at Mar. 31, 2022 | 342,253 | $ 764 | 656,863 | 100,120 | 14,687 | (430,181) |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 48,954,482 | |||||
Balance at beginning of period at Dec. 31, 2021 | 325,539 | $ 759 | 653,978 | 92,111 | 859 | (422,168) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 70,796 | |||||
Foreign currency translation | (140) | |||||
Unrealized gain (loss) on derivative instruments | (8,193) | |||||
Balance at end of period (in shares) at Sep. 30, 2022 | 48,065,277 | |||||
Balance at end of period at Sep. 30, 2022 | 360,102 | $ 765 | 662,581 | 150,943 | (7,474) | (446,713) |
Balance at beginning of period (in shares) at Mar. 31, 2022 | 49,032,640 | |||||
Balance at beginning of period at Mar. 31, 2022 | 342,253 | $ 764 | 656,863 | 100,120 | 14,687 | (430,181) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 22,552 | 22,552 | ||||
Foreign currency translation | (303) | (303) | ||||
Stock-based compensation (in shares) | 16,416 | |||||
Stock-based compensation | 2,370 | 2,370 | ||||
Stock repurchase (in shares) | (360,659) | |||||
Stock repurchase | (5,312) | (5,312) | ||||
Common stock dividends | (3,901) | (3,901) | ||||
Unrealized gain (loss) on derivative instruments | (19,610) | (19,610) | ||||
Stock option exercises (in shares) | 12,690 | |||||
Stock option exercises | 122 | 122 | ||||
Balance at end of period (in shares) at Jun. 30, 2022 | 48,701,087 | |||||
Balance at end of period at Jun. 30, 2022 | 338,171 | $ 764 | 659,355 | 118,771 | (5,226) | (435,493) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 36,170 | 36,170 | ||||
Foreign currency translation | (80) | (80) | ||||
Stock-based compensation (in shares) | 3,344 | |||||
Stock-based compensation | 2,720 | 2,720 | ||||
Stock repurchase (in shares) | (691,844) | |||||
Stock repurchase | (11,220) | (11,220) | ||||
Common stock dividends | (3,998) | (3,998) | ||||
Unrealized gain (loss) on derivative instruments | (2,168) | (2,168) | ||||
Stock option exercises (in shares) | 52,690 | |||||
Stock option exercises | 507 | $ 1 | 506 | |||
Balance at end of period (in shares) at Sep. 30, 2022 | 48,065,277 | |||||
Balance at end of period at Sep. 30, 2022 | 360,102 | $ 765 | 662,581 | 150,943 | (7,474) | (446,713) |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 47,675,796 | |||||
Balance at beginning of period at Dec. 31, 2022 | 397,613 | $ 766 | 665,941 | 188,241 | (882) | (456,453) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 51,213 | 51,213 | ||||
Foreign currency translation | 564 | 564 | ||||
Stock-based compensation (in shares) | 480,463 | |||||
Stock-based compensation | 2,766 | $ 8 | 2,758 | |||
Stock repurchase (in shares) | (540,875) | |||||
Stock repurchase | (23,566) | (23,566) | ||||
Common stock dividends | (4,055) | (4,055) | ||||
Unrealized gain (loss) on derivative instruments | (236) | (236) | ||||
Stock option exercises (in shares) | 10,683 | |||||
Stock option exercises | 144 | 144 | ||||
Balance at end of period (in shares) at Mar. 31, 2023 | 47,626,067 | |||||
Balance at end of period at Mar. 31, 2023 | 424,443 | $ 774 | 668,843 | 235,399 | (554) | (480,019) |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 47,675,796 | |||||
Balance at beginning of period at Dec. 31, 2022 | 397,613 | $ 766 | 665,941 | 188,241 | (882) | (456,453) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 180,870 | |||||
Foreign currency translation | 729 | |||||
Unrealized gain (loss) on derivative instruments | (1,776) | |||||
Balance at end of period (in shares) at Sep. 30, 2023 | 46,297,254 | |||||
Balance at end of period at Sep. 30, 2023 | 518,687 | $ 774 | 674,900 | 357,294 | (1,929) | (512,352) |
Balance at beginning of period (in shares) at Mar. 31, 2023 | 47,626,067 | |||||
Balance at beginning of period at Mar. 31, 2023 | 424,443 | $ 774 | 668,843 | 235,399 | (554) | (480,019) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 74,328 | 74,328 | ||||
Foreign currency translation | 502 | 502 | ||||
Stock-based compensation (in shares) | 24,550 | |||||
Stock-based compensation | 2,915 | 2,915 | ||||
Stock repurchase (in shares) | (585,997) | |||||
Stock repurchase | (14,330) | (14,330) | ||||
Common stock dividends | (3,893) | (3,893) | ||||
Unrealized gain (loss) on derivative instruments | (2,952) | (2,952) | ||||
Stock option exercises (in shares) | 750 | |||||
Stock option exercises | 11 | 11 | ||||
Balance at end of period (in shares) at Jun. 30, 2023 | 47,065,370 | |||||
Balance at end of period at Jun. 30, 2023 | 481,024 | $ 774 | 671,769 | 305,834 | (3,004) | (494,349) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 55,329 | 55,329 | ||||
Foreign currency translation | (337) | (337) | ||||
Stock-based compensation (in shares) | 10,829 | |||||
Stock-based compensation | 3,131 | 3,131 | ||||
Stock repurchase (in shares) | (778,945) | |||||
Stock repurchase | (18,003) | (18,003) | ||||
Common stock dividends | (3,869) | (3,869) | ||||
Unrealized gain (loss) on derivative instruments | 1,412 | 1,412 | ||||
Stock option exercises (in shares) | ||||||
Stock option exercises | 0 | |||||
Balance at end of period (in shares) at Sep. 30, 2023 | 46,297,254 | |||||
Balance at end of period at Sep. 30, 2023 | $ 518,687 | $ 774 | $ 674,900 | $ 357,294 | $ (1,929) | $ (512,352) |
DESCRIPTION OF THE BUSINESS & B
DESCRIPTION OF THE BUSINESS & BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS & BASIS OF PRESENTATION | DESCRIPTION OF THE BUSINESS & BASIS OF PRESENTATION Wabash National Corporation (the “Company,” “Wabash,” “we,” “our,” or “us”) was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana. The Company was founded as a dry van trailer manufacturer—today, the Company enables customers to thrive by providing insight into tomorrow and delivering pragmatic solutions today to move everything from first to final mile. The Company designs, manufactures, and services a diverse range of products, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. This diversification has been achieved through acquisitions, organic growth, and product innovation. The condensed consolidated financial statements of the Company have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements contain all material adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company, its results of operations, and its cash flows. The Company consolidates into its financial statements the accounts of the Company and any partially owned subsidiary it has the ability to control (see Note 5). The Company does not have any subsidiaries it consolidates based solely on the power to direct the activities and significant participation in the entity’s expected results that would not otherwise be consolidated based on control through voting interests. Further, its affiliates are businesses established and maintained in connection with its operating strategy and are not special purposes entities. All intercompany transactions and balances have been eliminated. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTSThe Company has reviewed recently issued accounting standards, which have not yet been adopted, in order to determine their potential effect, if any, on its financial condition or results of operations. Based on the review of recently issued standards, the Company does not currently believe that any of those accounting pronouncements will have a significant effect on its current or future financial condition, results of operations, cash flows, or disclosures. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales and the associated costs included in Cost of sales in the Condensed Consolidated Statements of Operations. For shipping and handling costs that take place after the transfer of control, the Company applies the practical expedient and treats such costs as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense. For performance obligations satisfied over time, which primarily relate to service work whereby the customer simultaneously receives and consumes the benefits provided, the Company recognizes revenue on the basis of the Company’s efforts or inputs to the satisfaction of these performance obligations, measured by actual total cost incurred to the total estimated costs for each project. Total revenue recognized over time was not material to the condensed consolidated financial statements for all periods presented. The Company has identified three separate and distinct performance obligations: (1) the sale of a trailer or equipment, (2) the sale of replacement parts, and (3) service work. For trailer, truck body, equipment, and replacement part sales, control is transferred and revenue is recognized from the sale upon shipment to, or pick up by, the customer in accordance with the contract terms. The Company does not have any material extended payment terms as payment is received shortly after the point of sale. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company does have customers who pay for the product prior to the transfer of control which is recorded as customer deposits in Other accrued liabilities as shown in Note 11. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product. |
GOODWILL & OTHER INTANGIBLE ASS
GOODWILL & OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL & OTHER INTANGIBLE ASSETS | GOODWILL & OTHER INTANGIBLE ASSETS As further described in Note 19, the Company has established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments have also been determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. As of September 30, 2023, goodwill allocated to the TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. The Company considered whether there were any indicators of impairment during the three and nine months ended September 30, 2023 and concluded there were none. The changes in the carrying amounts of goodwill from December 31, 2021 through the nine-month period ended September 30, 2023 were as follows (in thousands): Transportation Solutions Parts & Services Total Balance at December 31, 2021 Goodwill $ 188,764 $ 108,079 $ 296,843 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2021 120,507 67,936 188,443 Effects of foreign currency (5) (4) (9) Balance at December 31, 2022 Goodwill 188,759 108,075 296,834 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2022 120,502 67,932 188,434 Effects of foreign currency (8) (4) (12) Balance at March 31, 2023 Goodwill 188,751 108,071 296,822 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of March 31, 2023 120,494 67,928 188,422 Effects of foreign currency (7) (4) (11) Balance at June 30, 2023 Goodwill 188,744 108,067 296,811 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of June 30, 2023 120,487 67,924 188,411 Effects of foreign currency 4 3 7 Balance at September 30, 2023 Goodwill 188,748 108,070 296,818 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of September 30, 2023 $ 120,491 $ 67,927 $ 188,418 |
NONCONTROLLING INTEREST AND VAR
NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NONCONTROLLING INTREST AND VARIABLE INTEREST ENTITIES (VIEs) | NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (“VIEs”) VIEs & Consolidation The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either the variable interest model (the “VIE model”) or the voting interest model (the “VOE model”). VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE through its interest in the VIE. To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (typically management and representation on the board of directors as well as control of the overall strategic direction of the entity) and have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE. To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests, which primarily include the obligation to absorb losses or fund expenditures or losses (if needed), that are deemed to be variable interests in the VIE. This assessment requires the Company to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing the significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by the Company. At the VIE’s inception, the Company determines whether it is the primary beneficiary and if the VIE should be consolidated based on the facts and circumstances. The Company then performs on-going reassessments of the VIE based on reconsideration events and reevaluates whether a change to the consolidation conclusion is required each reporting period. If the Company is not deemed to be the primary beneficiary in a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with the applicable GAAP. If the Company concludes it is not the primary beneficiary of a VIE, the Company evaluates whether it has the ability to exercise significant influence over operating and financial policies of the entity requiring the equity method of accounting. The Company’s judgment regarding the level of influence over an equity method investment includes, but is not limited to, considering key factors such as the Company’s ownership interest (generally represented by ownership of at least 20 percent, but not more than 50 percent), representation on the board of directors, participation in policy making decisions, technological dependency, and material intercompany transactions. Generally, under the equity method, investments are recorded at cost and subsequently adjusted by the Company’s share of equity in income or losses after the date of the initial investment. Equity in income or losses is recorded according to the Company’s level of ownership; if losses accumulate, the Company records its share of losses until the investment has been fully depleted. If the Company’s investment has been fully depleted, the Company recognizes additional losses only when it is committed to provide further financial support. Dividends received from equity method investees reduce the amount of the Company’s investment when received and do not impact the Company’s earnings. The Company evaluates its equity method investments for an other-than-temporary impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. Entities that do not qualify as a VIE are assessed for consolidation under the VOE model. Under the VOE model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. The Company has no entities consolidated under the VOE model. At each reporting period, the Company reassesses whether it remains the primary beneficiary for VIEs consolidated under the VIE model. Wabash Parts LLC During the second quarter of 2022, the Company unified and expanded its parts and distribution capabilities by executing an agreement with a partner to create a new legal entity (Wabash Parts LLC, “WP”) to operate a parts and services distribution platform. The Company holds 50% ownership in WP while its partner holds the remaining 50%. Initial capital contributions were insignificant. WP has no debt or other financial obligations other than typical operating expenses and costs. Creditors of WP do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests. The operating agreement provides the Company’s partner with a put right that would require the Company to purchase its partner’s interest in WP. Upon receiving notice that the Company’s partner has exercised the put right, a valuation will occur as stipulated within the operating agreement. Such put right has not been exercised by the Company’s partner and is therefore not mandatorily redeemable as of the current period end date, however the existence of the put right that is beyond the Company’s control requires the noncontrolling interest to be presented in the temporary equity section of the Company’s Condensed Consolidated Balance Sheets. Because the entity does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that WP is a VIE. The Company has the power to direct the activities of WP through majority representation on the Board of Directors as well as control related to the management and overall strategic direction of the entity. In addition, the Company has the obligation to absorb the benefits and losses of WP that could potentially be significant to the entity. The Company also has a requirement to provide funding to the entity if needed. Given the facts and circumstances specific to WP, the Company concluded that it is the primary beneficiary and, as such, is required to consolidate the entity. WP’s results of operations are included in the Parts & Services operating and reportable segment. Through September 30, 2023, the Company did not provide financial or other support to this VIE that it was not contractually obligated to provide. As of September 30, 2023, the Company does not have any obligations to provide financial support to WP. The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Assets Current assets: Cash and cash equivalents $ 2,457 $ 1,379 Accounts receivable, net 1,838 1,509 Inventories, net 114 138 Prepaid expenses and other 146 16 Total current assets 4,555 3,042 Property, plant, and equipment, net — — Other assets 266 141 Total assets $ 4,821 $ 3,183 Liabilities Current liabilities: Accounts payable $ 3,837 $ 2,136 Other accrued liabilities 22 23 Total current liabilities 3,859 2,159 Other non-current liabilities — — Total liabilities $ 3,859 $ 2,159 The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands): 2023 2022 Balance at January 1 $ 512 $ — Net income attributable to noncontrolling interest 183 — Other comprehensive income (loss) — — Distributions declared to noncontrolling interest — — Balance at March 31 695 — Net income attributable to noncontrolling interest 146 187 Other comprehensive income (loss) — — Distributions declared to noncontrolling interest (512) — Balance at June 30 329 187 Net income attributable to noncontrolling interest 152 186 Other comprehensive income (loss) — — Distributions declared to noncontrolling interest — — Balance at September 30 $ 481 $ 373 |
INVENTORIES, NET
INVENTORIES, NET | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. Inventories, net of reserves, consist of the following components (in thousands): September 30, December 31, Raw materials and components $ 187,638 $ 176,080 Finished goods 130,604 50,005 Work in progress 15,849 9,983 Aftermarket parts 7,350 7,065 Used trailers 2,851 737 $ 344,292 $ 243,870 |
PREPAID EXPENSES AND OTHER
PREPAID EXPENSES AND OTHER | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER | PREPAID EXPENSES AND OTHER Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, Chassis converter pool agreements $ 36,132 $ 20,345 Assets held for sale — — Income tax receivables 11,583 2,358 Insurance premiums & maintenance/subscription agreements 6,399 3,949 Commodity swap contracts 423 2,674 All other 5,745 5,601 $ 60,282 $ 34,927 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. There were no assets held for sale as of either date presented. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. As further described in Note 9, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Other items primarily consist of investments held by the Company’s captive insurance subsidiary and other various prepaid and other assets. As of September 30, 2023 and December 31, 2022, there was no restricted cash included in prepaid expenses and other current assets. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt consists of the following (in thousands): September 30, December 31, Senior Notes due 2028 $ 400,000 $ 400,000 Revolving Credit Agreement — — 400,000 400,000 Less: unamortized discount and fees (3,700) (4,182) Less: current portion — — $ 396,300 $ 395,818 Senior Notes due 2028 On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes due 2028 (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Indenture”). The Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year. The Senior Notes will mature on October 15, 2028. At any time prior to October 15, 2024, 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 and accrued and unpaid interest to, but not including, the redemption date. Prior to October 15, 2024, the Company may redeem up to 40% of the Senior Notes at a redemption price of 104.500% 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 remain outstanding. On and after October 15, 2024, the Company may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on October 15, 2024, 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15, 2026, 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), unless the Company has exercised its optional redemption right in respect of the Senior Notes, the holders of the Senior Notes will have the right to require the Company to repurchase all or a portion of the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase. The Senior Notes are guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Senior Notes and related guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and will be subordinated 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 subordinated 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. Subject to a number of exceptions and qualifications, the Indenture 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 at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and the Company and its subsidiaries will cease to be subject to such covenants during such period. The Indenture 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. As of September 30, 2023, the Company was in compliance with all covenants. Contractual coupon interest expense and accretion of fees for the Senior Notes for each three- and nine-month period ended September 30, 2023 were $4.5 million and $0.2 million, and $13.5 million and $0.5 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes for each three- and nine-month period ended September 30, 2022 were $4.5 million and $0.2 million, and $13.5 million and $0.5 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes are included in Interest expense in the Company’s Condensed Consolidated Statements of Operations. Revolving Credit Agreement On September 23, 2022, the Company entered into the Third Amendment to Second Amended and Restated Credit Agreement among the Company, certain of its subsidiaries as borrowers (together with the Company, the “Borrowers”), certain of its subsidiaries as guarantors, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended the Company’s existing Second Amended and Restated Credit Agreement dated as of December 21, 2018 (as amended from time to time, the “Revolving Credit Agreement”). Under the Revolving Credit Agreement, the lenders agree to make available a $350 million revolving credit facility to the Borrowers with a scheduled maturity date of September 23, 2027. The Company has the option to increase the total commitments under the facility by up to an additional $175 million, subject to certain conditions, including obtaining agreements from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. Availability under the Revolving Credit Agreement is based upon quarterly (or more frequent under certain circumstances) borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and is reduced by certain reserves in effect from time to time. Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million and allows for swingline loans in the amount of $35 million. Outstanding borrowings under the Revolving Credit Agreement bear interest at an annual rate, at the Borrowers’ election, equal to (i) adjusted term Secured Overnight Financing Rate plus a margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending upon the monthly average excess availability under the Revolving Credit Agreement. The Borrowers are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of the Agent and the lenders. The Revolving Credit Agreement is guaranteed by certain subsidiaries of the Company (the “Guarantors”) and is secured by substantially all personal property of the Borrowers and the Guarantors. The Revolving Credit Agreement contains customary covenants limiting the ability of the Company and certain of its subsidiaries to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. In addition, the Company will be required to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 as of the end of any period of 12 fiscal months when excess availability under the Revolving Credit Agreement is less than the greater of (a) 10.0% of the lesser of (i) the total revolving commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million. As of September 30, 2023, the Company was in compliance with all covenants. If availability under the Revolving Credit Agreement is less than the greater of (i) 10% of the Line Cap and (ii) $25 million for three The Revolving Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the lenders may, among other things, require the immediate payment of all amounts outstanding and foreclose on collateral. In addition, in the case of an event of default arising from certain events of bankruptcy or insolvency, the lenders’ obligations under the Revolving Credit Agreement would automatically terminate, and all amounts outstanding under the Revolving Credit Agreement would automatically become due and payable. The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Agreement, amounted to $447.0 million as of September 30, 2023 and $401.2 million as of December 31, 2022. During the three-month period ended September 30, 2023, the Company had payments of principal of $0.3 million and borrowings of principal of $0.3 million. During the nine-month period ended September 30, 2023, the Company had payments of principal totaling $104.0 million and borrowings of principal totaling $104.0 million. As of September 30, 2023, there were no amounts outstanding under the Revolving Credit Agreement. During the three- and nine-month periods ended September 30, 2022, the Company had net payments of principal totaling $11.0 million and net borrowings of principal totaling $15.0 million, respectively. As of September 30, 2022, there was $48.0 million outstanding under the Revolving Credit Agreement. Interest expense under the Revolving Credit Agreement for the three- and nine-month periods ended September 30, 2023 was approximately $0.2 million and $0.7 million, respectively. During the three- and nine-month periods ended September 30, 2022, interest expense under the Revolving Credit Agreement was approximately $0.5 million and $1.3 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expense in the Company’s Condensed Consolidated Statements of Operations. |
FINANCIAL DERIVATIVE INSTRUMENT
FINANCIAL DERIVATIVE INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FINANCIAL DERIVATIVE INSTRUMENTS | FINANCIAL DERIVATIVE INSTRUMENTS Commodity Pricing Risk As of September 30, 2023, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $38.1 million. The Company uses commodity swap contracts to mitigate the risks associated with fluctuations in commodity prices impacting its cash flows related to inventory purchases from suppliers. The Company does not hedge all commodity price risk. At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified monthly settlement dates and will be recognized into earnings through January 2024. The effective portion of the hedging transaction is recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and transferred to earnings when the forecasted hedged transaction takes place or when the forecasted hedged transaction is no longer probable to occur. Financial Statement Presentation As of September 30, 2023 and December 31, 2022, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands): Asset / (Liability) Derivatives Balance Sheet Caption September 30, December 31, Derivatives designated as hedging instruments Commodity swap contracts Prepaid expenses and other $ 423 $ 2,674 Commodity swap contracts Accounts payable and Other accrued liabilities (2,256) (1,653) Total derivatives designated as hedging instruments $ (1,833) $ 1,021 The following table summarizes the gain or loss recognized in AOCI as of September 30, 2023 and December 31, 2022 and the amounts reclassified from AOCI into earnings for the three and nine months ended September 30, 2023 and 2022 (in thousands): Amount of (Loss) Gain Recognized in AOCI on Derivatives (Effective Portion, net of tax) Location of Gain (Loss) Reclassified from AOCI into Earnings Amount of Gain (Loss) September 30, December 31, Three Months Ended Nine Months Ended 2023 2022 2023 2022 Derivatives instruments Commodity swap contracts $ (867) $ 909 Cost of sales $ (2,285) $ (1,956) $ (2,168) $ 10,607 Over the next 12 months, the Company expects to reclassify approximately $1.1 million of pretax deferred losses, related to the commodity swap contracts, from AOCI to cost of sales as inventory purchases are settled. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
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. The Company has no significant lease agreements in place for which the Company is a lessor. 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 nine months ended September 30, 2023, leased assets obtained in exchange for new operating lease liabilities totaled approximately $9.4 million. During the nine months ended September 30, 2022, leased assets obtained in exchange for new operating lease liabilities totaled approximately $16.4 million. As of September 30, 2023, obligations related to operating leases that the Company has executed but have not yet commenced were nominal. As described in the Company’s Annual Report on Form 10-K for the year ended December, 31, 2022, during 2022, the Company entered into sale-leaseback-sublease transactions. Such contracts were entered into in contemplation of each other and are thus recorded on a net basis. Certain of the transactions occurred with a related party—such transactions were at market value and arm’s length. Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands): Classification September 30, 2023 December 31, 2022 Right-of-Use Assets Operating Other assets $ 30,209 $ 23,003 Liabilities Current Operating Other accrued liabilities $ 7,835 $ 6,120 Noncurrent Operating Other non-current liabilities 22,374 16,883 Total lease liabilities $ 30,209 $ 23,003 Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands): Classification Three Months Ended Three Months Ended Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 2,442 $ 1,559 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales — — Interest on lease liabilities Interest expense — — Net lease cost $ 2,442 $ 1,559 Classification Nine Months Ended Nine Months Ended Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 6,440 $ 3,877 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales — 36 Interest on lease liabilities Interest expense — 1 Net lease cost $ 6,440 $ 3,914 Maturity of the Company’s lease liabilities as of September 30, 2023 is as follows (in thousands): Operating Leases Finance Leases Total 2023 (remainder) $ 2,313 $ — $ 2,313 2024 8,960 — 8,960 2025 7,907 — 7,907 2026 6,972 — 6,972 2027 4,349 — 4,349 Thereafter 2,986 — 2,986 Total lease payments $ 33,487 $ — $ 33,487 Less: interest 3,278 — Present value of lease payments $ 30,209 $ — 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: September 30, 2023 December 31, 2022 Weighted average remaining lease term (years) Operating leases 4.1 4.3 Weighted average discount rate Operating leases 4.96 % 4.92 % Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands): Nine Months Ended Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,434 $ 3,917 Operating cash flows from finance leases $ — $ 1 Financing cash flows from finance leases $ — $ 59 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 September 30, 2023. 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 one During the year ended December 31, 2022, the Company entered into sale-leaseback-sublease transactions. Such contracts were entered into in contemplation of each other and are thus recorded on a net basis. The net revenue from these contracts was insignificant for all periods presented but such revenue is included in the tables below. Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and entered into 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 and nine months ended September 30, 2023 and 2022, the Company’s lease income consisted of the following components (in thousands): Three Months Ended Three Months Ended Operating lease income Fixed lease income $ 324 $ 42 Variable lease income — — Total lease income 1 $ 324 $ 42 Nine Months Ended Nine Months Ended Operating lease income Fixed lease income $ 503 $ 63 Variable lease income — — Total lease income 1 $ 503 $ 63 ————————— (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 for the years ended December 31 as of September 30, 2023 (in thousands): Operating Leases 2 2023 (remainder) $ 371 2024 1,485 2025 1,473 2026 1,473 2027 1,360 Thereafter 667 Total contractual receipts $ 6,829 ————————— (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. The Company has no significant lease agreements in place for which the Company is a lessor. 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 nine months ended September 30, 2023, leased assets obtained in exchange for new operating lease liabilities totaled approximately $9.4 million. During the nine months ended September 30, 2022, leased assets obtained in exchange for new operating lease liabilities totaled approximately $16.4 million. As of September 30, 2023, obligations related to operating leases that the Company has executed but have not yet commenced were nominal. As described in the Company’s Annual Report on Form 10-K for the year ended December, 31, 2022, during 2022, the Company entered into sale-leaseback-sublease transactions. Such contracts were entered into in contemplation of each other and are thus recorded on a net basis. Certain of the transactions occurred with a related party—such transactions were at market value and arm’s length. Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands): Classification September 30, 2023 December 31, 2022 Right-of-Use Assets Operating Other assets $ 30,209 $ 23,003 Liabilities Current Operating Other accrued liabilities $ 7,835 $ 6,120 Noncurrent Operating Other non-current liabilities 22,374 16,883 Total lease liabilities $ 30,209 $ 23,003 Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands): Classification Three Months Ended Three Months Ended Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 2,442 $ 1,559 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales — — Interest on lease liabilities Interest expense — — Net lease cost $ 2,442 $ 1,559 Classification Nine Months Ended Nine Months Ended Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 6,440 $ 3,877 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales — 36 Interest on lease liabilities Interest expense — 1 Net lease cost $ 6,440 $ 3,914 Maturity of the Company’s lease liabilities as of September 30, 2023 is as follows (in thousands): Operating Leases Finance Leases Total 2023 (remainder) $ 2,313 $ — $ 2,313 2024 8,960 — 8,960 2025 7,907 — 7,907 2026 6,972 — 6,972 2027 4,349 — 4,349 Thereafter 2,986 — 2,986 Total lease payments $ 33,487 $ — $ 33,487 Less: interest 3,278 — Present value of lease payments $ 30,209 $ — 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: September 30, 2023 December 31, 2022 Weighted average remaining lease term (years) Operating leases 4.1 4.3 Weighted average discount rate Operating leases 4.96 % 4.92 % Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands): Nine Months Ended Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,434 $ 3,917 Operating cash flows from finance leases $ — $ 1 Financing cash flows from finance leases $ — $ 59 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 September 30, 2023. 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 one During the year ended December 31, 2022, the Company entered into sale-leaseback-sublease transactions. Such contracts were entered into in contemplation of each other and are thus recorded on a net basis. The net revenue from these contracts was insignificant for all periods presented but such revenue is included in the tables below. Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and entered into 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 and nine months ended September 30, 2023 and 2022, the Company’s lease income consisted of the following components (in thousands): Three Months Ended Three Months Ended Operating lease income Fixed lease income $ 324 $ 42 Variable lease income — — Total lease income 1 $ 324 $ 42 Nine Months Ended Nine Months Ended Operating lease income Fixed lease income $ 503 $ 63 Variable lease income — — Total lease income 1 $ 503 $ 63 ————————— (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 for the years ended December 31 as of September 30, 2023 (in thousands): Operating Leases 2 2023 (remainder) $ 371 2024 1,485 2025 1,473 2026 1,473 2027 1,360 Thereafter 667 Total contractual receipts $ 6,829 ————————— (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. |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITIES The following table presents the major components of Other accrued liabilities (in thousands): September 30, December 31, Warranty $ 21,511 $ 22,061 Chassis converter pool agreements 36,132 20,345 Payroll and related taxes 34,273 29,219 Customer deposits 45,867 32,129 Self-insurance 13,095 10,718 Accrued interest 8,314 3,854 Operating lease obligations 7,835 6,120 Accrued taxes 7,712 24,793 All other 13,179 9,088 $ 187,918 $ 158,327 The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands): 2023 2022 Balance as of January 1 $ 22,061 $ 22,045 Provisions and revisions to estimates 2,705 1,832 Payments (3,255) (2,303) Balance as of September 30 $ 21,511 $ 21,574 The Company offers a limited warranty for its products with a coverage period that ranges between 1 and 5 years, except that the coverage period for DuraPlate ® trailer panels is 10 years and the coverage period for steel main beams on flatbed trailer products exceeds 10 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company’s fair value measurements are based upon a three-level valuation hierarchy. These valuation techniques are based upon the transparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy: ▪ Level 1 — Valuation is based on quoted prices for identical assets or liabilities in active markets; ▪ Level 2 — Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument; and ▪ Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement. Recurring Fair Value Measurements The Company maintains a non-qualified deferred compensation plan which is offered to senior management and other key employees. The amount owed to participants is an unfunded and unsecured general obligation of the Company. Participants are offered various investment options with which to invest the amount owed to them, and the plan administrator maintains a record of the liability owed to participants by investment. To minimize the impact of the change in market value of this liability, the Company has elected to purchase a separate portfolio of investments through the plan administrator similar to those chosen by the participant. The investments purchased by the Company include mutual funds, which are classified as Level 1, and life-insurance contracts valued based on the performance of underlying mutual funds, which are classified as Level 2. Additionally, the Company holds a pool of investments made by a wholly owned captive insurance subsidiary. These investments are comprised of mutual funds, which are classified as Level 1. The fair value of the Company’s derivatives is estimated with a market approach using third-party pricing services, which have been corroborated with data from active markets or broker quotes, and are classified as Level 2. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 are shown below (in thousands): Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs September 30, 2023 Commodity swap contracts Recurring $ (1,833) $ — $ (1,833) $ — Mutual funds Recurring $ 10,629 $ 10,629 $ — $ — Life-insurance contracts Recurring $ 16,519 $ — $ 16,519 $ — December 31, 2022 Commodity swap contracts Recurring $ 1,021 $ — $ 1,021 $ — Mutual funds Recurring $ 6,579 $ 6,579 $ — $ — Life-insurance contracts Recurring $ 15,509 $ — $ 15,509 $ — Estimated Fair Value of Debt The estimated fair value of debt at September 30, 2023 consists primarily of the Senior Notes due 2028 and any borrowings under the Revolving Credit Agreement (see Note 8). The fair value of the Senior Notes due 2028 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 Agreement are adjusted regularly to reflect current market rates and thus carrying value approximates fair value for any borrowings. The Company’s carrying and estimated fair value of debt at September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Instrument Senior Notes due 2028 $ 396,300 $ — $ 337,846 $ — $ 395,818 $ — $ 337,237 $ — Revolving Credit Agreement — — — — — — — — $ 396,300 $ — $ 337,846 $ — $ 395,818 $ — $ 337,237 $ — The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements as long-term debt is presented at carrying value, net of unamortized premium or discount and unamortized deferred financing costs in the condensed consolidated financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES As of September 30, 2023, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations, including class action lawsuits, in connection with the conduct of its business activities in various jurisdictions, both in the United States and internationally. On the basis of information currently available to it, management does not believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if determined in a manner adverse to the Company except for the matter described in further detail below. However, such matters are unpredictable, and we could incur judgments or enter into settlements for current or future claims that could materially and adversely affect our financial statements. Costs associated with the litigation and settlements of legal matters are reported within General and administrative expenses in the Condensed Consolidated Statements of Operations. Legal Matter Estimated Liability As of September 30, 2023, the Company was named as a defendant in California state court in two purported class action lawsuits, alleging wage and hour claims under California-specific employment laws (collectively, the “Matters”). The defense of both lawsuits is being handled in conjunction with one another. During the three months ended March 31, 2023, in accordance with ASC 450, the Company concluded a liability related to the Matters was probable and estimable. As such, an estimated liability of $3.0 million is included in General & administrative expenses in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2023. During the second quarter of 2023, the Company reached an agreement to resolve the Matters via settlement for an amount materially consistent with the estimated liability. Environmental Disputes In August 2014, the Company received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (the “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 Corporation (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 (the “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 and results of 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. On November 13, 2019, the Company received a notice that it was considered one of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). The Company has never owned or operated the Site, but the Site is near certain of the Company’s owned properties. In 2020, the Company agreed to implement a limited work plan to further investigate the source of the contamination at the Site and worked with IDEM and other PRPs to finalize the terms of the work plan. The Company submitted its initial site investigation report to IDEM during the third quarter of 2020, indicating that the data collected by the Company’s consultant confirmed that the Company’s properties are not the source of contamination at the Site. In December 2021, after completing further groundwater sampling work, the Company submitted to IDEM a supplemental written report, which again stated that the Company is not a responsible party and the Company’s properties are not a source of any contamination. In June 2022, the Company and other PRPs finalized Work Plan Addendum No. 3, which provided for additional groundwater sampling on another PRP property. The Company completed all additional sampling during the second quarter of 2023, and all available information establishes there is no source of any contamination on the Company’s owned properties. As of September 30, 2023, based on the information available, the Company does not expect this matter to have a material adverse effect on its financial condition or results of operations. Chassis Converter Pool Agreements The Company obtains vehicle chassis for its specialized vehicle products directly from the chassis manufacturers under converter pool agreements. Chassis are obtained from the manufacturers based on orders from customers, and in some cases, for unallocated orders. The agreements generally state that the manufacturer will provide a supply of chassis to be maintained at the Company’s facilities with the condition that we will store such chassis and will not move, sell, or otherwise dispose of such chassis except under the terms of the agreement. In addition, the manufacturer typically retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales of the chassis to the manufacturer’s dealers. The manufacturer also does not transfer the certificate of origin to the Company nor permit the Company to sell or transfer the chassis to anyone other than the manufacturer (for ultimate resale to a dealer). Although the Company is party to related finance agreements with manufacturers, the Company has not historically settled, nor expects to in the future settle, any related obligations in cash. Instead, the obligation is settled by the manufacturer upon reassignment of the chassis to an accepted dealer, and the dealer is invoiced for the chassis by the manufacturer. Accordingly, as of September 30, 2023, the Company’s outstanding chassis converter pool with the manufacturer totaled $36.1 million and the Company has included this financing agreement on the Company’s Condensed Consolidated Balance Sheets within Prepaid expenses and other and Other accrued liabilities . All other chassis programs are handled as consigned inventory belonging to the manufacturer and totaled approximately $3.3 million. Under these agreements, if the chassis is not delivered to a customer within a specified time frame, the Company is required to pay a finance or storage charge on the chassis. Additionally, the Company receives finance support funds from manufacturers when the chassis are assigned into the Company’s chassis pool. Typically, chassis are converted and delivered to customers within 90 days of the receipt of the chassis by the Company. |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME PER COMMON SHARE | NET INCOME PER COMMON SHARE Basic earnings per common share is calculated based on the weighted average number of common shares outstanding during the period, including vested shares deferred under our non-qualified deferred compensation plan. Diluted earnings per common share is determined based on the weighted average number of common shares outstanding during the period combined with the incremental average common shares that would have been outstanding assuming the conversion of all potentially dilutive common shares into common shares as of the earliest date possible. The calculation of basic and diluted net income attributable to common stockholders per common share is determined using net income attributable to common stockholders as the numerator and the number of shares included in the denominator as shown below (in thousands, except per share amounts). Three Months Ended Nine Months Ended 2023 2022 2023 2022 Basic net income attributable to common stockholders per share: Net income attributable to common stockholders $ 55,329 $ 36,170 $ 180,870 $ 70,796 Weighted average common shares outstanding 46,906 48,515 47,373 48,849 Basic net income attributable to common stockholders per share $ 1.18 $ 0.75 $ 3.82 $ 1.45 Diluted net income attributable to common stockholders per share: Net income attributable to common stockholders $ 55,329 $ 36,170 $ 180,870 $ 70,796 Weighted average common shares outstanding 46,906 48,515 47,373 48,849 Dilutive stock options and restricted stock 849 887 975 802 Diluted weighted average common shares outstanding 47,755 49,402 48,348 49,651 Diluted net income attributable to common stockholders per share $ 1.16 $ 0.73 $ 3.74 $ 1.43 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATIONThe Company recognizes all share-based payments based upon their grant date fair value. The Company grants restricted stock units subject to specific service, performance, and/or market conditions. The Company’s policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. In addition, the Company’s policy is to estimate expected forfeitures on share-based awards. The fair value of service and performance-based units is based on the market price of a share of underlying common stock at the date of grant. The fair values of the awards that contain market conditions are estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based upon historical volatility, risk-free rates of return, and correlation matrix. The amount of compensation costs related to restricted stock units and performance units not yet recognized, excluding estimated forfeitures, was $16.6 million at September 30, 2023, for which the expense will be recognized through 2026. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Share Repurchase Program In August 2021, the Company announced that the Board of Directors approved the repurchase of an additional $150 million in shares of common stock over a three-year period. This authorization was an increase to the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in August 2024. 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 September 30, 2023, $58.8 million remained available under the program. Common and Preferred Stock 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. Accumulated Other Comprehensive Income (Loss) Changes in AOCI by component, net of tax, for the nine months ended September 30, 2023 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2022 $ (1,791) $ 909 $ (882) Net unrealized gains (losses) arising during the period (a) 564 130 694 Less: Net realized gains (losses) reclassified to net income (b) — 366 366 Net change during the period 564 (236) 328 Balances at March 31, 2023 (1,227) 673 (554) Net unrealized gains (losses) arising during the period (c) 502 (3,229) (2,727) Less: Net realized gains (losses) reclassified to net income (d) — (277) (277) Net change during the period 502 (2,952) (2,450) Balances at June 30, 2023 (725) (2,279) (3,004) Net unrealized gains (losses) arising during the period (e) (337) (315) (652) Less: Net realized gains (losses) reclassified to net income (f) — (1,727) (1,727) Net change during the period (337) 1,412 1,075 Balances at September 30, 2023 $ (1,062) $ (867) $ (1,929) ————————— (a) Derivative instruments net of less than $0.1 million of tax liability for the three months ended March 31, 2023. (b) Derivative instruments net of $0.1 million of tax liability for the three months ended March 31, 2023. (c) Derivative instruments net of $1.0 million of tax benefit for the three months ended June 30, 2023. (d) Derivative instruments net of $0.1 million of tax benefit for the three months ended June 30, 2023. (e) Derivative instruments net of $0.1 million of tax benefit for the three months ended September 30, 2023. (f) Derivative instruments net of $0.6 million of tax benefit for the three months ended September 30, 2023. Changes in AOCI by component, net of tax, for the nine months ended September 30, 2022 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2021 $ (1,989) $ 2,848 $ 859 Net unrealized gains (losses) arising during the period (g) 243 17,555 17,798 Less: Net realized gains (losses) reclassified to net loss (h) — 3,970 3,970 Net change during the period 243 13,585 13,828 Balances at March 31, 2022 (1,746) 16,433 14,687 Net unrealized gains (losses) arising during the period (i) (303) (14,165) (14,468) Less: Net realized gains (losses) reclassified to net income (j) — 5,445 5,445 Net change during the period (303) (19,610) (19,913) Balances at June 30, 2022 (2,049) (3,177) (5,226) Net unrealized gains (losses) arising during the period (k) (80) (3,634) (3,714) Less: Net realized gains (losses) reclassified to net income (l) — (1,466) (1,466) Net change during the period (80) (2,168) (2,248) Balances at September 30, 2022 $ (2,129) $ (5,345) $ (7,474) ————————— (g) Derivative instruments net of $5.9 million of tax liability for the three months ended March 31, 2022. (h) Derivative instruments net of $1.3 million of tax liability for the three months ended March 31, 2022. (i) Derivative instruments net of $4.7 million of tax benefit for the three months ended June 30, 2022. (j) Derivative instruments net of $1.8 million of tax liability for the three months ended June 30, 2022. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESFor the three months ended September 30, 2023, the Company recognized income tax expense of $18.1 million compared to $11.1 million for the same period in the prior year. The Company recognized income tax expense of $56.3 million in the first nine months of 2023 compared to $21.8 million for the same period in the prior year. The effective tax rates for the first nine months of 2023 and 2022 were 23.7% and 23.5%, respectively. For the first nine months of 2023 and 2022, the effective tax rate differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state and local taxes net of discrete items incurred related to stock-based compensation. |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | PROPERTY, PLANT, AND EQUIPMENT There were no material impairments or sales of property, plant, and equipment during the three and nine months ended September 30, 2023. During the second and third quarters of 2023, the Company placed into service approximately $99.9 million of property, plant, and equipment assets related to its previously disclosed dry van manufacturing capacity increase. During the first quarter of 2022, the Company impaired approximately $1.0 million of construction-in-progress projects that were no longer expected to be completed. In addition, the Company sold a building (and the related land) for net proceeds of $1.1 million. A gain on sale of approximately $0.7 million was recognized as part of the sale. The impairment and gain on sale are included in Impairment and other, net in the Condensed Consolidated Statements of Operations. |
SEGMENTS
SEGMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS a. Segment Reporting Based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance, the Company manages its business in two operating and reportable segments: Transportation Solutions and Parts & Services. Additional information related to the composition of each segment is included below. ▪ Transportation Solutions (“TS”): The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Company’s wood flooring production facility. The Company’s EcoNex™ products, which are under the Company’s Acutherm TM portfolio of solutions designed for intelligent thermal management, are also reported in the TS segment. In addition, the TS segment includes tank trailers and truck-mounted tanks. Finally, truck-mounted dry and refrigerated bodies and service and stake bodies are also in the TS segment. ▪ Parts & Services (“P&S”): The P&S segment is comprised of the Company’s parts and services business as well as the upfitting component of our truck bodies business. In addition, the Company’s Composites business, which focuses on the use of DuraPlate ® composite panels beyond the semi-trailer market, is also part of the P&S segment. This segment also includes the Wabash Parts LLC parts and distribution entity we created with our partner during the second quarter of 2022 as further described in Note 5. Our Trailers as a Service (TAAS) SM initiatives are included in the P&S segment as well. Finally, the P&S segment includes the Company’s Engineered Products business, which manufactures stainless-steel storage tanks and silos, mixers, and processors for a variety of end markets. Growing and expanding the parts and services businesses is a key strategic initiative for the Company moving forward. The accounting policies of the TS and P&S segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on income (loss) 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. Segment assets are not presented as it is not a measure reviewed by the CODM in allocating resources and assessing performance. Reportable segment information is as follows (in thousands): Three Months Ended September 30, 2023 Transportation Solutions Parts & Services Corporate and Consolidated Net sales External customers $ 577,232 $ 55,596 $ — $ 632,828 Intersegment sales 5,638 845 (6,483) — Total net sales $ 582,870 $ 56,441 $ (6,483) $ 632,828 Income (loss) from operations $ 89,413 $ 12,358 $ (24,134) $ 77,637 Three Months Ended September 30, 2022 Transportation Solutions Parts & Services Corporate and Consolidated Net sales External customers $ 609,490 $ 45,660 $ — $ 655,150 Intersegment sales 2,289 1,068 (3,357) — Total net sales $ 611,779 $ 46,728 $ (3,357) $ 655,150 Income (loss) from operations $ 63,274 $ 7,732 $ (18,131) $ 52,875 Nine Months Ended September 30, 2023 Transportation Solutions Parts & Services Corporate and Consolidated Net sales External customers $ 1,778,246 $ 162,154 $ — $ 1,940,400 Intersegment sales 13,377 3,493 (16,870) — Total net sales $ 1,791,623 $ 165,647 $ (16,870) $ 1,940,400 Income (loss) from operations $ 292,335 $ 34,504 $ (75,992) $ 250,847 Nine Months Ended September 30, 2022 Transportation Solutions Parts & Services Corporate and Consolidated Net sales External customers $ 1,703,655 $ 141,025 $ — $ 1,844,680 Intersegment sales 6,171 2,806 (8,977) — Total net sales $ 1,709,826 $ 143,831 $ (8,977) $ 1,844,680 Income (loss) from operations $ 142,944 $ 22,659 $ (56,685) $ 108,918 b. Product Information The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and services, and (4) equipment and other (which includes truck bodies). The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Three Months Ended September 30, 2023 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 477,802 $ — $ (2,216) $ 475,586 75.2 % Used trailers — 1,340 — 1,340 0.2 % Components, parts and services — 38,091 — 38,091 6.0 % Equipment and other 105,068 17,010 (4,267) 117,811 18.6 % Total net sales $ 582,870 $ 56,441 $ (6,483) $ 632,828 100.0 % Three Months Ended September 30, 2022 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 529,659 $ 1,150 $ (301) $ 530,508 81.0 % Used trailers — 693 — 693 0.1 % Components, parts and services — 34,171 — 34,171 5.2 % Equipment and other 82,120 10,714 (3,056) 89,778 13.7 % Total net sales $ 611,779 $ 46,728 $ (3,357) $ 655,150 100.0 % Nine Months Ended September 30, 2023 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 1,486,587 $ — $ (4,580) $ 1,482,007 76.4 % Used trailers — 2,396 — 2,396 0.1 % Components, parts and services — 113,567 — 113,567 5.9 % Equipment and other 305,036 49,684 (12,290) 342,430 17.6 % Total net sales $ 1,791,623 $ 165,647 $ (16,870) $ 1,940,400 100.0 % Nine Months Ended September 30, 2022 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 1,476,052 $ 1,392 $ (973) $ 1,476,471 80.0 % Used trailers — 2,382 — 2,382 0.1 % Components, parts and services — 105,208 — 105,208 5.7 % Equipment and other 233,774 34,849 (8,004) 260,619 14.1 % Total net sales $ 1,709,826 $ 143,831 $ (8,977) $ 1,844,680 100.0 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSDuring the fourth quarter of 2023, the Company continued to expand its parts and services capabilities and ecosystem by executing an agreement with a third party (the “JV Counterparty”) to create a new legal entity (Linq Venture Holdings LLC , “Linq”) to develop and scale a digital marketplace in, and for, the transportation and logistics distribution industry. Linq is intended to be the digital channel to market Wabash equipment and parts & services, as well as non-Wabash parts & services, in a digital marketplace format to end customers as well as dealers. The Company holds 49% of the membership units in Linq while the JV Counterparty holds 51%. Initial capital contributions to Linq were in proportion to the respective ownership interests. The Company’s initial capital contribution was approximately $2.5 million while the JV Counterparty’s contribution was approximately $2.6 million. At its formation, Linq has no debt or other financial obligations other than typical operating expenses and costs. Creditors of Linq do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests. The operating agreement provides the JV Counterparty with put rights that would require the Company to purchase the JV Counterparty’s interest in Linq. In addition, the operating agreement provides the Company with call rights that would allow it to purchase the JV Counterparty’s interest in Linq. These put and call rights vary depending upon when they may be exercised, which is generally from formation of Linq up to and including the seven-year anniversary of formation. Upon receiving notice that the JV Counterparty has exercised the put right or the Company has exercised the call right, a valuation will occur as stipulated by the operating agreement. Generally, the valuation stipulated by the operating agreement is materially equivalent to a fair value calculation. Such put and call rights have not been exercised by the JV Counterparty or the Company as of the date of this filing. Because Linq does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that Linq is a VIE. The Company has the ability to significantly influence the activities of Linq through minority representation on the Board of Directors as well as through participation in certain management and strategic decisions of Linq. The JV Counterparty is responsible for the overall development and management of the digital marketplace, the primary purpose for which Linq was formed. Both the Company and the JV Counterparty have a requirement to provide funding to Linq if needed. As part of the formation of Linq, the Company executed a credit agreement with Linq whereby a $10.0 million revolving line of credit (the “Wabash Note”) with a 7% simple accrued interest rate, paid quarterly, is available to Linq. The commitment under the Wabash Note may be increased to $35.0 million subject to the approval of Linq’s Board of Directors. As of the date of this filing, there were no amounts borrowed under the Wabash Note. Given the facts and circumstances specific to Linq, the Company concluded that it is not the primary beneficiary of this VIE. However, the Company has the ability to exercise significant influence over the operating and financial policies of Linq. The Company’s maximum exposure to loss in this unconsolidated VIE is limited to the Company’s initial capital contribution and any amounts borrowed under the Wabash Note. The JV Counterparty’s put right does not have a standalone value as it based upon a fair value calculation when exercised, as stipulated by the operating agreement. The Company’s equity method investment in Linq will be recorded in Investment in unconsolidated entity on its Condensed Consolidated Balance Sheets. Any amounts borrowed by Linq under the Wabash Note will be recorded in Other assets on the Company’s Condensed Consolidated Balance Sheets. The Company’s share of the results from its equity method investment will be included in Income from unconsolidated entity in the Condensed Consolidated Statements of Operations. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income | $ 55,329 | $ 74,328 | $ 51,213 | $ 36,170 | $ 22,552 | $ 12,074 | $ 180,870 | $ 70,796 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
NEW ACCOUNTING PRONOUNCEMENTS (
NEW ACCOUNTING PRONOUNCEMENTS (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | The Company has reviewed recently issued accounting standards, which have not yet been adopted, in order to determine their potential effect, if any, on its financial condition or results of operations. Based on the review of recently issued standards, the Company does not currently believe that any of those accounting pronouncements will have a significant effect on its current or future financial condition, results of operations, cash flows, or disclosures. |
REVENUE RECOGNITION | The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales and the associated costs included in Cost of sales |
GOODWILL & OTHER INTANGIBLE A_2
GOODWILL & OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amounts of goodwill from December 31, 2021 through the nine-month period ended September 30, 2023 were as follows (in thousands): Transportation Solutions Parts & Services Total Balance at December 31, 2021 Goodwill $ 188,764 $ 108,079 $ 296,843 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2021 120,507 67,936 188,443 Effects of foreign currency (5) (4) (9) Balance at December 31, 2022 Goodwill 188,759 108,075 296,834 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of December 31, 2022 120,502 67,932 188,434 Effects of foreign currency (8) (4) (12) Balance at March 31, 2023 Goodwill 188,751 108,071 296,822 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of March 31, 2023 120,494 67,928 188,422 Effects of foreign currency (7) (4) (11) Balance at June 30, 2023 Goodwill 188,744 108,067 296,811 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of June 30, 2023 120,487 67,924 188,411 Effects of foreign currency 4 3 7 Balance at September 30, 2023 Goodwill 188,748 108,070 296,818 Accumulated impairment losses (68,257) (40,143) (108,400) Net balance as of September 30, 2023 $ 120,491 $ 67,927 $ 188,418 |
NONCONTROLLING INTERESTS AND VA
NONCONTROLLING INTERESTS AND VARIABLE INTEREST ENTITIES (VIEs) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Assets Current assets: Cash and cash equivalents $ 2,457 $ 1,379 Accounts receivable, net 1,838 1,509 Inventories, net 114 138 Prepaid expenses and other 146 16 Total current assets 4,555 3,042 Property, plant, and equipment, net — — Other assets 266 141 Total assets $ 4,821 $ 3,183 Liabilities Current liabilities: Accounts payable $ 3,837 $ 2,136 Other accrued liabilities 22 23 Total current liabilities 3,859 2,159 Other non-current liabilities — — Total liabilities $ 3,859 $ 2,159 |
Schedule Of Noncontrolling Interest Activity | The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands): 2023 2022 Balance at January 1 $ 512 $ — Net income attributable to noncontrolling interest 183 — Other comprehensive income (loss) — — Distributions declared to noncontrolling interest — — Balance at March 31 695 — Net income attributable to noncontrolling interest 146 187 Other comprehensive income (loss) — — Distributions declared to noncontrolling interest (512) — Balance at June 30 329 187 Net income attributable to noncontrolling interest 152 186 Other comprehensive income (loss) — — Distributions declared to noncontrolling interest — — Balance at September 30 $ 481 $ 373 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories, net of reserves, consist of the following components (in thousands): September 30, December 31, Raw materials and components $ 187,638 $ 176,080 Finished goods 130,604 50,005 Work in progress 15,849 9,983 Aftermarket parts 7,350 7,065 Used trailers 2,851 737 $ 344,292 $ 243,870 |
PREPAID EXPENSES AND OTHER (Tab
PREPAID EXPENSES AND OTHER (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, Chassis converter pool agreements $ 36,132 $ 20,345 Assets held for sale — — Income tax receivables 11,583 2,358 Insurance premiums & maintenance/subscription agreements 6,399 3,949 Commodity swap contracts 423 2,674 All other 5,745 5,601 $ 60,282 $ 34,927 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consists of the following (in thousands): September 30, December 31, Senior Notes due 2028 $ 400,000 $ 400,000 Revolving Credit Agreement — — 400,000 400,000 Less: unamortized discount and fees (3,700) (4,182) Less: current portion — — $ 396,300 $ 395,818 |
FINANCIAL DERIVATIVE INSTRUME_2
FINANCIAL DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of September 30, 2023 and December 31, 2022, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands): Asset / (Liability) Derivatives Balance Sheet Caption September 30, December 31, Derivatives designated as hedging instruments Commodity swap contracts Prepaid expenses and other $ 423 $ 2,674 Commodity swap contracts Accounts payable and Other accrued liabilities (2,256) (1,653) Total derivatives designated as hedging instruments $ (1,833) $ 1,021 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table summarizes the gain or loss recognized in AOCI as of September 30, 2023 and December 31, 2022 and the amounts reclassified from AOCI into earnings for the three and nine months ended September 30, 2023 and 2022 (in thousands): Amount of (Loss) Gain Recognized in AOCI on Derivatives (Effective Portion, net of tax) Location of Gain (Loss) Reclassified from AOCI into Earnings Amount of Gain (Loss) September 30, December 31, Three Months Ended Nine Months Ended 2023 2022 2023 2022 Derivatives instruments Commodity swap contracts $ (867) $ 909 Cost of sales $ (2,285) $ (1,956) $ (2,168) $ 10,607 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands): Classification September 30, 2023 December 31, 2022 Right-of-Use Assets Operating Other assets $ 30,209 $ 23,003 Liabilities Current Operating Other accrued liabilities $ 7,835 $ 6,120 Noncurrent Operating Other non-current liabilities 22,374 16,883 Total lease liabilities $ 30,209 $ 23,003 |
Lease, Cost | Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands): Classification Three Months Ended Three Months Ended Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 2,442 $ 1,559 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales — — Interest on lease liabilities Interest expense — — Net lease cost $ 2,442 $ 1,559 Classification Nine Months Ended Nine Months Ended Operating lease cost Cost of sales, selling expenses and general and administrative expense $ 6,440 $ 3,877 Finance lease cost Amortization of ROU leased assets Depreciation and amortization within Cost of sales — 36 Interest on lease liabilities Interest expense — 1 Net lease cost $ 6,440 $ 3,914 September 30, 2023 December 31, 2022 Weighted average remaining lease term (years) Operating leases 4.1 4.3 Weighted average discount rate Operating leases 4.96 % 4.92 % Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands): Nine Months Ended Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 6,434 $ 3,917 Operating cash flows from finance leases $ — $ 1 Financing cash flows from finance leases $ — $ 59 |
Operating Lease, Liability, Maturity | Maturity of the Company’s lease liabilities as of September 30, 2023 is as follows (in thousands): Operating Leases Finance Leases Total 2023 (remainder) $ 2,313 $ — $ 2,313 2024 8,960 — 8,960 2025 7,907 — 7,907 2026 6,972 — 6,972 2027 4,349 — 4,349 Thereafter 2,986 — 2,986 Total lease payments $ 33,487 $ — $ 33,487 Less: interest 3,278 — Present value of lease payments $ 30,209 $ — |
Finance Lease, Liability, Maturity | Maturity of the Company’s lease liabilities as of September 30, 2023 is as follows (in thousands): Operating Leases Finance Leases Total 2023 (remainder) $ 2,313 $ — $ 2,313 2024 8,960 — 8,960 2025 7,907 — 7,907 2026 6,972 — 6,972 2027 4,349 — 4,349 Thereafter 2,986 — 2,986 Total lease payments $ 33,487 $ — $ 33,487 Less: interest 3,278 — Present value of lease payments $ 30,209 $ — |
Operating Lease, Lease Income | For the three and nine months ended September 30, 2023 and 2022, the Company’s lease income consisted of the following components (in thousands): Three Months Ended Three Months Ended Operating lease income Fixed lease income $ 324 $ 42 Variable lease income — — Total lease income 1 $ 324 $ 42 Nine Months Ended Nine Months Ended Operating lease income Fixed lease income $ 503 $ 63 Variable lease income — — Total lease income 1 $ 503 $ 63 ————————— (1) As noted above, net revenue related to subleases was insignificant for all periods presented but such revenue is included in the tables above. |
Lessor, Operating Lease, Payment to be Received, Maturity | The following table shows the Company’s future contractual receipts from noncancelable operating leases for the years ended December 31 as of September 30, 2023 (in thousands): Operating Leases 2 2023 (remainder) $ 371 2024 1,485 2025 1,473 2026 1,473 2027 1,360 Thereafter 667 Total contractual receipts $ 6,829 ————————— (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. |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | The following table presents the major components of Other accrued liabilities (in thousands): September 30, December 31, Warranty $ 21,511 $ 22,061 Chassis converter pool agreements 36,132 20,345 Payroll and related taxes 34,273 29,219 Customer deposits 45,867 32,129 Self-insurance 13,095 10,718 Accrued interest 8,314 3,854 Operating lease obligations 7,835 6,120 Accrued taxes 7,712 24,793 All other 13,179 9,088 $ 187,918 $ 158,327 |
Changes in Product Warranty Accrual | The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands): 2023 2022 Balance as of January 1 $ 22,061 $ 22,045 Provisions and revisions to estimates 2,705 1,832 Payments (3,255) (2,303) Balance as of September 30 $ 21,511 $ 21,574 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Fair Value Hierarchy for Assets and Liabilities | Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 are shown below (in thousands): Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs September 30, 2023 Commodity swap contracts Recurring $ (1,833) $ — $ (1,833) $ — Mutual funds Recurring $ 10,629 $ 10,629 $ — $ — Life-insurance contracts Recurring $ 16,519 $ — $ 16,519 $ — December 31, 2022 Commodity swap contracts Recurring $ 1,021 $ — $ 1,021 $ — Mutual funds Recurring $ 6,579 $ 6,579 $ — $ — Life-insurance contracts Recurring $ 15,509 $ — $ 15,509 $ — |
Financial Assets and Liabilities Accounted For at Fair Value on Recurring Basis | The Company’s carrying and estimated fair value of debt at September 30, 2023 and December 31, 2022 were as follows (in thousands): September 30, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Instrument Senior Notes due 2028 $ 396,300 $ — $ 337,846 $ — $ 395,818 $ — $ 337,237 $ — Revolving Credit Agreement — — — — — — — — $ 396,300 $ — $ 337,846 $ — $ 395,818 $ — $ 337,237 $ — |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Share | The calculation of basic and diluted net income attributable to common stockholders per common share is determined using net income attributable to common stockholders as the numerator and the number of shares included in the denominator as shown below (in thousands, except per share amounts). Three Months Ended Nine Months Ended 2023 2022 2023 2022 Basic net income attributable to common stockholders per share: Net income attributable to common stockholders $ 55,329 $ 36,170 $ 180,870 $ 70,796 Weighted average common shares outstanding 46,906 48,515 47,373 48,849 Basic net income attributable to common stockholders per share $ 1.18 $ 0.75 $ 3.82 $ 1.45 Diluted net income attributable to common stockholders per share: Net income attributable to common stockholders $ 55,329 $ 36,170 $ 180,870 $ 70,796 Weighted average common shares outstanding 46,906 48,515 47,373 48,849 Dilutive stock options and restricted stock 849 887 975 802 Diluted weighted average common shares outstanding 47,755 49,402 48,348 49,651 Diluted net income attributable to common stockholders per share $ 1.16 $ 0.73 $ 3.74 $ 1.43 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Changes in AOCI by Component | Changes in AOCI by component, net of tax, for the nine months ended September 30, 2023 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2022 $ (1,791) $ 909 $ (882) Net unrealized gains (losses) arising during the period (a) 564 130 694 Less: Net realized gains (losses) reclassified to net income (b) — 366 366 Net change during the period 564 (236) 328 Balances at March 31, 2023 (1,227) 673 (554) Net unrealized gains (losses) arising during the period (c) 502 (3,229) (2,727) Less: Net realized gains (losses) reclassified to net income (d) — (277) (277) Net change during the period 502 (2,952) (2,450) Balances at June 30, 2023 (725) (2,279) (3,004) Net unrealized gains (losses) arising during the period (e) (337) (315) (652) Less: Net realized gains (losses) reclassified to net income (f) — (1,727) (1,727) Net change during the period (337) 1,412 1,075 Balances at September 30, 2023 $ (1,062) $ (867) $ (1,929) ————————— (a) Derivative instruments net of less than $0.1 million of tax liability for the three months ended March 31, 2023. (b) Derivative instruments net of $0.1 million of tax liability for the three months ended March 31, 2023. (c) Derivative instruments net of $1.0 million of tax benefit for the three months ended June 30, 2023. (d) Derivative instruments net of $0.1 million of tax benefit for the three months ended June 30, 2023. (e) Derivative instruments net of $0.1 million of tax benefit for the three months ended September 30, 2023. (f) Derivative instruments net of $0.6 million of tax benefit for the three months ended September 30, 2023. Changes in AOCI by component, net of tax, for the nine months ended September 30, 2022 are summarized as follows (in thousands): Foreign Currency Translation Derivative Instruments Total Balances at December 31, 2021 $ (1,989) $ 2,848 $ 859 Net unrealized gains (losses) arising during the period (g) 243 17,555 17,798 Less: Net realized gains (losses) reclassified to net loss (h) — 3,970 3,970 Net change during the period 243 13,585 13,828 Balances at March 31, 2022 (1,746) 16,433 14,687 Net unrealized gains (losses) arising during the period (i) (303) (14,165) (14,468) Less: Net realized gains (losses) reclassified to net income (j) — 5,445 5,445 Net change during the period (303) (19,610) (19,913) Balances at June 30, 2022 (2,049) (3,177) (5,226) Net unrealized gains (losses) arising during the period (k) (80) (3,634) (3,714) Less: Net realized gains (losses) reclassified to net income (l) — (1,466) (1,466) Net change during the period (80) (2,168) (2,248) Balances at September 30, 2022 $ (2,129) $ (5,345) $ (7,474) ————————— (g) Derivative instruments net of $5.9 million of tax liability for the three months ended March 31, 2022. (h) Derivative instruments net of $1.3 million of tax liability for the three months ended March 31, 2022. (i) Derivative instruments net of $4.7 million of tax benefit for the three months ended June 30, 2022. (j) Derivative instruments net of $1.8 million of tax liability for the three months ended June 30, 2022. (k) Derivative instruments net of $1.2 million of tax benefit for the three months ended September 30, 2022. (l) Derivative instruments net of $0.5 million of tax benefit for the three months ended September 30, 2022. |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Reportable segment information is as follows (in thousands): Three Months Ended September 30, 2023 Transportation Solutions Parts & Services Corporate and Consolidated Net sales External customers $ 577,232 $ 55,596 $ — $ 632,828 Intersegment sales 5,638 845 (6,483) — Total net sales $ 582,870 $ 56,441 $ (6,483) $ 632,828 Income (loss) from operations $ 89,413 $ 12,358 $ (24,134) $ 77,637 Three Months Ended September 30, 2022 Transportation Solutions Parts & Services Corporate and Consolidated Net sales External customers $ 609,490 $ 45,660 $ — $ 655,150 Intersegment sales 2,289 1,068 (3,357) — Total net sales $ 611,779 $ 46,728 $ (3,357) $ 655,150 Income (loss) from operations $ 63,274 $ 7,732 $ (18,131) $ 52,875 Nine Months Ended September 30, 2023 Transportation Solutions Parts & Services Corporate and Consolidated Net sales External customers $ 1,778,246 $ 162,154 $ — $ 1,940,400 Intersegment sales 13,377 3,493 (16,870) — Total net sales $ 1,791,623 $ 165,647 $ (16,870) $ 1,940,400 Income (loss) from operations $ 292,335 $ 34,504 $ (75,992) $ 250,847 Nine Months Ended September 30, 2022 Transportation Solutions Parts & Services Corporate and Consolidated Net sales External customers $ 1,703,655 $ 141,025 $ — $ 1,844,680 Intersegment sales 6,171 2,806 (8,977) — Total net sales $ 1,709,826 $ 143,831 $ (8,977) $ 1,844,680 Income (loss) from operations $ 142,944 $ 22,659 $ (56,685) $ 108,918 |
Major Product Categories and Percentage of Consolidated Net Sales | The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands): Three Months Ended September 30, 2023 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 477,802 $ — $ (2,216) $ 475,586 75.2 % Used trailers — 1,340 — 1,340 0.2 % Components, parts and services — 38,091 — 38,091 6.0 % Equipment and other 105,068 17,010 (4,267) 117,811 18.6 % Total net sales $ 582,870 $ 56,441 $ (6,483) $ 632,828 100.0 % Three Months Ended September 30, 2022 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 529,659 $ 1,150 $ (301) $ 530,508 81.0 % Used trailers — 693 — 693 0.1 % Components, parts and services — 34,171 — 34,171 5.2 % Equipment and other 82,120 10,714 (3,056) 89,778 13.7 % Total net sales $ 611,779 $ 46,728 $ (3,357) $ 655,150 100.0 % Nine Months Ended September 30, 2023 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 1,486,587 $ — $ (4,580) $ 1,482,007 76.4 % Used trailers — 2,396 — 2,396 0.1 % Components, parts and services — 113,567 — 113,567 5.9 % Equipment and other 305,036 49,684 (12,290) 342,430 17.6 % Total net sales $ 1,791,623 $ 165,647 $ (16,870) $ 1,940,400 100.0 % Nine Months Ended September 30, 2022 Transportation Solutions Parts & Services Eliminations Consolidated New trailers $ 1,476,052 $ 1,392 $ (973) $ 1,476,471 80.0 % Used trailers — 2,382 — 2,382 0.1 % Components, parts and services — 105,208 — 105,208 5.7 % Equipment and other 233,774 34,849 (8,004) 260,619 14.1 % Total net sales $ 1,709,826 $ 143,831 $ (8,977) $ 1,844,680 100.0 % |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) | 9 Months Ended |
Sep. 30, 2023 performanceObligation | |
Revenue from Contract with Customer [Abstract] | |
Number of separate and distinct performance obligations | 3 |
GOODWILL & OTHER INTANGIBLE A_3
GOODWILL & OTHER INTANGIBLE ASSETS - Narrative (Details) $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) segment | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Goodwill [Line Items] | |||||
Number of operating segments | segment | 2 | ||||
Goodwill | $ 188,418 | $ 188,411 | $ 188,422 | $ 188,434 | $ 188,443 |
Goodwill and intangible asset impairment | 0 | ||||
Transportation Solutions | |||||
Goodwill [Line Items] | |||||
Goodwill | 120,491 | 120,487 | 120,494 | 120,502 | 120,507 |
Parts & Services | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 67,927 | $ 67,924 | $ 67,928 | $ 67,932 | $ 67,936 |
GOODWILL & OTHER INTANGIBLE A_4
GOODWILL & OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||||
Goodwill, gross | $ 296,818 | $ 296,811 | $ 296,822 | $ 296,834 | $ 296,843 |
Accumulated impairment losses | (108,400) | (108,400) | (108,400) | (108,400) | (108,400) |
Net goodwill | 188,418 | 188,411 | 188,422 | 188,434 | 188,443 |
Effects of foreign currency | 7 | (11) | (12) | (9) | |
Transportation Solutions | |||||
Goodwill [Line Items] | |||||
Goodwill, gross | 188,748 | 188,744 | 188,751 | 188,759 | 188,764 |
Accumulated impairment losses | (68,257) | (68,257) | (68,257) | (68,257) | (68,257) |
Net goodwill | 120,491 | 120,487 | 120,494 | 120,502 | 120,507 |
Effects of foreign currency | 4 | (7) | (8) | (5) | |
Parts & Services | |||||
Goodwill [Line Items] | |||||
Goodwill, gross | 108,070 | 108,067 | 108,071 | 108,075 | 108,079 |
Accumulated impairment losses | (40,143) | (40,143) | (40,143) | (40,143) | (40,143) |
Net goodwill | 67,927 | 67,924 | 67,928 | 67,932 | $ 67,936 |
Effects of foreign currency | $ 3 | $ (4) | $ (4) | $ (4) |
NONCONTROLLING INTEREST AND V_2
NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) Narrative (Details) - Wabash Parts LLC | Sep. 30, 2023 |
Other Ownership Interests [Line Items] | |
Noncontrolling interest, ownership percentage by parent | 50% |
Noncontrolling interest, ownership percentage by noncontrolling owners | 50% |
NONCONTROLLING INTEREST AND V_3
NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | $ 105,288 | $ 58,245 |
Accounts receivable, net | 211,181 | 255,577 |
Inventories, net | 344,292 | 243,870 |
Prepaid expenses and other | 60,282 | 34,927 |
Total current assets | 721,043 | 592,619 |
Other assets | 70,900 | 52,123 |
Total assets | 1,389,340 | 1,203,523 |
Accounts payable | 205,299 | 189,141 |
Other accrued liabilities | 13,179 | 9,088 |
Total current liabilities | 393,217 | 347,468 |
Other non-current liabilities | 43,548 | 34,354 |
Total liabilities | 870,172 | 805,398 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | 2,457 | 1,379 |
Accounts receivable, net | 1,838 | 1,509 |
Inventories, net | 114 | 138 |
Prepaid expenses and other | 146 | 16 |
Total current assets | 4,555 | 3,042 |
Property, plant, and equipment, net | 0 | 0 |
Other assets | 266 | 141 |
Total assets | 4,821 | 3,183 |
Accounts payable | 3,837 | 2,136 |
Other accrued liabilities | 22 | 23 |
Total current liabilities | 3,859 | 2,159 |
Other non-current liabilities | 0 | 0 |
Total liabilities | $ 3,859 | $ 2,159 |
NONCONTROLLING INTEREST AND V_4
NONCONTROLLING INTEREST AND VARIABLE INTEREST ENTITIES (VIEs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||||||||
Balance at January 1 | $ 329 | $ 695 | $ 512 | $ 187 | $ 0 | $ 0 | $ 512 | $ 0 |
Net income attributable to noncontrolling interest | 152 | 146 | 183 | 186 | 187 | 0 | 481 | 373 |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | 0 | 0 | ||
Distributions declared to noncontrolling interest | 0 | (512) | 0 | 0 | 0 | 0 | ||
Balance at March 31 | $ 481 | $ 329 | $ 695 | $ 373 | $ 187 | $ 0 | $ 481 | $ 373 |
INVENTORIES, NET (Details)
INVENTORIES, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and components | $ 187,638 | $ 176,080 |
Finished goods | 130,604 | 50,005 |
Work in progress | 15,849 | 9,983 |
Aftermarket parts | 7,350 | 7,065 |
Used trailers | 2,851 | 737 |
Total inventory | $ 344,292 | $ 243,870 |
PREPAID EXPENSES AND OTHER - Pr
PREPAID EXPENSES AND OTHER - Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Chassis converter pool agreements | $ 36,132,000 | $ 20,345,000 |
Assets held for sale | 0 | 0 |
Income tax receivables | 11,583,000 | 2,358,000 |
Insurance premiums & maintenance/subscription agreements | 6,399,000 | 3,949,000 |
Commodity swap contracts | 423,000 | 2,674,000 |
All other | 5,745,000 | 5,601,000 |
Prepaid expenses and other current assets | 60,282,000 | 34,927,000 |
Restricted cash | $ 0 | $ 0 |
DEBT - Long-term Debt (Details)
DEBT - Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 400,000 | $ 400,000 |
Less: unamortized discount and fees | (3,700) | (4,182) |
Less: current portion | 0 | 0 |
Long-term debt | 396,300 | 395,818 |
Senior Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 400,000 | 400,000 |
Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 0 | $ 0 |
DEBT - Senior Notes Due 2028 (D
DEBT - Senior Notes Due 2028 (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 06, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | |||||
Interest expense | $ 4,932,000 | $ 5,210,000 | $ 14,913,000 | $ 15,341,000 | |
Senior Notes due 2028 | New Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Notes issued, aggregate principal amount | $ 400,000,000 | ||||
Notes issued, interest rate | 4.50% | ||||
Debt instrument, redemption price, percentage | 100% | ||||
Debt instrument, redemption price, percentage of principal amount remaining | 60% | ||||
Interest expense | 4,500,000 | 4,500,000 | 13,500,000 | 13,500,000 | |
Accretion expense | $ 200,000 | $ 200,000 | $ 500,000 | $ 500,000 | |
Senior Notes due 2028 | New Senior Notes | Debt Instrument, Redemption, Period One | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, redemption price, percentage | 104.50% | ||||
Debt instrument, redemption price, percentage of principal amount redeemed | 40% | ||||
Senior Notes due 2028 | New Senior Notes | Debt Instrument, Redemption, Period Two | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, redemption price, percentage | 102.25% | ||||
Senior Notes due 2028 | New Senior Notes | Debt Instrument, Redemption, Period Three | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, redemption price, percentage | 101.125% | ||||
Senior Notes due 2028 | New Senior Notes | Debt Instrument, Redemption, Period Four | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, redemption price, percentage | 100% | ||||
Senior Notes due 2028 | New Senior Notes | Debt Instrument, Redemption, Period Five | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, redemption price, percentage | 101% |
DEBT - Revolving Credit Agreeme
DEBT - Revolving Credit Agreement (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 23, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||
Repayments of lines of credit | $ 103,992,000 | $ 57,279,000 | ||||
Borrowings under revolving credit facilities | 103,992,000 | 72,244,000 | ||||
Long-term debt, gross | $ 400,000,000 | 400,000,000 | $ 400,000,000 | |||
Interest expense | 4,932,000 | $ 5,210,000 | 14,913,000 | 15,341,000 | ||
Revolving Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 350,000,000 | |||||
Line of credit facility accordion feature increase amount | $ 175,000,000 | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.20% | |||||
Fixed charge coverage ratio | 1 | |||||
Line of credit facility, excess availability, commitment percentage, threshold | 10% | |||||
Line of credit facility, excess availability, amount | $ 25,000,000 | |||||
Line of credit facility, excess availability applied to principal, commitment percentage | 10% | |||||
Debt instrument, covenant period | 3 years | |||||
Liquidity position to meet future obligations, amount | 447,000,000 | 447,000,000 | $ 401,200,000 | |||
Repayments of lines of credit | 300,000 | 11,000,000 | 104,000,000 | 11,000,000 | ||
Borrowings under revolving credit facilities | 300,000 | 15,000,000 | 104,000,000 | 15,000,000 | ||
Long-term debt, gross | 0 | 48,000,000 | 0 | 48,000,000 | ||
Interest expense | $ 200,000 | $ 500,000 | $ 700,000 | $ 1,300,000 | ||
Revolving Credit Agreement | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.25% | |||||
Revolving Credit Agreement | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||
Revolving Credit Agreement | Secured Overnight Financing Rate (SOFR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.25% | |||||
Revolving Credit Agreement | Secured Overnight Financing Rate (SOFR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||
Letter of Credit | Revolving Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |||||
Bridge Loan | Revolving Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 |
FINANCIAL DERIVATIVE INSTRUME_3
FINANCIAL DERIVATIVE INSTRUMENTS - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative notional amount | $ 38.1 |
Pretax deferred gains expected to be reclassified | $ (1.1) |
FINANCIAL DERIVATIVE INSTRUME_4
FINANCIAL DERIVATIVE INSTRUMENTS - Fair Value Carrying Amount of Derivative Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Total derivatives designated as hedging instruments | $ (1,833) | $ 1,021 |
Prepaid expenses and other | ||
Derivative [Line Items] | ||
Derivative asset, fair value, gross asset | 423 | 2,674 |
Accounts payable and Other accrued liabilities | ||
Derivative [Line Items] | ||
Liability derivatives | $ (2,256) | $ (1,653) |
FINANCIAL DERIVATIVE INSTRUME_5
FINANCIAL DERIVATIVE INSTRUMENTS - Summary of Gain or Loss Recognized in AOCI (Details) - Commodity swap contracts - Cash Flow Hedging - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (Loss) Gain Recognized in AOCI on Derivatives (Effective Portion, net of tax) | $ (867) | $ (867) | $ 909 | ||
Amount of Gain (Loss) Reclassified from AOCI into Earnings | $ (2,285) | $ (1,956) | $ (2,168) | $ 10,607 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Right-of-use asset obtained in exchange for operating lease liability | $ 9.4 | $ 16.4 |
Lease not yet commenced | $ 0 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee renewal term | 1 year | |
Lessor, operating lease, term of contract | 3 years | |
Lessor renewal term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee renewal term | 5 years | |
Lessor, operating lease, term of contract | 5 years | |
Lessor renewal term | 5 years |
LEASES - Leased Assets and Liab
LEASES - Leased Assets and Liabilities Included Within the Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Right-of-Use Assets | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Operating | $ 30,209 | $ 23,003 |
Current | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued liabilities | Other accrued liabilities |
Operating | $ 7,835 | $ 6,120 |
Noncurrent | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities |
Operating | $ 22,374 | $ 16,883 |
Total lease liabilities | $ 30,209 | $ 23,003 |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 2,442 | $ 1,559 | $ 6,440 | $ 3,877 |
Finance Lease Cost | ||||
Amortization of ROU leased assets | 0 | 0 | 0 | 36 |
Interest on lease liabilities | 0 | 0 | 0 | 1 |
Net lease cost | $ 2,442 | $ 1,559 | $ 6,440 | $ 3,914 |
LEASES - Maturity of Lease Liab
LEASES - Maturity of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Operating Leases | |
2023 (remainder) | $ 2,313 |
2024 | 8,960 |
2025 | 7,907 |
2026 | 6,972 |
2027 | 4,349 |
Thereafter | 2,986 |
Total lease payments | 33,487 |
Less: interest | 3,278 |
Present value of lease payments | 30,209 |
Finance Leases | |
2023 (remainder) | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 0 |
Less: interest | 0 |
Present value of lease payments | 0 |
Total | |
2023 (remainder) | 2,313 |
2024 | 8,960 |
2025 | 7,907 |
2026 | 6,972 |
2027 | 4,349 |
Thereafter | 2,986 |
Total lease payments | $ 33,487 |
LEASES - Lease Terms and Discou
LEASES - Lease Terms and Discount Rates (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Weighted average remaining lease term (years) | ||
Operating leases | 4 years 1 month 6 days | 4 years 3 months 18 days |
Weighted average discount rate | ||
Operating leases | 4.96% | 4.92% |
LEASES - Lease Costs Included i
LEASES - Lease Costs Included in the Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 6,434 | $ 3,917 |
Operating cash flows from finance leases | 0 | 1 |
Financing cash flows from finance leases | $ 0 | $ 59 |
LEASES - Lessor Operating Lease
LEASES - Lessor Operating Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Variable lease income | $ 0 | $ 0 | $ 0 | $ 0 |
Fixed lease income | 324 | 42 | 503 | 63 |
Total lease income | $ 324 | $ 42 | $ 503 | $ 63 |
LEASES - Lessor Maturity Schedu
LEASES - Lessor Maturity Schedule (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 (remainder) | $ 371 |
2024 | 1,485 |
2025 | 1,473 |
2026 | 1,473 |
2027 | 1,360 |
Thereafter | 667 |
Total contractual receipts | $ 6,829 |
OTHER ACCRUED LIABILITIES - Oth
OTHER ACCRUED LIABILITIES - Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||||
Warranty | $ 21,511 | $ 22,061 | $ 21,574 | $ 22,045 |
Chassis converter pool agreements | 36,132 | 20,345 | ||
Payroll and related taxes | 34,273 | 29,219 | ||
Customer deposits | 45,867 | 32,129 | ||
Self-insurance | 13,095 | 10,718 | ||
Accrued interest | 8,314 | 3,854 | ||
Operating lease obligations | 7,835 | 6,120 | ||
Accrued taxes | 7,712 | 24,793 | ||
All other | 13,179 | 9,088 | ||
Other accrued liabilities | $ 187,918 | $ 158,327 |
OTHER ACCRUED LIABILITIES - Cha
OTHER ACCRUED LIABILITIES - Changes in Product Warranty Accrual (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 22,061 | $ 22,045 |
Provisions and revisions to estimates | 2,705 | 1,832 |
Payments | (3,255) | (2,303) |
Balance at end of period | $ 21,511 | $ 21,574 |
OTHER ACCRUED LIABILITIES - Nar
OTHER ACCRUED LIABILITIES - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Minimum | |
Accrued Liabilities [Line Items] | |
Warranty coverage period | 1 year |
Maximum | |
Accrued Liabilities [Line Items] | |
Warranty coverage period | 5 years |
DuraPlate Trailer Panels | |
Accrued Liabilities [Line Items] | |
Warranty coverage period | 10 years |
Steel Main Beams On Flatbed Trailers | |
Accrued Liabilities [Line Items] | |
Warranty coverage period | 10 years |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurements and Fair Value Hierarchy for Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Life-insurance contracts | $ 16,519 | $ 15,509 |
Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | 10,629 | 6,579 |
Commodity swap contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | (1,833) | 1,021 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Life-insurance contracts | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | 10,629 | 6,579 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commodity swap contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Life-insurance contracts | 16,519 | 15,509 |
Significant Other Observable Inputs (Level 2) | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Commodity swap contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | (1,833) | 1,021 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Life-insurance contracts | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commodity swap contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Commodity swap contracts | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets and Liabilities Accounted For at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 396,300 | $ 395,818 |
Senior Notes due 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 396,300 | 395,818 |
Revolving Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 1 | Senior Notes due 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 1 | Revolving Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 337,846 | 337,237 |
Level 2 | Senior Notes due 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 337,846 | 337,237 |
Level 2 | Revolving Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 3 | Senior Notes due 2028 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Level 3 | Revolving Credit Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) lawsuit | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | ||
Outstanding chassis converter pool | $ 36,132 | $ 20,345 |
Chassis converter pool, delivery period | 90 days | |
Pending Litigation | California Consolidated Class Action | ||
Loss Contingencies [Line Items] | ||
Number of lawsuits | lawsuit | 2 | |
Estimated litigation liability | $ 3,000 | |
Chassis Converter Pool Agreements | ||
Loss Contingencies [Line Items] | ||
Consigned inventory belonging to the manufacturer | $ 3,300 |
NET INCOME PER SHARE - Basic an
NET INCOME PER SHARE - Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Basic net income attributable to common stockholders per share: | ||||
Net income attributable to common stockholders | $ 55,329 | $ 36,170 | $ 180,870 | $ 70,796 |
Weighted average common shares outstanding (in shares) | 46,906 | 48,515 | 47,373 | 48,849 |
Basic net income attributable to common stockholders per share (in usd per share) | $ 1.18 | $ 0.75 | $ 3.82 | $ 1.45 |
Diluted net income attributable to common stockholders per share: | ||||
Net income attributable to common stockholders | $ 55,329 | $ 36,170 | $ 180,870 | $ 70,796 |
Weighted average common shares outstanding (in shares) | 46,906 | 48,515 | 47,373 | 48,849 |
Dilutive stock options and restricted stock (in shares) | 849 | 887 | 975 | 802 |
Diluted weighted average common shares outstanding (in shares) | 47,755 | 49,402 | 48,348 | 49,651 |
Diluted net income income attributable to common stockholders per share (in usd per share) | $ 1.16 | $ 0.73 | $ 3.74 | $ 1.43 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Compensation costs related to restricted stock units and performance units not yet recognized | $ 16.6 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Aug. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Jul. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock repurchase program, authorized amount | $ 150 | $ 100 | ||
Stock repurchase program, period in force | 3 years | |||
Stock repurchase program, remaining authorized repurchase amount | $ 58.8 | |||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | ||
Preferred Class A | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 25,000,000 |
STOCKHOLDERS' EQUITY - Changes
STOCKHOLDERS' EQUITY - Changes in AOCI by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance at beginning of period | $ 481,024 | $ 424,443 | $ 397,613 | $ 338,171 | $ 342,253 | $ 325,539 | $ 397,613 | $ 325,539 |
Net unrealized gains (losses) arising during the period | (652) | (2,727) | 694 | (3,714) | (14,468) | 17,798 | ||
Less: Net realized gains (losses) reclassified to net (loss) income | (1,727) | (277) | 366 | (1,466) | 5,445 | 3,970 | ||
Total other comprehensive income (loss) | 1,075 | (2,450) | 328 | (2,248) | (19,913) | 13,828 | (1,047) | (8,333) |
Balance at end of period | 518,687 | 481,024 | 424,443 | 360,102 | 338,171 | 342,253 | 518,687 | 360,102 |
Total | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance at beginning of period | (3,004) | (554) | (882) | (5,226) | 14,687 | 859 | (882) | 859 |
Balance at end of period | (1,929) | (3,004) | (554) | (7,474) | (5,226) | 14,687 | (1,929) | (7,474) |
Foreign Currency Translation | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance at beginning of period | (725) | (1,227) | (1,791) | (2,049) | (1,746) | (1,989) | (1,791) | (1,989) |
Net unrealized gains (losses) arising during the period | (337) | 502 | 564 | (80) | (303) | 243 | ||
Less: Net realized gains (losses) reclassified to net (loss) income | 0 | 0 | 0 | 0 | 0 | 0 | ||
Total other comprehensive income (loss) | (337) | 502 | 564 | (80) | (303) | 243 | ||
Balance at end of period | (1,062) | (725) | (1,227) | (2,129) | (2,049) | (1,746) | (1,062) | (2,129) |
Derivative Instruments | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance at beginning of period | (2,279) | 673 | 909 | (3,177) | 16,433 | 2,848 | 909 | 2,848 |
Net unrealized gains (losses) arising during the period | (315) | (3,229) | 130 | (3,634) | (14,165) | 17,555 | ||
Less: Net realized gains (losses) reclassified to net (loss) income | (1,727) | (277) | 366 | (1,466) | 5,445 | 3,970 | ||
Total other comprehensive income (loss) | 1,412 | (2,952) | (236) | (2,168) | (19,610) | 13,585 | ||
Balance at end of period | (867) | (2,279) | 673 | (5,345) | (3,177) | 16,433 | $ (867) | $ (5,345) |
Other comprehensive income (loss) before reclassifications, tax expense (benefit) | (100) | (1,000) | 100 | (1,200) | (4,700) | 5,900 | ||
Reclassification from AOCI, current period, tax expense (benefit) | $ 600 | $ 100 | $ (100) | $ 500 | $ (1,800) | $ (1,300) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 18,068 | $ 11,130 | $ 56,289 | $ 21,831 |
Effective tax rate | 23.70% | 23.50% |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Impairment | $ 1,000 | $ 0 | $ 1,339 | |
Property, plant and equipment, additions | $ 99,900 | |||
Proceeds from the sale of assets | 1,100 | |||
Gain on sale of property, plant, and equipment | $ 700 |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 segment product_category | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Number of operating segments | 2 |
Number of products | product_category | 4 |
SEGMENTS - Reportable Segment I
SEGMENTS - Reportable Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net sales | ||||
Net sales | $ 632,828 | $ 655,150 | $ 1,940,400 | $ 1,844,680 |
Income (loss) from operations | 77,637 | 52,875 | 250,847 | 108,918 |
Transportation Solutions | ||||
Net sales | ||||
Net sales | 577,232 | 609,490 | 1,778,246 | 1,703,655 |
Parts & Services | ||||
Net sales | ||||
Net sales | 55,596 | 45,660 | 162,154 | 141,025 |
Corporate and Eliminations | ||||
Net sales | ||||
Net sales | (6,483) | (3,357) | (16,870) | (8,977) |
Income (loss) from operations | (24,134) | (18,131) | (75,992) | (56,685) |
Corporate and Eliminations | Transportation Solutions | ||||
Net sales | ||||
Net sales | 5,638 | 2,289 | 13,377 | 6,171 |
Corporate and Eliminations | Parts & Services | ||||
Net sales | ||||
Net sales | 845 | 1,068 | 3,493 | 2,806 |
Operating Segments | Transportation Solutions | ||||
Net sales | ||||
Net sales | 582,870 | 611,779 | 1,791,623 | 1,709,826 |
Income (loss) from operations | 89,413 | 63,274 | 292,335 | 142,944 |
Operating Segments | Parts & Services | ||||
Net sales | ||||
Net sales | 56,441 | 46,728 | 165,647 | 143,831 |
Income (loss) from operations | $ 12,358 | $ 7,732 | $ 34,504 | $ 22,659 |
SEGMENTS - Major Product Catego
SEGMENTS - Major Product Categories and Percentage of Consolidated Net Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Net sales | $ 632,828 | $ 655,150 | $ 1,940,400 | $ 1,844,680 |
Sales Revenue, Net | Product Concentration Risk | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 100% | 100% | 100% | 100% |
Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | $ (6,483) | $ (3,357) | $ (16,870) | $ (8,977) |
Transportation Solutions | ||||
Product Information [Line Items] | ||||
Net sales | 577,232 | 609,490 | 1,778,246 | 1,703,655 |
Transportation Solutions | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 582,870 | 611,779 | 1,791,623 | 1,709,826 |
Transportation Solutions | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | 5,638 | 2,289 | 13,377 | 6,171 |
Parts & Services | ||||
Product Information [Line Items] | ||||
Net sales | 55,596 | 45,660 | 162,154 | 141,025 |
Parts & Services | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 56,441 | 46,728 | 165,647 | 143,831 |
Parts & Services | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | 845 | 1,068 | 3,493 | 2,806 |
New trailers | ||||
Product Information [Line Items] | ||||
Net sales | $ 475,586 | $ 530,508 | $ 1,482,007 | $ 1,476,471 |
New trailers | Sales Revenue, Net | Product Concentration Risk | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 75.20% | 81% | 76.40% | 80% |
New trailers | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | $ (2,216) | $ (301) | $ (4,580) | $ (973) |
New trailers | Transportation Solutions | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 477,802 | 529,659 | 1,486,587 | 1,476,052 |
New trailers | Parts & Services | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 0 | 1,150 | 0 | 1,392 |
Used trailers | ||||
Product Information [Line Items] | ||||
Net sales | $ 1,340 | $ 693 | $ 2,396 | $ 2,382 |
Used trailers | Sales Revenue, Net | Product Concentration Risk | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 0.20% | 0.10% | 0.10% | 0.10% |
Used trailers | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 |
Used trailers | Transportation Solutions | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Used trailers | Parts & Services | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 1,340 | 693 | 2,396 | 2,382 |
Components, parts and services | ||||
Product Information [Line Items] | ||||
Net sales | $ 38,091 | $ 34,171 | $ 113,567 | $ 105,208 |
Components, parts and services | Sales Revenue, Net | Product Concentration Risk | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 6% | 5.20% | 5.90% | 5.70% |
Components, parts and services | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 |
Components, parts and services | Transportation Solutions | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Components, parts and services | Parts & Services | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 38,091 | 34,171 | 113,567 | 105,208 |
Equipment and other | ||||
Product Information [Line Items] | ||||
Net sales | $ 117,811 | $ 89,778 | $ 342,430 | $ 260,619 |
Equipment and other | Sales Revenue, Net | Product Concentration Risk | ||||
Product Information [Line Items] | ||||
Percentage of consolidated net sales | 18.60% | 13.70% | 17.60% | 14.10% |
Equipment and other | Eliminations | ||||
Product Information [Line Items] | ||||
Net sales | $ (4,267) | $ (3,056) | $ (12,290) | $ (8,004) |
Equipment and other | Transportation Solutions | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | 105,068 | 82,120 | 305,036 | 233,774 |
Equipment and other | Parts & Services | Operating Segments | ||||
Product Information [Line Items] | ||||
Net sales | $ 17,010 | $ 10,714 | $ 49,684 | $ 34,849 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Dec. 31, 2023 | Oct. 25, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Borrowings outstanding | $ 400,000 | $ 400,000 | ||
Subsequent Event | Linq | ||||
Subsequent Event [Line Items] | ||||
Ownership percentage | 49% | |||
Contributed capital | $ 2,500 | |||
Subsequent Event | Partners | Linq | ||||
Subsequent Event [Line Items] | ||||
Ownership percentage | 51% | |||
Contributed capital | $ 2,600 | |||
Subsequent Event | Linq | Line of Credit | Wabash | ||||
Subsequent Event [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 10,000 | |||
Notes issued, interest rate | 7% | |||
Line of credit facility accordion feature increase amount | $ 35,000 | |||
Borrowings outstanding | $ 0 |