10-Q 1 wnc-20240331.htm 10-Q wnc-20240331
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2024
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                         to                         
Commission File Number: 001-10883
WABASH NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
Wabash-Logo.jpg
52-1375208
(State of Incorporation)(IRS Employer Identification Number)
3900 McCarty Lane
LafayetteIndiana47905
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (765) 771-5310
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
WNC
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The number of shares of common stock outstanding at April 17, 2024 was 45,022,597.



WABASH NATIONAL CORPORATION
FORM 10-Q
TABLE OF CONTENTS
Page

2

Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

March 31,
2024
December 31,
2023
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$115,786 $179,271 
Accounts receivable, net247,680 182,990 
Inventories, net278,551 267,635 
Prepaid expenses and other45,477 51,457 
Total current assets687,494 681,353 
Property, plant, and equipment, net335,574 325,444 
Goodwill188,407 188,409 
Intangible assets, net83,262 86,418 
Investment in unconsolidated entity161 1,647 
Other assets83,631 79,543 
Total assets$1,378,529 $1,362,814 
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt$ $ 
Accounts payable211,819 156,608 
Other accrued liabilities156,770 195,601 
Total current liabilities368,589 352,209 
Long-term debt396,631 396,465 
Deferred income taxes13,528 17,013 
Other non-current liabilities53,575 47,028 
Total liabilities832,323 812,715 
Commitments and contingencies
Noncontrolling interest120 603 
Wabash National Corporation stockholders’ equity:
Common stock 200,000,000 shares authorized, $0.01 par value, 45,139,571 and 45,393,260 shares outstanding, respectively
780 774 
Additional paid-in capital681,133 677,886 
Retained earnings418,938 403,923 
Accumulated other comprehensive income (loss)32 (428)
Treasury stock at cost, 32,968,560 and 32,128,755 common shares, respectively
(554,797)(532,659)
Total Wabash National Corporation stockholders' equity546,086 549,496 
Total liabilities, noncontrolling interest, and equity$1,378,529 $1,362,814 

The accompanying notes are an integral part of these Condensed Consolidated Statements.
3

WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited – dollars in thousands, except per share amounts)

Three Months Ended
March 31,
20242023
Net sales$515,276 $620,952 
Cost of sales438,830 504,925 
Gross profit76,446 116,027 
General and administrative expenses36,673 36,040 
Selling expenses7,042 6,884 
Amortization of intangible assets3,156 3,203 
Income from operations29,575 69,900 
Other income (expense):
Interest expense(4,988)(4,994)
Other, net1,609 387 
Other expense, net(3,379)(4,607)
Loss from unconsolidated entity(1,486) 
Income before income tax expense24,710 65,293 
Income tax expense6,423 13,897 
Net income18,287 51,396 
Net income attributable to noncontrolling interest120 183 
Net income attributable to common stockholders$18,167 $51,213 
Net income attributable to common stockholders per share:
Basic$0.40 $1.07 
Diluted$0.39 $1.04 
Weighted average common shares outstanding (in thousands):
Basic45,383 47,770 
Diluted46,254 49,136 
Dividends declared per share$0.08 $0.08 

The accompanying notes are an integral part of these Condensed Consolidated Statements.
4

WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited – dollars in thousands)

Three Months Ended
March 31,
20242023
Net income$18,287 $51,396 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment184 564 
Unrealized gain (loss) on derivative instruments276 (236)
Total other comprehensive income460 328 
Comprehensive income18,747 51,724 
Comprehensive income attributable to noncontrolling interest120 183 
Comprehensive income attributable to common stockholders$18,627 $51,541 

The accompanying notes are an integral part of these Condensed Consolidated Statements.
5

WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited – dollars in thousands)
Three Months Ended
March 31,
20242023
Cash flows from operating activities
Net income$18,287 $51,396 
Adjustments to reconcile net income to net cash (used in) provided by operating activities
Depreciation9,580 6,493 
Amortization of intangibles3,156 3,203 
Deferred income taxes(3,574)39 
Stock-based compensation3,246 2,766 
Non-cash interest expense237 244 
Equity in loss of unconsolidated entity1,486  
Accounts receivable(64,690)(1,021)
Inventories(10,916)(71,773)
Prepaid expenses and other772 (3,156)
Accounts payable and accrued liabilities22,203 81,735 
Other, net2,803 (442)
Net cash (used in) provided by operating activities(17,410)69,484 
Cash flows from investing activities
Cash payments for capital expenditures(19,185)(31,423)
Expenditures for revenue generating assets  
Net cash used in investing activities(19,185)(31,423)
Cash flows from financing activities
Proceeds from exercise of stock options7 144 
Dividends paid(4,151)(4,551)
Borrowings under revolving credit facilities232 43,294 
Payments under revolving credit facilities(232)(43,294)
Debt issuance costs paid(5)(88)
Stock repurchases(22,138)(23,566)
Distribution to noncontrolling interest(603) 
Net cash used in financing activities(26,890)(28,061)
Cash and cash equivalents:
Net (decrease) increase in cash, cash equivalents, and restricted cash(63,485)10,000 
Cash, cash equivalents, and restricted cash at beginning of period179,271 58,245 
Cash, cash equivalents, and restricted cash at end of period$115,786 $68,245 
Supplemental disclosures of cash flow information:
Cash paid for interest$196 $231 
Net cash paid (refunds received) for income taxes$(40)$(19)
Period end balance of payables for property, plant, and equipment$11,512 $10,975 

The accompanying notes are an integral part of these Condensed Consolidated Statements.
6

WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited – dollars in thousands)

 Common StockAdditional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
 SharesAmount
Balances at December 31, 202345,393,260 $774 $677,886 $403,923 $(428)$(532,659)$549,496 
Net income attributable to common stockholders for the period18,167 18,167 
Foreign currency translation184 184 
Stock-based compensation334,955 6 3,240 3,246 
Stock repurchase(589,144)(22,138)(22,138)
Common stock dividends(3,152)(3,152)
Unrealized gain on derivative instruments, net of tax
276 276 
Common stock issued in connection with:
Stock option exercises500 — 7 7 
Balances at March 31, 202445,139,571 $780 $681,133 $418,938 $32 $(554,797)$546,086 

The accompanying notes are an integral part of these Condensed Consolidated Statements.
 Common StockAdditional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
 SharesAmount
Balances at December 31, 202247,675,796 $766 $665,941 $188,241 $(882)$(456,453)$397,613 
Net income attributable to common stockholders for the period51,213 51,213 
Foreign currency translation564 564 
Stock-based compensation480,463 8 2,758 2,766 
Stock repurchase(540,875)(23,566)(23,566)
Common stock dividends(4,055)(4,055)
Unrealized loss on derivative instruments, net of tax
(236)(236)
Common stock issued in connection with:
Stock option exercises10,683 144 144 
Balances at March 31, 202347,626,067 $774 $668,843 $235,399 $(554)$(480,019)$424,443 

The accompanying notes are an integral part of these Condensed Consolidated Statements.
7

WABASH NATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. 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, 2023.
2. NEW ACCOUNTING PRONOUNCEMENTS
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss to assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and requiring other new disclosures. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. Although the ASU only requires additional disclosures about the Company’s operating segments, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. Although the ASU only modifies the Company's required income tax disclosures, the Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.





8

3. 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.
4. 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 March 31, 2024, 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 months ended March 31, 2024 and concluded there were none.
The changes in the carrying amounts of goodwill from December 31, 2022 through the three-month period ended March 31, 2024 were as follows (in thousands):
Transportation SolutionsParts & ServicesTotal
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, 2022120,502 67,932 188,434 
Effects of foreign currency(16)(9)(25)
Balance at December 31, 2023
Goodwill188,743 108,066 296,809 
Accumulated impairment losses(68,257)(40,143)(108,400)
Net balance as of December 31, 2023120,486 67,923 188,409 
Effects of foreign currency(2) (2)
Balance at March 31, 2024
Goodwill188,741 108,066 296,807 
Accumulated impairment losses(68,257)(40,143)(108,400)
Net balance as of March 31, 2024$120,484 $67,923 $188,407 

9

5. 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.
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.
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.
10

Linq Venture Holdings LLC
During the fourth quarter of 2023, the Company continued to unify and expand its parts and services capabilities and ecosystem by executing an agreement with a partner 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% ownership of the membership units in Linq while its partner 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 its partner’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 Company’s partner with put rights that would require the Company to purchase its partner’s interest in Linq. In addition, the operating agreement provides the Company with call rights that would allow it to purchase its partner’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 Company’s partner has exercised the put right or the Company has exercised the call right, a valuation will occur as stipulated within the operating agreement. Generally, the valuation stipulated within the operating agreement is materially equivalent to a fair value calculation. Such put and call rights have not been exercised by the Company’s partner or the Company as of the current period end date.
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 Company’s partner is responsible for the overall development and management of the digital marketplace, the primary purpose for which Linq was formed. Both the Company and its partner 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 the Board of Directors as stipulated in the operating agreement. As of and through March 31, 2024, there were no amounts borrowed under the Wabash Note and the Company did not provide financial or other support to Linq that it was not contractually obligated to provide.
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 partner’s put right does not have a standalone value as it based upon a fair value calculation when exercised, as stipulated in the operating agreement.
The Company’s equity method investment in Linq is recorded in Investment in unconsolidated entity on its Condensed Consolidated Balance Sheets. Any amounts borrowed under the Wabash Note are recorded in Other assets on the Company’s Condensed Consolidated Balance Sheets. Linq is considered operationally integral. The Company’s share of the results from its equity method investment is included in Loss from unconsolidated entity in the Condensed Consolidated Statements of Operations.
Amounts recorded related to Linq are as follows (in thousands):
March 31,
2024
December 31,
2023
Beginning balance of investment in unconsolidated entity$1,647 $2,450 
Loss from unconsolidated entity for the period ended(1,486)(803)
Ending balance of investment in unconsolidated entity$161 $1,647 

11

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 March 31, 2024, the Company did not provide financial or other support to this VIE that it was not contractually obligated to provide. As of March 31, 2024, 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 March 31, 2024 and December 31, 2023 (in thousands):
March 31,
2024
December 31,
2023
Assets
Current assets:
Cash and cash equivalents$1,459 $3,020 
Accounts receivable, net1,192 1,540 
Inventories, net43 85 
Prepaid expenses and other83 68 
Total current assets2,777 4,713 
Property, plant, and equipment, net  
Other assets182 543 
Total assets$2,959 $5,256 
Liabilities
Current liabilities:
Accounts payable$2,686 $4,024 
Other accrued liabilities32 26 
Total current liabilities2,718 4,050 
Other non-current liabilities  
Total liabilities$2,718 $4,050 





12

The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands):
March 31,
2024
December 31,
2023
Beginning balance $603 $512 
Net income attributable to noncontrolling interest120 603 
Other comprehensive income (loss)  
Distributions paid to noncontrolling interest(603)(512)
Balance at period end
$120 $603 
6. 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):
March 31,
2024
December 31,
2023
Raw materials and components$152,391 $156,314 
Finished goods98,634 86,586 
Work in progress16,121 14,102 
Aftermarket parts7,653 7,263 
Used trailers3,751 3,370 
$278,551 $267,635 
7. PREPAID EXPENSES AND OTHER
Prepaid expenses and other current assets consist of the following (in thousands):
March 31,
2024
December 31,
2023
Chassis converter pool agreements$22,354 $27,312 
Assets held for sale  
Income tax receivables8,420 11,840 
Insurance premiums & maintenance/subscription agreements9,591 5,899 
Commodity swap contracts1,261 1,511 
All other3,851 4,895 
$45,477 $51,457 
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 March 31, 2024 and December 31, 2023, there was no restricted cash included in prepaid expenses and other current assets.







13

8. DEBT
Long-term debt consists of the following (in thousands):
March 31,
2024
December 31,
2023
Senior Notes due 2028$400,000 $400,000 
Revolving Credit Agreement  
400,000 400,000 
Less: unamortized discount and fees(3,369)(3,535)
Less: current portion  
$396,631 $396,465 
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 March 31, 2024, the Company was in compliance with all covenants.
14

Contractual coupon interest expense and accretion of fees for the Senior Notes for each three-month period ended March 31, 2024 and 2023 were $4.5 million and $0.2 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 March 31, 2024, 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 consecutive business days, or if there exists an event of default, amounts in any of the Borrowers’ and the Guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied to reduce the outstanding amounts under the facility.
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 $389.0 million as of March 31, 2024 and $516.1 million as of December 31, 2023.
During the three-month period ended March 31, 2024, the Company had payments of principal totaling $0.2 million and borrowings of principal totaling $0.2 million. As of March 31, 2024, there were no amounts outstanding under the Revolving Credit Agreement.
During the three-month period ended March 31, 2023, the Company had payments of principal totaling $43.0 million and borrowings of principal totaling $43.0 million. As of March 31, 2023, there were no amounts outstanding under the Revolving Credit Agreement.
Interest expense under the Revolving Credit Agreement for each three-month period ended March 31, 2024 and 2023 was approximately $0.2 million. Interest expense under the Revolving Credit Agreement is included in Interest expense in the Company’s Condensed Consolidated Statements of Operations.
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9. FINANCIAL DERIVATIVE INSTRUMENTS
Commodity Pricing Risk
As of March 31, 2024, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $43.4 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 December 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 March 31, 2024 and December 31, 2023, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):
Asset / (Liability) Derivatives
Balance Sheet CaptionMarch 31,
2024
December 31,
2023
Derivatives designated as hedging instruments
Commodity swap contractsPrepaid expenses and other$1,261 $1,511 
Commodity swap contractsAccounts payable and Other accrued liabilities(990)(1,045)
Total derivatives designated as hedging instruments$271 $466 
The following table summarizes the gain or loss recognized in AOCI as of March 31, 2024 and December 31, 2023 and the amounts reclassified from AOCI into earnings for the three months ended March 31, 2024 and 2023 (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
(Effective Portion)
Amount of Gain (Loss)
Reclassified from AOCI into Earnings
March 31,
2024
December 31,
2023
Three Months Ended
March 31,
20242023
Derivatives instruments
Commodity swap contracts$664 $388 Cost of sales$(748)$487 
Over the next 12 months, the Company expects to reclassify approximately $0.9 million of pretax deferred gains, related to the commodity swap contracts, from AOCI to cost of sales as inventory purchases are settled.
10. LEASES
Lessee Activities
The Company records a right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with Accounting Standards Codification (“ASC”) 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration.
The Company leases certain industrial spaces, office spaces, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally 1 to 5 years. The exercise of lease renewal options is at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised at lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
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During the three months ended March 31, 2024, leased assets obtained in exchange for new operating lease liabilities totaled approximately $2.1 million. During the three months ended March 31, 2023, leased assets obtained in exchange for new operating lease liabilities totaled approximately $0.3 million. As of March 31, 2024, obligations related to operating leases that the Company has executed but have not yet commenced were nominal.
Leased assets and liabilities included within the Condensed Consolidated Balance Sheets consist of the following (in thousands):
ClassificationMarch 31, 2024December 31, 2023
Right-of-Use Assets
OperatingOther assets$31,972 $32,219 
Total leased ROU assets$31,972 $32,219 
Liabilities
Current
OperatingOther accrued liabilities$9,390 $9,049 
Noncurrent
OperatingOther non-current liabilities22,582 23,170 
Total lease liabilities$31,972 $32,219 

Lease costs included in the Condensed Consolidated Statements of Operations consist of the following (in thousands):
ClassificationThree Months Ended
March 31, 2024
Three Months Ended
March 31, 2023
Operating lease costCost of sales, selling expenses and general and administrative expense$2,760 $1,871 
Net lease cost$2,760 $1,871 

Maturity of the Company’s lease liabilities as of March 31, 2024 is as follows (in thousands):
Operating LeasesFinance LeasesTotal
2024 (remainder)$8,155 $ $8,155 
202510,047  10,047 
20268,954  8,954 
20274,721  4,721 
20281,970  1,970 
Thereafter1,082  1,082 
Total lease payments$34,929 $ $34,929 
Less: interest2,957  
Present value of lease payments$31,972 $ 
As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Remaining lease term and discount rates are as follows:
March 31, 2024December 31, 2023
Weighted average remaining lease term (years)
Operating leases3.63.8
Weighted average discount rate
Operating leases4.95 %4.94 %


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Lease costs included in the Condensed Consolidated Statements of Cash Flows are as follows (in thousands):
Three Months Ended
March 31, 2024
Three Months Ended
March 31, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$2,736 $1,895 
Operating cash flows from finance leases$ $ 
Financing cash flows from finance leases$ $ 
Lessor and Sublessor Activities
The Company leases dry van trailers to customers under full-service lease agreements and operating lease agreements. At the inception of a contract, in accordance with the applicable accounting guidance (ASC 842, Leases) the Company considers whether the arrangement contains a lease and, as applicable, performs the required lease classification tests. The Company, as a lessor, has no sales-type or direct financing lease arrangements as of March 31, 2024.
The Company’s full-service lease agreements are an integrated service that include lease component amounts related to the use of the trailer, as well as non-lease components for preventative maintenance, certain repairs as defined in the related agreement, and ad valorem taxes. In accordance with the applicable accounting guidance (ASC 842, Leases), the Company has elected to combine lease and non-lease components when reporting revenue for the full-service underlying class of leased assets.
Initial lease terms are generally three to five years. Certain of the Company’s leases provide customers with renewal options that provide the ability to extend the lease term for a period of generally one to five years. In addition, some leases include options for the customer to purchase the trailers at fair market value, as determined by the Company at or near the end of the lease. The Company’s lease agreements generally do not have residual value guarantees nor permit customers to terminate the lease agreements prior to natural expiration. As stipulated in the lease agreements, the Company may receive reimbursements from customers for certain damage or required repairs to the trailers.
Certain of the Company’s leases and subleases are with a related party—such transactions were at market value and at arm’s length.
Lease income is included in Net sales on the Company’s Condensed Consolidated Statements of Operations, and is recorded in the Parts & Services operating segment. For the three months ended March 31, 2024 and 2023, the Company’s lease income consisted of the following components (in thousands):
Three Months Ended
March 31, 2024
Three Months Ended
March 31, 2023
Operating lease income
Fixed lease income$643 $ 
Variable lease income  
Total lease income1
$643 $ 
—————————
(1) As noted above, net revenue related to subleases was insignificant for all periods presented but such revenue is included in the tables above.









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The following table shows the Company’s future contractual receipts from noncancelable operating leases as of March 31, 2024 (in thousands):
Operating Leases2
2024 (remainder)$1,557 
20252,064 
20262,064 
20271,943 
20281,567 
Thereafter99 
Total contractual receipts$9,294 
—————————
(2) The future contractual receipts due under the Company’s full-service operating leases include amounts related to preventative maintenance, certain repairs as defined in the related agreements, and ad valorem taxes. Net revenue related to the Company’s subleases are also included in the table above.
11. OTHER ACCRUED LIABILITIES
The following table presents the major components of Other accrued liabilities (in thousands):
March 31,
2024
December 31,
2023
Warranty$20,053 $21,286 
Chassis converter pool agreements22,354 27,312 
Payroll and related taxes13,540 40,265 
Customer deposits33,582 45,586 
Self-insurance11,400 11,311 
Accrued interest8,317 3,817 
Operating lease obligations9,390 9,049 
Accrued taxes30,190 24,662 
All other7,944 12,313 
$156,770 $195,601 
The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands):
20242023
Balance as of January 1$21,286 $22,061 
Provisions and revisions to estimates444 756 
Payments(1,677)(1,260)
Balance as of March 31$20,053 $21,557 
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.
12. 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;
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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 March 31, 2024 and December 31, 2023 are shown below (in thousands):
FrequencyAsset / (Liability)Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
March 31, 2024
Commodity swap contractsRecurring$271 $ $271 $ 
Mutual fundsRecurring$15,133 $15,133 $ $ 
Life-insurance contractsRecurring$20,063 $ $20,063 $ 
December 31, 2023
Commodity swap contractsRecurring$466 $ $466 $ 
Mutual fundsRecurring$11,735 $11,735 $ $ 
Life-insurance contractsRecurring$18,510 $ $18,510 $ 
Estimated Fair Value of Debt
The estimated fair value of debt at March 31, 2024 consists of the Senior Notes due 2028 (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.









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The Company’s carrying and estimated fair value of debt at March 31, 2024 and December 31, 2023 were as follows (in thousands):
March 31, 2024December 31, 2023
Carrying
Value
Fair ValueCarrying
Value
Fair Value
Level 1Level 2Level 3Level 1Level 2Level 3
Instrument
Senior Notes due 2028$396,631 $ $364,405 $ $396,465 $ $361,774 $ 
Revolving Credit Agreement        
$396,631 $ $364,405 $ $396,465 $ $361,774 $ 
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, since 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.
13. COMMITMENTS AND CONTINGENCIES
Litigation
As of March 31, 2024, 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. Accrual for losses have been recorded for those matters deemed both probable and reasonably estimated. 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. 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 Consolidated Statements of Operations.
Legal Matter Estimated Liability
As of March 31, 2024, 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 $3.0 million is included in General & administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 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. The settlement proceeds were paid in the first quarter of 2024, and we expect the matters will be closed in the second quarter of 2024.
Product Liability Claims
The Company is and has been, and may in the future be, subject to product liability claims and litigation incidental to the Company’s normal operating activities. The ultimate outcome of such claims and litigation cannot be predicted with any certainty and any such claim or litigation could materially and adversely affect the Company’s financial condition, results of operations and cash flows.
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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 condition 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 and submitted supplemental reports to IDEM as of the first quarter of 2024. All available information and reports establish there is no source of any contamination on the Company’s owned properties. As of March 31, 2024, 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 March 31, 2024, the Company’s outstanding chassis converter pool with the manufacturer totaled $22.4 million and 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 $0.2 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.
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14. 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
March 31,
20242023
Basic net income attributable to common stockholders per share:
Net income attributable to common stockholders$18,167 $51,213 
Weighted average common shares outstanding45,383 47,770 
Basic net income attributable to common stockholders per share$0.40 $1.07 
Diluted net income attributable to common stockholders per share:
Net income attributable to common stockholders$18,167 $51,213 
Weighted average common shares outstanding45,383 47,770 
Dilutive stock options and restricted stock871 1,366 
Diluted weighted average common shares outstanding46,254 49,136 
Diluted net income attributable to common stockholders per share$0.39 $1.04 
15. STOCK-BASED COMPENSATION
The 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 $23.5 million at March 31, 2024, for which the expense will be recognized through 2027.
16. STOCKHOLDERS’ EQUITY
Share Repurchase Program
On February 15, 2024, 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 $150 million repurchase program approved in August 2021 and the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in February 2027. 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 March 31, 2024, $172.9 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 $0.01 per share, as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions.
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Accumulated Other Comprehensive Income (Loss)
Changes in AOCI by component, net of tax, for the three months ended March 31, 2024 are summarized as follows (in thousands):
Foreign Currency TranslationDerivative InstrumentsTotal
Balances at December 31, 2023$(816)$388 $(428)
Net unrealized gains (losses) arising during the period(a)
184 (290)(106)
Less: Net realized gains (losses) reclassified to net income(b)
 (566)(566)
Net change during the period184 276 460 
Balances at March 31, 2024$(632)$664 $32 
—————————
(a) Derivative instruments net of $0.1 million of tax benefit for the three months ended March 31, 2024.
(b) Derivative instruments net of $0.2 million of tax benefit for the three months ended March 31, 2024.

Changes in AOCI by component, net of tax, for the three months ended March 31, 2023 are summarized as follows (in thousands):
Foreign Currency TranslationDerivative InstrumentsTotal
Balances at December 31, 2022$(1,791)$909 $(882)
Net unrealized gains (losses) arising during the period(c)
564 130 694 
Less: Net realized gains (losses) reclassified to net income(d)
 366 366 
Net change during the period564 (236)328 
Balances at March 31, 2023$(1,227)$673 $(554)
—————————
(c) Derivative instruments net of less than $0.1 million of tax liability for the three months ended March 31, 2023.
(d) Derivative instruments net of $0.1 million of tax liability for the three months ended March 31, 2023.
17. INCOME TAXES
For the three months ended March 31, 2024, the Company recognized income tax expense of $6.4 million compared to $13.9 million for the same period in the prior year. The effective tax rates for the first three months of 2024 and 2023 were 26.0% and 21.3%, respectively. For the first three months of 2024, the effective tax rate differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes. For the first three months of 2023, the effective tax rate differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes net of discrete items incurred related to stock-based compensation.
18. PROPERTY, PLANT, AND EQUIPMENT
There were no material impairments or sales of property, plant, and equipment during the three-month periods ended March 31, 2024 and March 31, 2023.
19. 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 AcuthermTM 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.
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Parts & Services (“P&S”): The P&S segment is comprised of the Company’s Parts and Services business as well as the Upfitting Solutions and Services business (a 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 and Linq Venture Holdings LLC entities we created with our partners 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 March 31, 2024Transportation SolutionsParts & ServicesCorporate and
Eliminations
Consolidated
Net sales
External customers$467,123 $48,153 $— $515,276 
Intersegment sales3,305 1,081 (4,386)— 
Total net sales$470,428 $49,234 $(4,386)$515,276 
Income (loss) from operations$44,255 $10,520 $(25,200)$29,575 
Three Months Ended March 31, 2023Transportation SolutionsParts & ServicesCorporate and
Eliminations
Consolidated
Net sales
External customers$575,296 $45,656 $— $620,952 
Intersegment sales2,775 1,484 (4,259)— 
Total net sales$578,071 $47,140 $(4,259)$620,952 
Income (loss) from operations$87,116 $9,209 $(26,425)$69,900 
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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 March 31, 2024Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$366,158 $ $(820)$365,338 70.9 %
Used trailers 1,344  1,344 0.3 %
Components, parts and services 35,630  35,630 6.9 %
Equipment and other104,270 12,260 (3,566)112,964 21.9 %
Total net sales$470,428 $49,234 $(4,386)$515,276 100.0 %
Three Months Ended March 31, 2023Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$485,248 $124 $(362)$485,010 78.1 %
Used trailers 539  539 0.1 %
Components, parts and services 35,682  35,682 5.7 %
Equipment and other92,823 10,795 (3,897)99,721 16.1 %
Total net sales$578,071 $47,140 $(4,259)$620,952 100.0 %

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) of Wabash National Corporation (together with its subsidiaries, “Wabash,” “Company,” “us,” “we,” or “our”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. Forward-looking statements convey the Company’s current expectations or forecasts of future events. Our “forward-looking statements” include, but are not limited to, statements regarding:
demand for our products and the sensitivity of demand to economic conditions;
the highly cyclical nature of our business;
economic weakness and its impact on the markets and customers we serve;
our backlog and indicators of the level of our future revenues;
changes in our customer relationships or in the financial condition of our customers;
reliance on information technology to support our operations and our ability to protect against service interruptions or security breaches;
inflation;
reliance on a limited number of suppliers of raw materials and components, price increases of raw materials and components, and our ability to obtain raw materials and components;
our ability to attract and retain key personnel or a sufficient workforce;
our ability to execute on our long-term strategic plan and growth initiatives or to meet our long-term financial goals;
volatility in the supply of vehicle chassis and other vehicle components:
significant competition in the industries in which we operate including offerings by our competitors of new or better products and services or lower prices;
our competition in the highly competitive specialized vehicle industry;
market acceptance of our technology and products or market share gains of competing products;
disruptions of manufacturing operations;
our ability to effectively manage, safeguard, design, manufacture, service, repair, and maintain our leased (or subleased) trailers;
our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our joint venture arrangement to create Linq Venture Holdings LLC;
our ability to realize all of the expected enhanced revenue, earnings, and cash flow from our agreement to create Wabash Parts LLC;
current and future governmental laws and regulations and costs related to compliance with such laws and regulations;
changes to U.S. or foreign tax laws and the effects on our effective tax rate and future profitability;
changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences;
the effects of product liability and other legal claims;
climate change and related public focus from regulators and various stakeholders;
impairment in the carrying value of goodwill and other long-lived intangible assets;
our ability to continue a regular quarterly dividend;
our ability to generate sufficient cash to service all of our indebtedness;
our indebtedness, financial condition and fulfillment of obligations thereunder;
increased risks of international operations;
27

our ability to meet environmental, social, and governance (“ESG”) expectations or standards or to achieve our ESG goals;
provisions of our Senior Notes which could discourage potential future acquisitions of us by a third party;
the risks related to restrictive covenants in our Senior Notes indenture and Revolving Credit Agreement (each, as defined below), including limits on financial and operating flexibility;
price and trading volume volatility of our common stock; and
assumptions relating to the foregoing.
Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. Important risks and factors that could cause our actual results to be materially different from our expectations include the factors that are disclosed in “Item 1A-Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. Each forward-looking statement contained in this Quarterly Report reflects our management’s view only as of the date on which that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this Quarterly Report or to reflect the occurrence of unanticipated events, except as required by law.

28

Results of Operations
The following table sets forth certain operating data as a percentage of net sales for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31,
20242023
Net sales100.0 %100.0 %
Cost of sales85.2 %81.3 %
Gross profit14.8 %18.7 %
General and administrative expenses7.1 %5.8 %
Selling expenses1.4 %1.1 %
Amortization of intangibles0.6 %0.5 %
Income from operations5.7 %11.3 %
Interest expense(1.0 %)(0.8 %)
Other, net0.3 %0.1 %
Other expense, net
(0.7 %)(0.7 %)
Loss from unconsolidated entity
(0.3 %)— %
Income before income tax expense4.8 %