WABASH NATIONAL CORP, 10-K filed on 2/18/2025
Annual Report
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Cover Page - USD ($)
12 Months Ended
Dec. 31, 2024
Feb. 13, 2025
Jun. 30, 2024
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2024    
Current Fiscal Year End Date --12-31    
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, $.01 Par Value    
Trading Symbol WNC    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
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    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 952,007,497
Entity Common Stock, Shares Outstanding (in shares)   42,449,835  
Documents Incorporated by Reference
Part III of this Form 10-K incorporates by reference certain portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be filed within 120 days after December 31, 2024.
   
Amendment Flag false    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Entity Central Index Key 0000879526    
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Audit Information
12 Months Ended
Dec. 31, 2024
Audit Information [Abstract]  
Auditor Firm ID 42
Auditor Location Indianapolis, Indiana
Auditor Name Ernst & Young LLP
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CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 115,484 $ 179,271
Accounts receivable, net 143,946 182,990
Inventories, net 258,825 267,635
Prepaid expenses and other 76,233 51,457
Total current assets 594,488 681,353
Property, plant, and equipment, net 339,247 325,444
Deferred income taxes 94,873 0
Goodwill 188,441 188,409
Intangible assets, net 74,445 86,418
Investment in unconsolidated entities 7,250 1,647
Other assets 112,785 79,543
Total assets 1,411,529 1,362,814
Current liabilities:    
Current portion of long-term debt 0 0
Accounts payable 146,738 156,608
Other accrued liabilities 161,671 195,601
Total current liabilities 308,409 352,209
Long-term debt 397,142 396,465
Deferred income taxes 0 17,013
Other non-current liabilities 516,152 47,028
Total liabilities 1,221,703 812,715
Commitments and contingencies
Noncontrolling interest 996 603
Wabash National Corporation stockholders' equity:    
Common stock, $0.01 par value: 200,000,000 shares authorized; 42,882,308 and 45,393,260 shares outstanding, respectively 781 774
Additional paid-in capital 689,216 677,886
Retained earnings 105,633 403,923
Accumulated other comprehensive loss (3,229) (428)
Treasury stock, at cost: 35,253,489 and 32,128,755 common shares, respectively (603,571) (532,659)
Total Wabash National Corporation stockholders' equity 188,830 549,496
Total liabilities, noncontrolling interest, and equity $ 1,411,529 $ 1,362,814
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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value (in usd per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 200,000,000 200,000,000
Common stock, shares outstanding (in shares) 42,882,308 45,393,260
Treasury stock, common, share (in shares) 35,253,489 32,128,755
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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]      
Net sales $ 1,946,740 $ 2,536,500 $ 2,502,129
Cost of sales 1,681,668 2,038,313 2,179,438
Gross profit 265,072 498,187 322,691
General and administrative expenses 580,684 146,658 113,083
Selling expenses 28,035 26,532 27,070
Amortization of intangible assets 11,973 12,813 15,211
Impairment and other, net 484 235 685
(Loss) income from operations (356,104) 311,949 166,642
Other income (expense):      
Interest expense (19,839) (19,854) (20,525)
Other, net 5,434 3,393 318
Other expense, net (14,405) (16,461) (20,207)
Loss from unconsolidated entity (6,089) (803) 0
(Loss) income before income tax expense (376,598) 294,685 146,435
Income tax (benefit) expense (93,523) 62,830 33,665
Net (loss) income (283,075) 231,855 112,770
Net income attributable to noncontrolling interest 996 603 512
Net (loss) income attributable to common stockholders $ (284,071) $ 231,252 $ 112,258
Net (loss) income attributable to common stockholders per share:      
Basic (in usd per share) $ (6.40) $ 4.92 $ 2.31
Diluted (in usd per share) $ (6.40) $ 4.81 $ 2.25
Weighted average common shares outstanding (in thousands):      
Basic (in shares) 44,359 47,011 48,626
Diluted (in shares) 44,359 48,030 49,881
Dividends declared per share (in usd per share) $ 0.32 $ 0.32 $ 0.32
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Statement of Comprehensive Income [Abstract]      
Net (loss) income $ (283,075) $ 231,855 $ 112,770
Other comprehensive (loss) income, net of tax:      
Foreign currency translation adjustment (2,183) 975 198
Unrealized loss on derivative instruments (618) (521) (1,939)
Total other comprehensive (loss) income (2,801) 454 (1,741)
Comprehensive (loss) income (285,876) 232,309 111,029
Comprehensive income attributable to noncontrolling interest 996 0 0
Comprehensive (loss) income attributable to common stockholders $ (286,872) $ 232,309 $ 111,029
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Retained Earnings (Deficit)
Accumulated Other Comprehensive (Loss) Income
Treasury Stock
Balance 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 (loss) attributable to common stockholders for the year 112,258     112,258    
Foreign currency translation 198       198  
Stock-based compensation (in shares)   298,458        
Stock-based compensation 9,746 $ 5 9,741      
Stock repurchase (in shares)   (1,761,339)        
Stock repurchase (34,285)         (34,285)
Common stock dividends (16,128)     (16,128)    
Unrealized loss on derivative instruments (1,939)       (1,939)  
Stock option exercises (in shares)   184,195        
Stock option exercises 2,224 $ 2 2,222      
Balance end of period (in shares) at Dec. 31, 2022   47,675,796        
Balance at end 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 (loss) attributable to common stockholders for the year 231,252     231,252    
Foreign currency translation 975       975  
Stock-based compensation (in shares)   516,747        
Stock-based compensation 11,798 $ 8 11,790      
Stock repurchase (in shares)   (2,810,716)        
Stock repurchase (76,206)         (76,206)
Common stock dividends (15,570)     (15,570)    
Unrealized loss on derivative instruments (521)       (521)  
Stock option exercises (in shares)   11,433        
Stock option exercises $ 155   155      
Balance end of period (in shares) at Dec. 31, 2023 45,393,260 45,393,260        
Balance at end of period at Dec. 31, 2023 $ 549,496 $ 774 677,886 403,923 (428) (532,659)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income (loss) attributable to common stockholders for the year (284,071)     (284,071)    
Foreign currency translation (2,183)       (2,183)  
Stock-based compensation (in shares)   359,674        
Stock-based compensation 11,309 $ 7 11,302      
Stock repurchase (in shares)   (2,872,626)        
Stock repurchase (70,912)         (70,912)
Common stock dividends (14,219)     (14,219)    
Unrealized loss on derivative instruments $ (618)       (618)  
Stock option exercises (in shares) 2,000 2,000        
Stock option exercises $ 28   28      
Balance end of period (in shares) at Dec. 31, 2024 42,882,308 42,882,308        
Balance at end of period at Dec. 31, 2024 $ 188,830 $ 781 $ 689,216 $ 105,633 $ (3,229) $ (603,571)
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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:      
Net (loss) income $ (283,075) $ 231,855 $ 112,770
Adjustments to reconcile net (loss) income to net cash provided by operating activities:      
Depreciation 45,012 32,507 31,758
Amortization of intangibles 11,973 12,813 15,211
Net (gain) loss on sale of property, plant and equipment and business divestiture (493) 235 (635)
Deferred income taxes (111,683) (13,459) (7,614)
Stock-based compensation 11,309 11,799 9,746
Non-cash interest expense 962 946 868
Equity in loss of unconsolidated entity 6,089 803 0
Impairment 994 0 1,339
Accounts receivable 39,044 72,587 (79,066)
Inventories 8,810 (23,765) (6,249)
Prepaid expenses and other 4,020 (10,727) 1,069
Accounts payable and accrued liabilities (68,687) 5,775 46,085
Other, net 452,997 (1,763) (1,198)
Net cash provided by operating activities 117,272 319,606 124,084
Cash flows from investing activities:      
Cash payments for capital expenditures (72,188) (98,093) (57,086)
Expenditures for revenue generating assets (6,948) (5,650) 0
Proceeds from sale of assets and business divestiture 4,448 154 1,781
Investment in unconsolidated entities (20,100) (2,450) 0
Net cash used in investing activities (94,788) (106,039) (55,305)
Cash flows from financing activities:      
Proceeds from exercise of stock options 28 155 2,224
Dividends paid (14,779) (15,861) (16,020)
Borrowings under revolving credit facilities 884 104,199 97,549
Payments under revolving credit facilities (884) (104,199) (130,584)
Principal payments under finance lease obligations 0 0 (59)
Debt issuance costs paid (5) (117) (1,137)
Stock repurchases (70,912) (76,206) (34,285)
Distribution to noncontrolling interest (603) (512) 0
Net cash used in financing activities (86,271) (92,541) (82,312)
Cash, cash equivalents, and restricted cash:      
Net (decrease) increase in cash, cash equivalents, and restricted cash (63,787) 121,026 (13,533)
Cash, cash equivalents, and restricted cash at beginning of period 179,271 58,245 71,778
Cash, cash equivalents, and restricted cash at end of period 115,484 179,271 58,245
Supplemental disclosures of cash flow information:      
Cash paid for interest 18,786 18,938 20,131
Net cash paid for income taxes 29,831 82,589 18,333
Period end balance of payables for property, plant, and equipment $ 5,915 $ 11,662 $ 18,809
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DESCRIPTION OF THE BUSINESS
12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
DESCRIPTION OF THE BUSINESS DESCRIPTION OF THE BUSINESS
Wabash National Corporation, which we refer to herein as “Wabash,” the “Company,” “us,” “we,” or “our,” is Changing How the World Reaches You®. Wabash was founded in 1985 and incorporated as a corporation in Delaware in 1991, with its principal executive offices in Lafayette, Indiana, as a dry van trailer manufacturer. Today we combine physical and digital technologies to deliver innovative, end-to-end solutions that optimize supply chains across transportation, logistics, and infrastructure markets.
To that end, we design and manufacture a diverse range of products supporting first-to-final mile operations, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels, and specialty food grade processing equipment. In addition, through the Wabash Marketplace and Wabash Parts, customers gain access to a nationwide parts and service network, Trailers as a Service (TaaS)℠, and advanced tools designed to streamline operations and drive growth. We have achieved this diversification through acquisitions, organic growth, and product innovation.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation. The consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany profits, transactions, and balances have been eliminated in consolidation.
Reclassifications. Certain prior period amounts have been reclassified to conform to the current year presentation.
Use of Estimates. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that directly affect the amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from these estimates.
Cash and Cash Equivalents. Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the time of purchase.
Accounts Receivable. Accounts receivable are shown net of expected losses and primarily include trade receivables. The Company records expected losses for customers based upon a variety of factors including the Company’s historical collection experience, the length of time the account has been outstanding, and the financial condition of the customer. If the circumstances related to specific customers were to change, the Company’s estimates of expected losses with respect to the collectability of the related accounts could be further adjusted. The Company’s policy is to write-off receivables when they are determined to be uncollectible. Expected losses are charged to General and administrative expenses and Selling expenses in the Consolidated Statements of Operations. The following table presents the changes in expected losses (in thousands):
Years ended December 31,
202420232022
Balance at beginning of year$1,079 $428 $429 
Expected losses381 651 179 
Write-offs, net of recoveries(58)— (180)
Balance at end of year$1,402 $1,079 $428 
Inventories. Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. The cost of manufactured inventory includes raw material, labor and overhead.
Prepaid Expenses and Other. Prepaid expenses and other as of December 31, 2024 and 2023 consists of the following (in thousands):
December 31,
20242023
Chassis converter pool agreements$57,109 $27,312 
Income tax receivables10,269 11,840 
Insurance premiums & maintenance/subscription agreements5,595 5,899 
Commodity swap contracts163 1,511 
All other3,097 4,895 
$76,233 $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. As further described in Note 11, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. Other items primarily consist of investments held by the Company’s captive insurance subsidiary and other various prepaid and other assets. As of December 31, 2024 and 2023, there was no restricted cash included in prepaid expenses and other current assets.
Property, Plant, and Equipment. Property, plant, and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred, while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvements and range from three to ten years for machinery and equipment.
Goodwill. Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. The Company reviews goodwill for impairment, at the reporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its carrying value may not be recoverable. In accordance with ASC 350, Intangibles - Goodwill and Other, goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative process.
The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test, which is the option the Company has historically chosen.
For reporting units in which the Company performs the quantitative analysis, the Company compares the carrying value, including goodwill, of each reporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, the difference is recognized as an impairment loss charged to the reporting unit. After an impairment loss is recognized, the adjusted carrying amount of goodwill shall be its new accounting basis.
As of December 31, 2024, goodwill allocated to the Transportation Solutions (“TS”) and Parts & Services (“P&S”) segments was approximately $120.5 million and $67.9 million, respectively.
Long-Lived Assets. Long-lived assets, consisting primarily of intangible assets and property, plant, and equipment, are reviewed for impairment whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. Fair value is determined based upon discounted cash flows or appraisals as appropriate.
Other Assets. The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three to seven years. As of December 31, 2024 and 2023, the Company had software costs, net of amortization, of $9.9 million and $8.0 million, respectively. Amortization expense for 2024, 2023, and 2022 was $3.4 million, $1.9 million, and $1.8 million, respectively.
Warranties. The Company offers a limited warranty for its products with a coverage period that ranges between one and five years, except that the coverage period for DuraPlate® trailer panels is ten years. The Company passes through component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale.
The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands):
20242023
Balance as of January 1$21,286 $22,061 
Provision and revisions to estimates2,581 3,716 
Payments(6,909)(4,491)
Balance as of December 31$16,958 $21,286 
Self-Insured Liabilities. The Company is self-insured up to specified limits for medical and workers’ compensation coverage. The self-insurance reserves have been recorded to reflect the undiscounted estimated liabilities, including claims incurred but not reported, as well as catastrophic claims as appropriate.
The following table presents the changes in the self-insurance accrual included in Other accrued liabilities (in thousands):
20242023
Balance as of January 1$11,311 $10,718 
Expense40,511 39,890 
Payments(39,624)(39,297)
Balance as of December 31$12,198 $11,311 
Income Taxes. The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realize the value of these assets.
The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements.
Used Trailer Trade Commitments. The Company may accept trade-in of used trailers when a customer enters into a contract to purchase a new trailer. However, in the contracts for the sale of the new trailers, there is no commitment to repurchase that trailer or a similar trailer in the future. The Company had no and $0.5 million outstanding trade commitments as of December 31, 2024 and December 31, 2023, respectively. On occasion, the amount of the trade allowance provided for in the used trailer commitments, or cost, may exceed the net realizable value of the underlying used trailer. In these instances, the Company’s policy is to recognize the loss related to these commitments at the time the new trailer revenue is recognized. Net realizable value of used trailers is measured considering market sales data for comparable types of trailers.
Concentration of Credit Risk. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, and customer receivables. We place our cash and cash equivalents with high quality financial institutions. Generally, we do not require collateral or other security to support customer receivables.
Research and Development. Research and development expenses are charged to Cost of sales and General and administrative expenses in the Consolidated Statements of Operations as incurred and were $8.6 million, $7.5 million, and $5.3 million in 2024, 2023, and 2022, respectively.
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NEW ACCOUNTING PRONOUNCEMENTS
12 Months Ended
Dec. 31, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]  
NEW ACCOUNTING PRONOUNCEMENTS 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. These improvements allow financial statement users to better understand the components of a segment's profit or loss and 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. The Company adopted this standard beginning with the current 10-K reported at December 31, 2024.
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.
In November 2024, the FASB issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the consolidated financial statements. The effective date of this ASU is for annual periods beginning after December 15, 2026. The Company is evaluating the effect this guidance will have on the consolidated financial statements.
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REVENUE RECOGNITION
12 Months Ended
Dec. 31, 2024
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 are included in Cost of sales in the 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 it as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense.
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 9. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product.
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GOODWILL AND OTHER INTANGIBLE ASSETS
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and Related Annual Impairment Assessments
As of December 31, 2024, goodwill allocated to the Transportation Solutions (“TS”) and Parts & Services (“P&S”) segments was approximately $120.5 million and $67.9 million, respectively.
For the 2024 annual goodwill impairment test conducted as of October 1st, 2024, the Company chose to use a quantitative assessment to determine if it was more likely than not that the fair value of the TS and P&S reporting units were less than their respective carrying amounts. In accordance with the relevant accounting guidance, in order to perform the quantitative assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, and future operating plans. Based on the analysis of the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of each reporting unit continued to be greater than the respective carrying value. Therefore, no impairment charges were recorded.
During the fourth quarters of 2023 and 2022, the Company completed its annual goodwill impairment test using the qualitative assessment. Based on all assessments performed, the Company believed it was more likely than not that the fair value of its reporting units were greater than their carrying amount and no additional impairment of goodwill was recognized.
For the years ended December 31, 2024, 2023, and 2022, the changes in the carrying amounts of goodwill 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 at 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 20 12 32 
Balance as of December 31, 2024
Goodwill188,763 108,078 296,841 
   Accumulated impairment losses(68,257)(40,143)(108,400)
Net balance as of December 31, 2024$120,506 $67,935 $188,441 
Intangible Assets
Intangible asset amortization expense was $12.0 million, $12.8 million, and $15.2 million for 2024, 2023, and 2022, respectively. Annual intangible asset amortization expense for the next 5 fiscal years is estimated to be $11.2 million in 2025; $10.7 million in 2026; $10.1 million in 2027; $9.7 million in 2028; and $9.3 million in 2029.
As of December 31, 2024, the balances of intangible assets, other than goodwill, were as follows (in thousands):
Weighted Average
Amortization Period
Gross Intangible
Assets
Accumulated
Amortization
Net Intangible
Assets
Customer relationships13 years$270,016 $(195,571)$74,445 
Technology12 years11,708 (11,708)— 
Total$281,724 $(207,279)$74,445 
As of December 31, 2023, the balances of intangible assets, other than goodwill, were as follows (in thousands):
Weighted Average
Amortization Period
Gross Intangible
Assets
Accumulated
Amortization
Net Intangible
Assets
Customer relationships13 years$270,016 $(183,923)$86,093 
Technology12 years11,708 (11,383)325 
Total$281,724 $(195,306)$86,418 
v3.25.0.1
NONCONTROLLING INTEREST, VARIABLE INTEREST ENTITIES (“VIEs”) AND INVESTMENTS
12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NONCONTROLLING INTEREST, VARIABLE INTEREST ENTITIES (“VIEs”) AND INVESTMENTS NONCONTROLLING INTEREST, VARIABLE INTEREST ENTITIES (“VIEs”) AND INVESTMENTS
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 providing 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.
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”). Linq aims to develop and scale a digital marketplace for the transportation and logistics distribution industry. It intends to serve as the digital channel for marketing Wabash equipment and parts & services, as well as non-Wabash parts & services, in a digital marketplace format to end-customers and dealers.
The Company holds 49% ownership of the membership units in Linq, while its partner holds 51%. Initial capital contributions to Linq were made in proportion to these respective ownership interests, with the Company contributing approximately $2.5 million and its partner contributing approximately $2.6 million. At formation, Linq had no debt or other financial obligations beyond typical operating expenses. 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, to be made 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 are required to provide funding to Linq if needed.
As part of Linq’s formation, the Company executed a credit agreement with Linq, providing a $10.0 million revolving line of credit (the “Wabash Note”) with a 7% simple accrued interest rate, paid quarterly. During the fourth quarter of 2024, an additional $15.0 million Wabash Note was approved by the Board of Directors, increasing the revolving line of credit to $25.0 million. 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. In the year ended December 31, 2024, $11.1 million was borrowed and remains outstanding under the two Wabash Notes. As of and through the year-ended December 31, 2023, there were no amounts borrowed under the Wabash Note. Interest income resulting from the Wabash Notes for the years ended December 31, 2024 and December 31, 2023 was $0.4 million and zero, respectively. The Company does 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 entities on its Consolidated Balance Sheets. Any amounts borrowed under the Wabash Note are recorded in Other assets on the Company’s 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 Consolidated Statements of Operations.
Amounts recorded related to Linq are as follows (in thousands):
December 31,
2024
December 31,
2023
Balance at January 1$1,647 $— 
Loss from unconsolidated entity(1,486)— 
Balance at March 31161 — 
Loss from unconsolidated entity(1,415)— 
Equity deficit applied to note (1)
1,254 — 
Balance at June 30— — 
Loss from unconsolidated entity(1,676)— 
Equity deficit applied to note (1)
1,676 — 
Balance at September 30— — 
Initial investment in unconsolidated entity— 2,450 
Loss from unconsolidated entity(1,512)(803)
Equity deficit applied to note (1)
1,512 — 
Balance at December 31$— $1,647 
(1) As the Company is not required to advance additional funds to Linq, excess losses beyond its initial investment have been recorded against the basis of its other investments in Linq, which is comprised of the loan receivable for amounts borrowed under the Wabash Notes.
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 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 December 31, 2024, the Company did not provide financial or other support to this VIE that it was not contractually obligated to provide. As of December 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 Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 (in thousands):
December 31,
2024
December 31,
2023
Assets
Current assets:
Cash and cash equivalents$4,131 $3,020 
Accounts receivable, net2,013 1,540 
Inventories, net30 85 
Prepaid expenses and other68 
Total current assets6,181 4,713 
Property, plant, and equipment, net— — 
Other assets277 543 
Total assets$6,458 $5,256 
Liabilities
Current liabilities:
Accounts payable$4,437 $4,024 
Other accrued liabilities29 26 
Total current liabilities4,466 4,050 
Other non-current liabilities— — 
Total liabilities$4,466 $4,050 
The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands):
202420232022
Balance at January 1$603 $512 $— 
Net income attributable to noncontrolling interest996 603 512 
Other comprehensive income (loss)— — — 
Distributions declared to noncontrolling interest(603)(512)— 
Balance at December 31$996 $603 $512 
UpLabs Ventures, LLC
During the third quarter of 2024, the Company established a collaborative framework with UpLabs Ventures, LLC to identify, design, incubate, develop, and launch new businesses (Portfolio Companies) in the mobility and digital solutions sector. This partnership aims to leverage the strengths of both parties to create innovative solutions and new market opportunities. The agreement includes detailed provisions for investment, equity sharing, intellectual property, revenue recognition, indemnification, purchase options, governance, and terminations, ensuring a structured and mutually beneficial partnership.
The Company’s initial capital investment in the fourth quarter of 2024, was $6.0 million to launch venture labs aimed at providing solutions that optimize customer end-to-end supply chains across transportation, logistics and infrastructure markets. The $6.0 million nonrefundable investment covers the first contract year. The cost method investment is recorded in Other assets on the Company’s Consolidated Balance Sheets.
Additionally, for each contract year of the collaboration during the term, the Company will pay fees in the amount of 2% of the investment amount, inclusive of any inflation adjustments and expenses of $0.5 million, subject to equivalent upward inflation adjustment based on the Consumer Price Index, compounded annually. The Company paid a total of $0.6 million in investment fees in the fourth quarter of 2024 to cover the first contract year.
Trailerhawk.AI, LLC
During 2024, the Company made a $3.0 million investment in the form of convertible promissory notes carrying a simple interest rate of 8% per annum with Trailerhawk.ai, LLC, a newly formed, entity wholly owned by Loadsmith Holding Corporation. Trailerhawk is an innovation leader leveraging AI and telematics to create digital solutions that allow customers to protect trailer and cargo through the logistics chain. This investment is synergistic with our recurring revenue initiatives, particularly for our Linq Venture Holdings, LLC and TaaS offerings. $3.0 million remains outstanding under the notes at December 31, 2024. Interest income resulting from the Wabash Notes for the year ended December 31, 2024 was $0.1 million. The investments were recorded in Other assets on the Company’s Consolidated Balance Sheets.
v3.25.0.1
INVENTORIES
12 Months Ended
Dec. 31, 2024
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIES
Inventories, net of reserves, consist of the following (in thousands):
December 31,
20242023
Raw materials and components$134,975 $156,314 
Finished goods92,662 86,586 
Work in progress15,984 14,102 
Used trailers7,514 3,370 
Aftermarket parts7,690 7,263 
$258,825 $267,635 
v3.25.0.1
PROPERTY, PLANT AND EQUIPMENT
12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT PROPERTY, PLANT, AND EQUIPMENT
Depreciation expense on property, plant, and equipment, which is recorded in Cost of sales and General and administrative expenses in the Consolidated Statements of Operations, as appropriate, was $45.0 million, $32.5 million, and $31.8 million in 2024, 2023, and 2022, respectively, and includes depreciation of assets recorded in connection with the Company’s finance lease agreement (which ended during the first quarter of 2022, at which point the property, plant, and equipment assets were legally owned by the Company).
See Note 21 for information related to property, plant, and equipment sales and impairment charges.
Property, plant, and equipment, net consist of the following (in thousands):
December 31,
20242023
Land$41,676 $42,494 
Buildings and building improvements167,384 159,046 
Machinery and equipment484,390 416,477 
Construction in progress25,098 52,417 
718,548 670,434 
Less: accumulated depreciation(379,301)(344,990)
$339,247 $325,444 
v3.25.0.1
OTHER ACCRUED LIABILITIES
12 Months Ended
Dec. 31, 2024
Payables and Accruals [Abstract]  
OTHER ACCRUED LIABILITIES OTHER ACCRUED LIABILITIES
The following table presents the major components of Other accrued liabilities (in thousands):
December 31,
20242023
Customer deposits$31,029 $45,586 
Chassis converter pool agreements57,109 27,312 
Warranty16,958 21,286 
Payroll and related taxes12,931 40,265 
Self-insurance12,198 11,311 
Accrued interest3,818 3,817 
Operating lease obligations11,782 9,049 
Accrued taxes6,572 24,662 
All other9,274 12,313 
$161,671 $195,601 
v3.25.0.1
LONG-TERM DEBT
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
December 31, 2024December 31, 2023
Senior Notes$400,000 $400,000 
Revolving Credit Agreement— — 
400,000 400,000 
Less: unamortized discount and fees(2,858)(3,535)
Less: current portion— — 
$397,142 $396,465 
Senior Notes
On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes (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, provided that after any such redemption, 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 December 31, 2024, the Company was in compliance with all covenants.
Contractual coupon interest expense and accretion of fees for the Senior Notes for the years ended December 31, 2024, 2023 and 2022 were $18.0 million and $0.7 million, $18.0 million and $0.6 million, and $18.0 million and $0.6 million, respectively. Contractual coupon interest expense and accretion of discount and fees are included in Interest expense on the Company’s Consolidated Statements of Operations.
Revolving Credit Agreement
On September 23, 2022, the Company entered into the Third Amendment to the 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% 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 December 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 $421.9 million as of December 31, 2024 and $516.1 million as of December 31, 2023. The decrease from the prior year is primarily attributable to a lower cash balance at December 31, 2024, due to a reduction in cash provided by operating activities in 2024 versus 2023
During the year ended December 31, 2024, the Company had payments of principal totaling $0.9 million and borrowings of principal totaling $0.9 million under the Revolving Credit Agreement. As of December 31, 2024, there were no amounts outstanding.
During the year ended December 31, 2023, the Company had payments of principal totaling $104.2 million and borrowings of principal totaling $104.2 million under the Revolving Credit Agreement. As of December 31, 2023, there were no amounts outstanding.
Interest expense under the Revolving Credit Agreement for the years ended December 31, 2024, 2023, and 2022, was approximately $0.8 million, $0.9 million, and $1.7 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expense on the Company’s Consolidated Statements of Operations.
v3.25.0.1
FINANCIAL DERIVATIVE INSTRUMENTS
12 Months Ended
Dec. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
FINANCIAL DERIVATIVE INSTRUMENTS FINANCIAL DERIVATIVE INSTRUMENTS
Commodity Pricing Risk
As of December 31, 2024, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $15.0 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 2025. 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 December 31, 2024 and 2023, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):
Asset / (Liability) Derivatives
Balance Sheet CaptionDecember 31, 2024December 31, 2023
Derivatives designated as hedging instruments
Commodity swap contractsPrepaid expenses and other$163 $1,511 
Commodity swap contractsAccounts payable and Other accrued liabilities(299)(1,045)
Total derivatives designated as hedging instruments$(136)$466 
The following table summarizes the gain or loss recognized in AOCI as of December 31, 2024 and 2023 and the amounts reclassified from AOCI into earnings for the years ended December 31, 2024, 2023, and 2022 (in thousands):
Amount of Gain (Loss) Recognized in
AOCI on Derivatives
(Effective Portion, net of tax)
Location of Gain (Loss) Reclassified from AOCI into Earnings
(Effective Portion)
Amount of Gain (Loss) Reclassified from AOCI into Earnings
Year Ended December 31,
December 31, 2024December 31, 2023202420232022
Derivatives instruments
Commodity swap contracts$(230)$388 Cost of sales$(950)$(3,359)$4,887 
Within next 12 months, the Company expects to reclassify approximately $0.3 million of pretax deferred losses related to the commodity swap contracts from AOCI to cost of sales as inventory purchases are settled.
v3.25.0.1
LEASES
12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
LEASES LEASES
Lessee Activities
The Company records a right-of-use ("ROU") asset and lease liability for substantially all leases for which it is a lessee, in accordance with 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 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 space, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally one 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 upon 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. Leased assets obtained in exchange for new operating lease liabilities during the year ended December 31, 2024 and December 31, 2023 were approximately $13.2 million and $16.6 million, respectively. As of December 31, 2024, obligations related to leases that the Company has executed but have not yet commenced were insignificant.
Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):
ClassificationDecember 31, 2024December 31, 2023
Right-of-Use Assets
OperatingOther assets$36,423 $32,219 
Total leased ROU assets$36,423 $32,219 
Liabilities
Current
OperatingOther accrued liabilities$11,782 $9,049 
Noncurrent
OperatingNon-current liabilities24,641 23,170 
Total lease liabilities$36,423 $32,219 
Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):
ClassificationTwelve Months Ended December 31, 2024Twelve Months Ended December 31, 2023
Operating lease costCost of sales, selling expenses, and general and administrative expense$12,096 $8,869 
Net lease cost$12,096 $8,869 
Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):
Operating LeasesTotal
2025$13,387 $13,387 
202612,293 12,293 
20277,335 7,335 
20283,559 3,559 
20292,112 2,112 
Thereafter1,387 1,387 
Total lease payments$40,073 $40,073 
Less: interest3,650 
Present value of lease payments$36,423 
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:
December 31, 2024December 31, 2023
Weighted average remaining lease term (years)
Operating leases3.53.8
Weighted average discount rate
Operating leases5.38 %4.94 %
Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):
Twelve Months Ended December 31, 2024Twelve Months Ended December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$12,130 $8,866 
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 December 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. We expect to derive an immaterial amount from the underlying assets following the end of the respective lease terms.
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 Consolidated Statements of Operations and is recorded in the P&S operating segment. For the twelve months ended December 31, 2024 and 2023, the Company’s lease income consisted of the following components (in thousands):
Twelve Months Ended December 31, 2024Twelve Months Ended December 31, 2023
Operating lease income
Fixed lease income$2,335 $874 
Variable lease income— — 
Total lease income(1)
$2,335 $874 
—————————
(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 December 31, 2024 (in thousands):
Operating Leases1
2025$2,061 
20262,061 
20271,949 
20281,567 
202999 
Thereafter— 
Total contractual receipts$7,737 
—————————
(1) 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.

The leased trailers are recorded on the Company’s Consolidated Balance Sheets within Other assets at cost, net of accumulated depreciation. Depreciation is recorded using the straightline method over the estimated useful lives of the trailers, which is generally 12 years. Revenue generating assets, net consists of the following (in thousands):
December 31, 2024December 31, 2023
Revenue generating assets$7,457 $5,650 
Less: accumulated depreciation(746)(186)
Revenue generating assets, net$6,711 $5,464 
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 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 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 space, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally one 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 upon 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. Leased assets obtained in exchange for new operating lease liabilities during the year ended December 31, 2024 and December 31, 2023 were approximately $13.2 million and $16.6 million, respectively. As of December 31, 2024, obligations related to leases that the Company has executed but have not yet commenced were insignificant.
Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):
ClassificationDecember 31, 2024December 31, 2023
Right-of-Use Assets
OperatingOther assets$36,423 $32,219 
Total leased ROU assets$36,423 $32,219 
Liabilities
Current
OperatingOther accrued liabilities$11,782 $9,049 
Noncurrent
OperatingNon-current liabilities24,641 23,170 
Total lease liabilities$36,423 $32,219 
Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):
ClassificationTwelve Months Ended December 31, 2024Twelve Months Ended December 31, 2023
Operating lease costCost of sales, selling expenses, and general and administrative expense$12,096 $8,869 
Net lease cost$12,096 $8,869 
Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):
Operating LeasesTotal
2025$13,387 $13,387 
202612,293 12,293 
20277,335 7,335 
20283,559 3,559 
20292,112 2,112 
Thereafter1,387 1,387 
Total lease payments$40,073 $40,073 
Less: interest3,650 
Present value of lease payments$36,423 
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:
December 31, 2024December 31, 2023
Weighted average remaining lease term (years)
Operating leases3.53.8
Weighted average discount rate
Operating leases5.38 %4.94 %
Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):
Twelve Months Ended December 31, 2024Twelve Months Ended December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$12,130 $8,866 
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 December 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. We expect to derive an immaterial amount from the underlying assets following the end of the respective lease terms.
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 Consolidated Statements of Operations and is recorded in the P&S operating segment. For the twelve months ended December 31, 2024 and 2023, the Company’s lease income consisted of the following components (in thousands):
Twelve Months Ended December 31, 2024Twelve Months Ended December 31, 2023
Operating lease income
Fixed lease income$2,335 $874 
Variable lease income— — 
Total lease income(1)
$2,335 $874 
—————————
(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 December 31, 2024 (in thousands):
Operating Leases1
2025$2,061 
20262,061 
20271,949 
20281,567 
202999 
Thereafter— 
Total contractual receipts$7,737 
—————————
(1) 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.

The leased trailers are recorded on the Company’s Consolidated Balance Sheets within Other assets at cost, net of accumulated depreciation. Depreciation is recorded using the straightline method over the estimated useful lives of the trailers, which is generally 12 years. Revenue generating assets, net consists of the following (in thousands):
December 31, 2024December 31, 2023
Revenue generating assets$7,457 $5,650 
Less: accumulated depreciation(746)(186)
Revenue generating assets, net$6,711 $5,464 
v3.25.0.1
FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2024
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.
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 December 31, 2024 and 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)
December 31, 2024
Commodity swap contractsRecurring$(136)$— $(136)$— 
Mutual fundsRecurring$14,447 $14,447 $— $— 
Life-insurance contractsRecurring$22,358 $— $22,358 $— 
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 December 31, 2024 consists of the Senior Notes (see Note 10). 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 fair value of the Senior Notes as of December 31, 2024 and 2023 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 Company’s carrying and estimated fair value of debt at December 31, 2024 and December 31, 2023 were as follows (in thousands):
December 31, 2024December 31, 2023
Fair ValueFair Value
Carrying
Value
Level 1Level 2Level 3Carrying
Value
Level 1Level 2Level 3
Instrument
Senior Notes$397,142 $— $363,385 $— $396,465 $— $361,774 $— 
Revolving Credit Agreement— — — — — — — — 
$397,142 $— $363,385 $— $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 as long-term debt is presented at carrying value, net of any unamortized premium or discount and unamortized deferred financing costs in the consolidated financial statements.
v3.25.0.1
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
a.    Litigation
As of December 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. Accruals for losses have been recorded in accordance with GAAP. Based on the information currently available, 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 as otherwise described 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 Consolidated Statements of Operations.
Legal Matter Estimated Liability
The Company was named as a defendant in California state court in three purported class action lawsuits, alleging wage and hour claims under California-specific employment laws: one that remains pending (“Pending Class Action”), and two which were resolved in the first quarter of 2024 (collectively “Closed Class Action”). The defense of the Closed Class Action lawsuits were 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 was 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 Closed Class Action Matters via settlement for an amount materially consistent with the estimated liability. The settlement proceeds were paid in the first quarter of 2024, and the Company received confirmation on February 20, 2024 that the administrator received the settlement payment. Those matter are now closed.
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. On October 6, 2020, the Company was named as a co-defendant in a lawsuit, Eileen Williams, Elizabeth Perkins, et al. v. Wabash National Corporation, et al., filed in the Circuit Court of the City of St. Louis, Missouri (the “Product Liability Matter”). On September 5, 2024, a jury awarded compensatory damages of $12.0 million and punitive damages of $450 million (the “Award”) against the Company in the Product Liability Matter. On November 22, 2024, applying an offset related to the plaintiff’s settlement with a separate defendant, the Circuit Court entered judgment in the Product Liability Matter consisting of compensatory damages of $11.5 million and punitive damages of $450 million. The case related to a 2019 motor vehicle accident in which a passenger vehicle with an unobstructed view struck the back of a nearly stopped 2004 Wabash trailer that was operated by co-defendant GDS Express Inc. at the time of the accident. The evidence was undisputed that the trailer fully complied with all applicable regulations. Based on the Award, as of December 31, 2024, the Company has recognized an aggregate liability for this matter of $461.5 million included in the Company’s Consolidated Balance Sheet within Other non-current liabilities. The Company believes that the compensatory damages will be covered by the Company’s insurance policies and recorded a $11.5 million receivable included in Other assets in the Company’s Consolidated Balance Sheet as of December 31, 2024.
The Company believes the Award is abnormally high and the verdict is not supported by the facts or the law. Among other things, and despite precedent to the contrary, the jury was prevented from hearing critical evidence in the case, including that the driver’s blood alcohol level was over the legal limit at the time of the accident. The fact that neither the driver nor his passenger was wearing a seatbelt was also kept from the jury, even though plaintiffs argued both would have survived a 55-mile-per-hour collision had the vehicle not broken through the trailer’s rear impact guard. There will be post-trial proceedings before the court enters a final judgment for purpose of appeal, and the Company will be evaluating all available legal options.
The ultimate outcome of such claims and litigation, including the Product Liability Matter, 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.
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 December 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.
b.    Environmental Litigation Commitments and Contingencies
The Company generates and handles certain material, wastes and emissions in the normal course of operations that are subject to various and evolving federal, state and local environmental laws and regulations.
The Company assesses its environmental liabilities on an on-going basis by evaluating currently available facts, existing technology, presently enacted laws and regulations as well as experience in past treatment and remediation efforts. Based on these evaluations, the Company estimates a lower and upper range for treatment and remediation efforts and recognizes a liability for such probable costs based on the information available at the time. As of December 31, 2024, the Company had reserved an insignificant amount for estimated remediation costs for activities at existing and former properties which are recorded within Other accrued liabilities on the Consolidated Balance Sheets.
c.    Letters of Credit
As of December 31, 2024, the Company had standby letters of credit totaling $4.9 million issued in connection with workers compensation claims and surety bonds.
d. Purchase Commitments
The Company had $15.0 million in purchase commitments at December 2024 for various raw material commodities, including aluminum, steel, nickel, and polyethylene, as well as other raw material components which are within normal production requirements.
e.    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 December 31, 2024, the Company’s outstanding chassis converter pool with the manufacturer totaled $57.1 million and has included this financing agreement on the Company’s 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 $3.2 million. Under these agreements, if the chassis is not delivered to a customer within a specified time frame, the Company is required to pay a finance or storage charge on the chassis. Additionally, the Company receives finance support funds from manufacturers when the chassis are assigned into the Company’s chassis pool. Typically, chassis are converted and delivered to customers within 90 days of the receipt of the chassis by the Company.
v3.25.0.1
NET INCOME PER SHARE OF COMMON STOCK
12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
NET INCOME PER SHARE OF COMMON STOCK NET (LOSS) INCOME PER SHARE OF COMMON STOCK
Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined based on the weighted average number of common shares outstanding during the period combined with the incremental average common shares that would have been outstanding assuming the conversion of all potentially dilutive common shares into common shares as of the earliest date possible. The calculation of basic and diluted net (loss) income attributable to common stockholders per share is determined using net (loss) income applicable to common stockholders as the numerator and the number of shares included in the denominator as shown below (in thousands, except per share amounts). Due to the net loss applicable to common stockholders, 548 shares of potentially dilutive securities are not included in diluted weighted average common shares outstanding for the year ended December 31, 2024, because to do so would be antidilutive for this period.
Year Ended December 31,
202420232022
Basic net (loss) income attributable to common stockholders per share:
Net (loss) income attributable to common stockholders$(284,071)$231,252 $112,258 
Weighted average common shares outstanding44,359 47,011 48,626 
Basic net (loss) income attributable to common stockholders per share$(6.40)$4.92 $2.31 
Diluted net (loss) income attributable to common stockholders per share:
Net (loss) income attributable to common stockholders$(284,071)$231,252 $112,258 
Weighted average common shares outstanding44,359 47,011 48,626 
Dilutive stock options and restricted stock— 1,019 1,255 
Diluted weighted average common shares outstanding44,359 48,030 49,881 
Diluted net (loss) income attributable to common stockholders per share$(6.40)$4.81 $2.25 
For the years ended December 31, 2024, 2023, and 2022, there were no options excluded from average diluted shares outstanding as the average market price of the common shares was greater than the exercise price.
v3.25.0.1
STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
On May 18, 2017, the shareholders of the Company approved the 2017 Omnibus Incentive Plan (the “2017 Incentive Plan”) which authorizes 3,150,000 shares for issuance under the plan. Awards granted under the 2017 Incentive Plan may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, other share-based awards, and cash awards to directors, officers, and other eligible employees of the Company.
The Company recognizes all share-based awards to eligible employees based upon their grant date fair value. The Company’s policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. In addition, the Company’s policy is to estimate expected forfeitures on share-based awards. Total stock-based compensation expense was $11.3 million, $11.8 million, and $9.7 million in the years ended December 31, 2024, 2023 and 2022, respectively, and is included in Cost of sales, General and administrative expenses, and Selling expenses within the Consolidated Statements of Operations. The amount of compensation cost related to non-vested restricted stock not yet recognized was approximately $12.8 million at December 31, 2024, for which the weighted average remaining life was approximately 1.7 years. There was no compensation cost related to non-vested stock options not yet recognized at December 31, 2024.
Restricted Stock
Restricted stock awards vest over a period of one to three years and may be based on the achievement of specific financial performance metrics and market conditions. Awards based strictly on time-based vesting and those awards with performance metrics are valued at the market price on 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. Restricted stock awards are generally forfeitable in the event of terminated employment prior to vesting.
A summary of all restricted stock activity during 2024 is as follows:
Number of
Shares
Weighted
Average
Grant Date
Fair Value
Restricted Stock Outstanding at December 31, 20231,320,964 $22.29 
Granted650,221 26.12 
Vested(634,476)19.12 
Forfeited(160,397)25.47 
Restricted Stock Outstanding at December 31, 20241,176,312 $25.60 
During 2024, 2023, and 2022, the Company granted 650,221, 630,445, and 653,492 shares of restricted stock, respectively, with aggregate fair values on the date of grant of approximately $17.0 million, $16.1 million, and $11.9 million, respectively. The total fair value of restricted stock that vested during 2024, 2023, and 2022 was approximately $16.5 million, $25.1 million, and $8.9 million, respectively.
Stock Options
Stock options are awarded with an exercise price equal to the market price of the underlying stock on the date of grant, become fully exercisable three years after the date of grant, and expire ten years after the date of grant. No stock options have been granted by the Company since February 2015.
A summary of all stock option activity during 2024 is as follows:
Number of OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeAggregate
Intrinsic Value
($ in millions)
Options Outstanding at December 31, 20234,083 $14.06 1.0$— 
Exercised(2,000)$13.95 $— 
Forfeited— $— 
Expired— $— 
Options Outstanding at December 31, 20242,083 $14.16 0.1$— 
Options Exercisable at December 31, 20242,083 $14.16 0.1$— 
The total intrinsic value of stock options exercised during 2024, 2023, and 2022 was approximately less than $0.1 million, $0.2 million, and $1.5 million, respectively.
v3.25.0.1
STOCKHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2024
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY 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 December 31, 2024, $124.2 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 $0.01 per share, as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions.
Accumulated Other Comprehensive Income (Loss) (“AOCI”)
Changes in AOCI by component, net of tax, for the years ended December 31, 2024, 2023, and 2022 are summarized as follows (in thousands):
Foreign Currency TranslationDerivative InstrumentsTotal
Balances at December 31, 2021$(1,989)$2,848 $859 
Net unrealized gains (losses) arising during the period(a)
198 1,727 1,925 
Less: Net realized gains (losses) reclassified to net loss(b)
— 3,666 3,666 
Net change during the period198 (1,939)(1,741)
Balances at December 31, 2022(1,791)909 (882)
Net unrealized gains (losses) arising during the period(c)
975 (3,063)(2,088)
Less: Net realized gains (losses) reclassified to net income(d)
— (2,542)(2,542)
Net change during the period975 (521)454 
Balances at December 31, 2023(816)388 (428)
Net unrealized gains (losses) arising during the period(e)
(2,183)(1,328)(3,511)
Less: Net realized gains (losses) reclassified to net income(f)
— (710)(710)
Net change during the period(2,183)(618)(2,801)
Balances at December 31, 2024$(2,999)$(230)$(3,229)
—————————
(a) Derivative instruments net of $0.6 million of tax expense for the year ended December 31, 2022.
(b) Derivative instruments net of $1.2 million of tax expense for the year ended December 31, 2022.
(c) Derivative instruments net of $1.0 million of tax benefit for the year ended December 31, 2023.
(d) Derivative instruments net of $0.8 million of tax benefit for the year ended December 31, 2023.
(e) Derivative instruments net of $0.4 million of tax benefit for the year ended December 31, 2024.
(f) Derivative instruments net of $0.2 million of tax benefit for the year ended December 31, 2024.
v3.25.0.1
EMPLOYEE SAVINGS PLANS
12 Months Ended
Dec. 31, 2024
Employee Savings Plans [Abstract]  
EMPLOYEE SAVINGS PLANS EMPLOYEE SAVINGS PLANS
Substantially all of the Company’s employees are eligible to participate in a defined contribution plan under Section 401(k) of the Internal Revenue Code. The Company also provides a non-qualified defined contribution plan for senior management and certain key employees. Both plans provide for the Company to match, in cash, a percentage of each employee’s contributions up to certain limits. The Company’s matching contribution and related expense for these plans was approximately $8.1 million, $10.1 million, and $9.1 million for 2024, 2023, and 2022, respectively.
v3.25.0.1
INCOME TAXES
12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
(Loss) Income Before Income Taxes
The consolidated (loss) income before income taxes for 2024, 2023, and 2022 consists of the following (in thousands):
Years Ended December 31,
 202420232022
Domestic$(380,944)$291,816 $144,443 
Foreign4,346 2,869 1,992 
Total (loss) income before income taxes$(376,598)$294,685 $146,435 
Income Tax (Benefit) Expense
The consolidated income tax (benefit) expense for 2024, 2023, and 2022 consists of the following components (in thousands):
Years Ended December 31,
 202420232022
Current   
Federal$13,449 $65,797 $34,490 
State4,112 9,322 6,468 
Foreign599 1,170 321 
 18,160 76,289 41,279 
Deferred
Federal(90,460)(14,889)(5,911)
State(21,223)1,430 (1,703)
 (111,683)(13,459)(7,614)
Total consolidated (benefit) expense$(93,523)$62,830 $33,665 
The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands):
Years Ended December 31,
 202420232022
Pretax book (loss) income$(376,598)$294,685 $146,435 
Federal tax (benefit) expense at applicable statutory rate(79,086)61,884 30,751 
State and local income taxes (net of federal benefit)(13,585)9,398 3,669 
Tax credits(228)(9,572)(2,422)
Nondeductible officer compensation (benefit)724 (546)977 
Compensation (benefit) expense(172)(1,563)1,013 
Other(1,176)3,229 (323)
Total income tax (benefit) expense$(93,523)$62,830 $33,665 
Deferred Taxes
The Company’s deferred income taxes are primarily due to temporary differences between financial and income tax reporting for a legal liability, incentive compensation, depreciation of property, plant and equipment, amortization of intangibles, and other accrued liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Companies are required to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available evidence, both positive and negative, using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified.
The Company assesses, on a quarterly basis, the realizability of its deferred tax assets by evaluating all available evidence, both positive and negative, including: (1) the cumulative results of operations in recent years, (2) the nature of recent losses, if applicable, (3) estimates of future taxable income, (4) the length of net operating loss carryforwards (“NOLs”) and (5) the uncertainty associated with a possible change in ownership, which imposes an annual limitation on the use of these carryforwards.
As of December 31, 2024 and 2023, the Company retained a valuation allowance of $0.7 million and $0.7 million, respectively, against deferred tax assets related to various state and local NOLs that are subject to restrictive rules for future utilization.
As of December 31, 2024 and 2023, the Company had no U.S. federal tax NOLs. The Company has various multi-state income tax NOLs aggregating approximately $42.2 million which will expire between 2025 and 2044, if unused.
The components of deferred tax assets and deferred tax liabilities as of December 31, 2024 and 2023 were as follows (in thousands):
December 31,
 20242023
Deferred tax assets  
Tax credits and loss carryforwards$1,792 $2,128 
Accrued liabilities117,569 8,242 
Incentive compensation9,360 8,131 
Operating lease assets8,990 8,102 
Research expenditure amortization21,523 22,160 
Other2,918 2,730 
 162,152 51,493 
Deferred tax liabilities
Property, plant and equipment(21,837)(21,731)
Intangibles(34,493)(32,773)
Operating lease liabilities(8,990)(8,102)
Other(1,495)(5,182)
 (66,815)(67,788)
Net deferred tax asset (liability) before valuation allowances and reserves95,337 (16,295)
Valuation allowances(464)(718)
Net deferred tax asset (liability)$94,873 $(17,013)
Tax Reserves
The Company’s policy with respect to interest and penalties associated with reserves or allowances for uncertain tax positions is to classify such interest and penalties in Income tax (benefit) expense on the Consolidated Statements of Operations. As of December 31, 2024 and 2023, the total amount of unrecognized income tax benefits, which are included in either Other noncurrent liabilities or Deferred income taxes in the Company’s Consolidated Balance Sheets, was approximately $1.5 million and $4.8 million, respectively, including interest and penalties, all of which, if recognized, would impact the effective income tax rate of the Company. The Company’s uncertain tax positions for the current period remained constant and we decreased our prior period uncertain positions by $3.4 million. As of December 31, 2024 and 2023, the Company had recorded a total of $0.5 million and $0.9 million, respectively, of accrued interest and penalties related to uncertain tax positions. The Company expects no significant changes to the facts and circumstances underlying its reserves and allowances for uncertain income tax positions as reasonably possible during the next 12 months. As of December 31, 2024, the Company is subject to unexpired statutes of limitation for U.S. federal income taxes for the years 2020 through 2022. The Company is also subject to unexpired statutes of limitation for Indiana state income taxes for the years 2020 through 2022.
v3.25.0.1
SEGMENTS
12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
SEGMENTS SEGMENTS
Segment Reporting
The Company’s Chief Operating Decision Maker (“CODM”) is comprised of the Chief Executive Officer and the Board of Directors. Based on how the 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 part of the Company’s Acutherm™ portfolio of solutions designed for intelligent thermal management, are also reported in the TS segment. Additionally, the TS segment includes tank trailers and truck-mounted tanks. Finally, truck-mounted dry and refrigerated bodies, as well as service and stake bodies, are also in the TS segment.
Parts & Services (“P&S”): The P&S segment comprises the Company’s Parts and Services business, as well as the Upfitting Solutions and Services business (a component of our Truck Bodies business). Additionally, 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, which we created with our partners as further described in Note 6. Our Trailers as a Service (TaaS)SM initiatives, which combine our market-leading trailer products with emerging capabilities like parts distribution and a growing maintenance and repair network to provide a valuable suite of services to our customers, 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 our Parts and Services offerings continues to be a key strategic initiative for the Company.
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 CODM evaluates performance by considering comparative period and forecast-to-actual variances for these measures monthly. 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):
Transportation SolutionsParts & ServicesCorporate and
Eliminations
Consolidated
2024
Net sales
     External customers$1,747,039 $199,701 $— $1,946,740 
     Intersegment sales8,094 5,361 (13,455)— 
Total net sales1,755,133 205,062 (13,455)1,946,740 
Cost of sales1,537,515 157,608 (13,455)1,681,668 
     Gross profit217,618 47,454 — 265,072 
Other operating expenses (1)
69,341 12,037 539,798 621,176 
     Segment income (loss) from operations148,277 35,417 (539,798)(356,104)
Product liability matter— — 450,000 450,000 
     Consolidated income (loss) from operations$148,277 $35,417 $(89,798)$93,896 
Depreciation and amortization$49,987 $2,681 $4,317 $56,985 
2023
Net sales
     External customers$2,320,274 $216,226 $— $2,536,500 
     Intersegment sales18,330 4,647 (22,977)— 
Total net sales2,338,604 220,873 (22,977)2,536,500 
Cost of sales1,898,740 162,550 (22,977)2,038,313 
     Gross profit439,864 58,323 — 498,187 
Other operating expenses (1)
72,936 13,674 99,628 186,238 
     Consolidated income (loss) from operations$366,928 $44,649 $(99,628)$311,949 
Depreciation and amortization$40,443 $2,201 $2,676 $45,320 
2022
Net sales
     External customers$2,312,637 $189,492 $— $2,502,129 
     Intersegment sales8,277 3,984 (12,261)— 
Total net sales2,320,914 193,476 (12,261)2,502,129 
Cost of sales2,043,072 148,627 (12,261)2,179,438 
     Gross profit277,842 44,849 — 322,691 
Other operating expenses (1)
67,900 14,291 73,858 156,049 
     Consolidated income (loss) from operations$209,942 $30,558 $(73,858)$166,642 
Depreciation and amortization$41,187 $2,717 $3,065 $46,969 
—————————
(1)Other operating expenses include General and administrative expenses, Selling expenses, Amortization of intangible assets and Impairment and other, net.
Customer Concentration
The Company is subject to a concentration of risk as the five largest customers together accounted for approximately 42%, 32%, and 33% of the Company’s aggregate net sales in 2024, 2023, and 2022, respectively. Our largest customer, included as part of the Transportation Solutions segment, accounted for 15% and 12% of our aggregate net sales in 2024 and 2023, respectively. No individual customer accounted for more than 10% of our aggregate net sales in 2022. International sales accounted for less than 10% in each of the last three years.
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 new truck body sales). The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands):
Year ended December 31, 2024Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,335,902 $— $(3,978)$1,331,924 68.4%
Used trailers71 4,012 (71)4,012 0.2%
Components, parts and services— 128,565 — 128,565 6.6%
Equipment and other419,160 72,485 (9,406)482,239 24.8%
Total net external sales$1,755,133 $205,062 $(13,455)$1,946,740 100.0%
Year ended December 31, 2023Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,924,700 $— $(5,901)$1,918,799 75.7%
Used trailers— 4,978 — 4,978 0.2%
Components, parts and services— 148,256 — 148,256 5.8%
Equipment and other413,904 67,639 (17,076)464,467 18.3%
Total net external sales$2,338,604 $220,873 $(22,977)$2,536,500 100.0%
Year ended December 31, 2022Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$2,012,428 $1,722 $(1,286)$2,012,864 80.4%
Used trailers— 2,905 — 2,905 0.1%
Components, parts and services— 139,762 — 139,762 5.6%
Equipment and other308,486 49,087 (10,975)346,598 13.9%
Total net external sales$2,320,914 $193,476 $(12,261)$2,502,129 100.0%
v3.25.0.1
IMPAIRMENT, DIVESTITURES AND SALES OF PROPERTY, PLANT, AND EQUIPMENT
12 Months Ended
Dec. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]  
IMPAIRMENT, DIVESTITURES AND SALES OF PROPERTY, PLANT, AND EQUIPMENT IMPAIRMENT, DIVESTITURES, AND SALES OF PROPERTY, PLANT, AND EQUIPMENT
In 2024, the Company engaged in several transactions involving property, plant, and equipment. During the fourth quarter, the Company sold property, plant, and equipment with proceeds totaling approximately $1.6 million, recognizing a gain on the sale of approximately $0.5 million. During the third quarter, the Company sold property, plant, and equipment assets with proceeds totaling approximately $2.8 million, recognizing a nominal net gain on the sale. Finally, during the second quarter of 2024, the Company impaired approximately $1.0 million due to a construction-in-progress project that was no longer expected to be completed.
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 impairments and gains on sale of assets are included in Impairment and other, net in the Consolidated Statements of Operations.
v3.25.0.1
CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)
12 Months Ended
Dec. 31, 2024
Quarterly Financial Data [Abstract]  
CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of the unaudited quarterly results of operations for fiscal years 2024, 2023, and 2022 (dollars in thousands, except per share amounts):
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
2024
Net sales$515,276 $550,610 $464,040 $416,814 
Gross profit$76,446 $89,658 $56,009 $42,959 
Net income (loss) attributable to common stockholders$18,167 $28,958 $(330,166)$(1,030)
Basic net income (loss) attributable to common stockholders per share(1)
$0.40 $0.65 $(7.53)$(0.02)
Diluted net income (loss) attributable to common stockholders per share(1)
$0.39 $0.64 $(7.53)$(0.02)
2023
Net sales$620,952 $686,620 $632,828 $596,100 
Gross profit$116,027 $151,027 $122,910 $108,223 
Net income attributable to common stockholders$51,213 $74,328 $55,329 $50,382 
Basic net income attributable to common stockholders per share(1)
$1.07 $1.57 $1.18 $1.10 
Diluted net income attributable to common stockholders per share(1)
$1.04 $1.54 $1.16 $1.07 
2022
Net sales$546,761 $642,769 $655,150 $657,449 
Gross profit$58,055 $78,034 $92,005 $94,597 
Net income attributable to common stockholders$12,074 $22,552 $36,170 $41,462 
Basic net income attributable to common stockholders per share(1)
$0.25 $0.46 $0.75 $0.86 
Diluted net income attributable to common stockholders per share(1)
$0.24 $0.46 $0.73 $0.84 
—————————
(1)Basic and diluted net income (loss) attributable to common stockholders per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income (loss) attributable to common stockholders per share may differ from annual net income (loss) attributable to common stockholders per share due to rounding.
v3.25.0.1
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTSOn February 3, 2025, the Company acquired substantially all of the assets and certain of the liabilities of TrailerHawk.ai LLC, a Delaware limited liability company from Loadsmith Holding Corporation for an initial purchase price of $2.5 million plus the release of $3 million and all accrued unpaid interest on the convertible promissory notes. The acquisition includes a purchase price adjustment clause that provides for the possibility of additional earnout payments of up to $15 million over a period of seven years after the closing date of the transaction.
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure                              
Net income (loss) for the year $ (1,030) $ (330,166) $ 28,958 $ 18,167 $ 50,382 $ 55,329 $ 74,328 $ 51,213 $ 41,462 $ 36,170 $ 22,552 $ 12,074 $ (284,071) $ 231,252 $ 112,258
v3.25.0.1
Insider Trading Arrangements
3 Months Ended 12 Months Ended
Dec. 31, 2024
shares
Dec. 31, 2024
shares
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
Michael N. Pettit [Member]    
Trading Arrangements, by Individual    
Name Michael N. Pettit  
Title Senior Vice President, Chief Growth Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date Adoption  
Expiration Date 6/13/2025  
Arrangement Duration 242 days  
M. Kristin Glazner [Member]    
Trading Arrangements, by Individual    
Name M. Kristin Glazner  
Title Senior Vice President, Chief Administrative Officer, Corporate Secretary  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date Adoption  
Expiration Date 12/31/2025  
Arrangement Duration 384 days  
Aggregate Available 25,000 25,000
Kevin J. Page [Member]    
Trading Arrangements, by Individual    
Name Kevin J. Page  
Title Senior Advisor  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date Adoption  
Expiration Date 12/31/2025  
Arrangement Duration 384 days  
Aggregate Available 22,261 22,261
Michael N. Pettit Rule Trading Arrangement, Common Stock [Member] | Michael N. Pettit [Member]    
Trading Arrangements, by Individual    
Aggregate Available 50,963 50,963
Michael N. Pettit Rule Trading Arrangement, RSUs [Member] | Michael N. Pettit [Member]    
Trading Arrangements, by Individual    
Aggregate Available 4,037 4,037
v3.25.0.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.0.1
Cybersecurity Risk Management and Strategy Disclosure
12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
The Company’s Board of Directors (the “Board”) recognizes the critical importance of maintaining the trust and confidence of our customers, clients, business partners and employees. The Board is actively involved in oversight of the Company’s risk management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). The Company’s cybersecurity policies, standards, processes, and practices are aligned with the National Institute of Standards and Technology Cybersecurity Framework and are fully integrated into the Company’s ERM program. In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that the Company collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Risk Management and Strategy
As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas:
Governance: The Board’s oversight of cybersecurity risk management is supported by the Audit Committee of the Board, which regularly interacts with the Company’s General Counsel, ERM committee, the Sr. Director, IT and executive leadership. The ERM committee is a cross-functional team of high-level leaders that meet at least quarterly to anticipate, identify, prioritize and manage material risks to the Company’s strategic objectives. It conducts an extensive bi-annual survey and interview process to identify the material risks and continues to monitor for any emerging material risks between surveys. The ERM committee reports on its findings and activities twice annually to the Audit Committee of the Board. The Company conducts a self-assessment on an annual basis to evaluate performance against the National Institute of Standards and Technology Cybersecurity Framework’s categories and subcategories to help the Company adapt and improve its management of cybersecurity risks.
Collaborative Approach: The Company has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures, including an incident response team, that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. Senior leadership also briefs the Board on information security matters with quarterly updates.
Technical Safeguards: The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, like artificial intelligence platforms with an array of technologies, extensive encryption, firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. The Company’s cybersecurity controls are incorporated into our internal control environment, managed and tested in accordance with the Sarbanes-Oxley Act. When a weakness in the Company’s technical safeguards is identified, the Company works to mitigate and prevent exploitation of the Company’s information.
Incident Response Planning: The Company has developed a comprehensive incident response plan. This plan outlines specific protocols for identifying, containing and eradicating cybersecurity incidents and threats to minimize their impact on our operations and stakeholders. A dedicated internal incident response team is responsible for executing this plan. The plan is regularly tested and updated to address evolving threats and industry best practices. Additionally, the Company works with relevant authorities and third-party specialists, as needed, to enhance cybersecurity threat response capabilities. The Company also has a cybersecurity risk insurance policy.
Third-Party Risk Management: The Company leverages third parties that support various operational and technical functions, some of which require limited access to internal systems and data. The Company has implemented a comprehensive third-party risk management program that includes vendor assessments, contractual requirements and ongoing third-party monitoring to mitigate these risks and ensure compliance with security policies and industry standards. All third-party access is protected and managed by the same security controls, processes and policies used by the Company for internal accounts.
Education and Awareness: The Company employs a variety of security-focused training/awareness practices to equip the Company’s personnel with effective tools to address cybersecurity threats. Information Technology (“IT”) and cybersecurity-based training is performed during employee on-boarding to communicate the Company’s evolving information security policies, standards, processes and practices. Additional personnel training occurs on an ongoing basis. The Company also regularly conducts tabletop exercises for security scenarios, including both leadership-focused exercises and IT-driven exercises. Phishing simulations are performed on a monthly basis and Company-wide notifications and/or cyber awareness messages are sent on an as-needed basis.
The Audit Committee also surveys data and factors that impact costs and incident response efforts.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block]
The Company’s Board of Directors (the “Board”) recognizes the critical importance of maintaining the trust and confidence of our customers, clients, business partners and employees. The Board is actively involved in oversight of the Company’s risk management program, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). The Company’s cybersecurity policies, standards, processes, and practices are aligned with the National Institute of Standards and Technology Cybersecurity Framework and are fully integrated into the Company’s ERM program. In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that the Company collects and stores by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
The Board, in coordination with the Audit Committee, oversees the Company’s ERM process, including the management of risks arising from cybersecurity threats. The Board and the Audit Committee each receive regular presentations and reports on cybersecurity risks from the Sr. Director, IT. The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. The Board and the Audit Committee regularly discuss topics that include regulatory compliance, incident response and data privacy and on at least an annual basis, discuss the Company’s approach to cybersecurity risk management with members of management.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]
The Board, in coordination with the Audit Committee, oversees the Company’s ERM process, including the management of risks arising from cybersecurity threats. The Board and the Audit Committee each receive regular presentations and reports on cybersecurity risks from the Sr. Director, IT. The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. The Board and the Audit Committee regularly discuss topics that include regulatory compliance, incident response and data privacy and on at least an annual basis, discuss the Company’s approach to cybersecurity risk management with members of management.
The Sr. Director, IT, in coordination with management, works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response plans. Risks are evaluated with cross functional input using external guidance, risk matrices, governmental guidelines, and other cybersecurity best practices. This evaluation is shared with executive leadership via the ERM committee and through regular updates provided by the Sr. Director, IT.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]
The Sr. Director, IT, in coordination with management, works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response plans. Risks are evaluated with cross functional input using external guidance, risk matrices, governmental guidelines, and other cybersecurity best practices. This evaluation is shared with executive leadership via the ERM committee and through regular updates provided by the Sr. Director, IT.
To facilitate the success of the Company’s cybersecurity risk management program, multidisciplinary processes and controls are in place to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with the ERM committee and the cybersecurity team, management monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and reports such threats and incidents to the Audit Committee when appropriate.
Cybersecurity Risk Role of Management [Text Block]
To facilitate the success of the Company’s cybersecurity risk management program, multidisciplinary processes and controls are in place to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with the ERM committee and the cybersecurity team, management monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and reports such threats and incidents to the Audit Committee when appropriate.
The Sr. Director, IT holds a chief information security officer certification from Heinze College at Carnegie Mellon and has over 15 years of cybersecurity experience.
The Company has not experienced a material information security breach in the last three years.
The Company has not experienced a material third-party information security breach.
Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company, including its business strategy, results of operations or financial condition. For a discussion of whether and how any risks from cybersecurity threats are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition, refer to Part I, Item 1A, “Risk Factors” - “We rely significantly on information technology to support our operations and if we are unable to protect against service interruptions or security breaches, it could have a material adverse effect on our business, financial condition, cash flows and results of operations,” which is incorporated by reference into this Item 1C.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]
The Sr. Director, IT, in coordination with management, works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response plans. Risks are evaluated with cross functional input using external guidance, risk matrices, governmental guidelines, and other cybersecurity best practices. This evaluation is shared with executive leadership via the ERM committee and through regular updates provided by the Sr. Director, IT.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]
The Sr. Director, IT holds a chief information security officer certification from Heinze College at Carnegie Mellon and has over 15 years of cybersecurity experience.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]
The Board, in coordination with the Audit Committee, oversees the Company’s ERM process, including the management of risks arising from cybersecurity threats. The Board and the Audit Committee each receive regular presentations and reports on cybersecurity risks from the Sr. Director, IT. The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. The Board and the Audit Committee regularly discuss topics that include regulatory compliance, incident response and data privacy and on at least an annual basis, discuss the Company’s approach to cybersecurity risk management with members of management.
The Sr. Director, IT, in coordination with management, works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response plans. Risks are evaluated with cross functional input using external guidance, risk matrices, governmental guidelines, and other cybersecurity best practices. This evaluation is shared with executive leadership via the ERM committee and through regular updates provided by the Sr. Director, IT.
To facilitate the success of the Company’s cybersecurity risk management program, multidisciplinary processes and controls are in place to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with the ERM committee and the cybersecurity team, management monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and reports such threats and incidents to the Audit Committee when appropriate.
The Sr. Director, IT holds a chief information security officer certification from Heinze College at Carnegie Mellon and has over 15 years of cybersecurity experience.
The Company has not experienced a material information security breach in the last three years.
The Company has not experienced a material third-party information security breach.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] false
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Consolidation The consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany profits, transactions, and balances have been eliminated in consolidation.
Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation.
Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that directly affect the amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from these estimates.
Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the time of purchase.
Accounts Receivable Accounts receivable are shown net of expected losses and primarily include trade receivables. The Company records expected losses for customers based upon a variety of factors including the Company’s historical collection experience, the length of time the account has been outstanding, and the financial condition of the customer. If the circumstances related to specific customers were to change, the Company’s estimates of expected losses with respect to the collectability of the related accounts could be further adjusted. The Company’s policy is to write-off receivables when they are determined to be uncollectible. Expected losses are charged to General and administrative expenses and Selling expenses in the Consolidated Statements of Operations.
Inventories Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. The cost of manufactured inventory includes raw material, labor and overhead.
Prepaid Expenses and Other 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. As further described in Note 11, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. Other items primarily consist of investments held by the Company’s captive insurance subsidiary and other various prepaid and other assets.
Property, Plant and Equipment Property, plant, and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred, while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvements and range from three to ten years for machinery and equipment.
Goodwill Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. The Company reviews goodwill for impairment, at the reporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its carrying value may not be recoverable. In accordance with ASC 350, Intangibles - Goodwill and Other, goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative process.
The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test, which is the option the Company has historically chosen.
For reporting units in which the Company performs the quantitative analysis, the Company compares the carrying value, including goodwill, of each reporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, the difference is recognized as an impairment loss charged to the reporting unit. After an impairment loss is recognized, the adjusted carrying amount of goodwill shall be its new accounting basis.
As of December 31, 2024, goodwill allocated to the Transportation Solutions (“TS”) and Parts & Services (“P&S”) segments was approximately $120.5 million and $67.9 million, respectively.
Long-Lived Assets Long-lived assets, consisting primarily of intangible assets and property, plant, and equipment, are reviewed for impairment whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. Fair value is determined based upon discounted cash flows or appraisals as appropriate.
Other Assets The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three to seven years.
Warranties The Company offers a limited warranty for its products with a coverage period that ranges between one and five years, except that the coverage period for DuraPlate® trailer panels is ten years. The Company passes through component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale.
Self Insured Liabilities The Company is self-insured up to specified limits for medical and workers’ compensation coverage. The self-insurance reserves have been recorded to reflect the undiscounted estimated liabilities, including claims incurred but not reported, as well as catastrophic claims as appropriate.
Income Taxes The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realize the value of these assets.
The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements.
Used Trailer Trade Commitments The Company may accept trade-in of used trailers when a customer enters into a contract to purchase a new trailer. However, in the contracts for the sale of the new trailers, there is no commitment to repurchase that trailer or a similar trailer in the future. The Company had no and $0.5 million outstanding trade commitments as of December 31, 2024 and December 31, 2023, respectively. On occasion, the amount of the trade allowance provided for in the used trailer commitments, or cost, may exceed the net realizable value of the underlying used trailer. In these instances, the Company’s policy is to recognize the loss related to these commitments at the time the new trailer revenue is recognized. Net realizable value of used trailers is measured considering market sales data for comparable types of trailers.
Concentration of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, and customer receivables. We place our cash and cash equivalents with high quality financial institutions. Generally, we do not require collateral or other security to support customer receivables.
Research and Development Research and development expenses are charged to Cost of sales and General and administrative expenses
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. These improvements allow financial statement users to better understand the components of a segment's profit or loss and 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. The Company adopted this standard beginning with the current 10-K reported at December 31, 2024.
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.
In November 2024, the FASB issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the consolidated financial statements. The effective date of this ASU is for annual periods beginning after December 15, 2026. The Company is evaluating the effect this guidance will have on the consolidated financial statements.
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 are included in Cost of sales in the 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 it as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense.
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 9. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product.
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Changes in the Allowance for Doubtful Accounts The following table presents the changes in expected losses (in thousands):
Years ended December 31,
202420232022
Balance at beginning of year$1,079 $428 $429 
Expected losses381 651 179 
Write-offs, net of recoveries(58)— (180)
Balance at end of year$1,402 $1,079 $428 
Prepaid Expenses and Other Current Assets Prepaid expenses and other as of December 31, 2024 and 2023 consists of the following (in thousands):
December 31,
20242023
Chassis converter pool agreements$57,109 $27,312 
Income tax receivables10,269 11,840 
Insurance premiums & maintenance/subscription agreements5,595 5,899 
Commodity swap contracts163 1,511 
All other3,097 4,895 
$76,233 $51,457 
Schedule of Product Warranty Liability
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 
Provision and revisions to estimates2,581 3,716 
Payments(6,909)(4,491)
Balance as of December 31$16,958 $21,286 
Changes in the Self-Insurance Accrual Included in Other Accrued Liabilities
The following table presents the changes in the self-insurance accrual included in Other accrued liabilities (in thousands):
20242023
Balance as of January 1$11,311 $10,718 
Expense40,511 39,890 
Payments(39,624)(39,297)
Balance as of December 31$12,198 $11,311 
v3.25.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
For the years ended December 31, 2024, 2023, and 2022, the changes in the carrying amounts of goodwill 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 at 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 20 12 32 
Balance as of December 31, 2024
Goodwill188,763 108,078 296,841 
   Accumulated impairment losses(68,257)(40,143)(108,400)
Net balance as of December 31, 2024$120,506 $67,935 $188,441 
Schedule of Finite-Lived Intangible Assets
As of December 31, 2024, the balances of intangible assets, other than goodwill, were as follows (in thousands):
Weighted Average
Amortization Period
Gross Intangible
Assets
Accumulated
Amortization
Net Intangible
Assets
Customer relationships13 years$270,016 $(195,571)$74,445 
Technology12 years11,708 (11,708)— 
Total$281,724 $(207,279)$74,445 
As of December 31, 2023, the balances of intangible assets, other than goodwill, were as follows (in thousands):
Weighted Average
Amortization Period
Gross Intangible
Assets
Accumulated
Amortization
Net Intangible
Assets
Customer relationships13 years$270,016 $(183,923)$86,093 
Technology12 years11,708 (11,383)325 
Total$281,724 $(195,306)$86,418 
v3.25.0.1
NONCONTROLLING INTEREST, VARIABLE INTEREST ENTITIES (“VIEs”) AND INVESTMENTS (Tables)
12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Equity Method Investments
Amounts recorded related to Linq are as follows (in thousands):
December 31,
2024
December 31,
2023
Balance at January 1$1,647 $— 
Loss from unconsolidated entity(1,486)— 
Balance at March 31161 — 
Loss from unconsolidated entity(1,415)— 
Equity deficit applied to note (1)
1,254 — 
Balance at June 30— — 
Loss from unconsolidated entity(1,676)— 
Equity deficit applied to note (1)
1,676 — 
Balance at September 30— — 
Initial investment in unconsolidated entity— 2,450 
Loss from unconsolidated entity(1,512)(803)
Equity deficit applied to note (1)
1,512 — 
Balance at December 31$— $1,647 
(1) As the Company is not required to advance additional funds to Linq, excess losses beyond its initial investment have been recorded against the basis of its other investments in Linq, which is comprised of the loan receivable for amounts borrowed under the Wabash Notes.
Schedule of Variable Interest Entities
The following table presents the assets and liabilities of the WP VIE consolidated on the Company’s Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 (in thousands):
December 31,
2024
December 31,
2023
Assets
Current assets:
Cash and cash equivalents$4,131 $3,020 
Accounts receivable, net2,013 1,540 
Inventories, net30 85 
Prepaid expenses and other68 
Total current assets6,181 4,713 
Property, plant, and equipment, net— — 
Other assets277 543 
Total assets$6,458 $5,256 
Liabilities
Current liabilities:
Accounts payable$4,437 $4,024 
Other accrued liabilities29 26 
Total current liabilities4,466 4,050 
Other non-current liabilities— — 
Total liabilities$4,466 $4,050 
Schedule Of Noncontrolling Interest Activity
The following table is a rollforward of activities in the Company’s noncontrolling interest (in thousands):
202420232022
Balance at January 1$603 $512 $— 
Net income attributable to noncontrolling interest996 603 512 
Other comprehensive income (loss)— — — 
Distributions declared to noncontrolling interest(603)(512)— 
Balance at December 31$996 $603 $512 
v3.25.0.1
INVENTORIES (Tables)
12 Months Ended
Dec. 31, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventory, Current
Inventories, net of reserves, consist of the following (in thousands):
December 31,
20242023
Raw materials and components$134,975 $156,314 
Finished goods92,662 86,586 
Work in progress15,984 14,102 
Used trailers7,514 3,370 
Aftermarket parts7,690 7,263 
$258,825 $267,635 
v3.25.0.1
PROPERTY, PLANT AND EQUIPMENT (Tables)
12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment
Property, plant, and equipment, net consist of the following (in thousands):
December 31,
20242023
Land$41,676 $42,494 
Buildings and building improvements167,384 159,046 
Machinery and equipment484,390 416,477 
Construction in progress25,098 52,417 
718,548 670,434 
Less: accumulated depreciation(379,301)(344,990)
$339,247 $325,444 
v3.25.0.1
OTHER ACCRUED LIABILITIES (Tables)
12 Months Ended
Dec. 31, 2024
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities
The following table presents the major components of Other accrued liabilities (in thousands):
December 31,
20242023
Customer deposits$31,029 $45,586 
Chassis converter pool agreements57,109 27,312 
Warranty16,958 21,286 
Payroll and related taxes12,931 40,265 
Self-insurance12,198 11,311 
Accrued interest3,818 3,817 
Operating lease obligations11,782 9,049 
Accrued taxes6,572 24,662 
All other9,274 12,313 
$161,671 $195,601 
v3.25.0.1
LONG-TERM DEBT (Tables)
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Long-Term Debt
Long-term debt consists of the following (in thousands):
December 31, 2024December 31, 2023
Senior Notes$400,000 $400,000 
Revolving Credit Agreement— — 
400,000 400,000 
Less: unamortized discount and fees(2,858)(3,535)
Less: current portion— — 
$397,142 $396,465 
v3.25.0.1
FINANCIAL DERIVATIVE INSTRUMENTS (Tables)
12 Months Ended
Dec. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value
As of December 31, 2024 and 2023, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):
Asset / (Liability) Derivatives
Balance Sheet CaptionDecember 31, 2024December 31, 2023
Derivatives designated as hedging instruments
Commodity swap contractsPrepaid expenses and other$163 $1,511 
Commodity swap contractsAccounts payable and Other accrued liabilities(299)(1,045)
Total derivatives designated as hedging instruments$(136)$466 
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)
The following table summarizes the gain or loss recognized in AOCI as of December 31, 2024 and 2023 and the amounts reclassified from AOCI into earnings for the years ended December 31, 2024, 2023, and 2022 (in thousands):
Amount of Gain (Loss) Recognized in
AOCI on Derivatives
(Effective Portion, net of tax)
Location of Gain (Loss) Reclassified from AOCI into Earnings
(Effective Portion)
Amount of Gain (Loss) Reclassified from AOCI into Earnings
Year Ended December 31,
December 31, 2024December 31, 2023202420232022
Derivatives instruments
Commodity swap contracts$(230)$388 Cost of sales$(950)$(3,359)$4,887 
v3.25.0.1
LEASES (Tables)
12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Assets and Liabilities, Lessee
Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):
ClassificationDecember 31, 2024December 31, 2023
Right-of-Use Assets
OperatingOther assets$36,423 $32,219 
Total leased ROU assets$36,423 $32,219 
Liabilities
Current
OperatingOther accrued liabilities$11,782 $9,049 
Noncurrent
OperatingNon-current liabilities24,641 23,170 
Total lease liabilities$36,423 $32,219 
Lease, Cost
Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):
ClassificationTwelve Months Ended December 31, 2024Twelve Months Ended December 31, 2023
Operating lease costCost of sales, selling expenses, and general and administrative expense$12,096 $8,869 
Net lease cost$12,096 $8,869 
Remaining lease term and discount rates are as follows:
December 31, 2024December 31, 2023
Weighted average remaining lease term (years)
Operating leases3.53.8
Weighted average discount rate
Operating leases5.38 %4.94 %
Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):
Twelve Months Ended December 31, 2024Twelve Months Ended December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$12,130 $8,866 
Operating Lease, Liability, Maturity
Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):
Operating LeasesTotal
2025$13,387 $13,387 
202612,293 12,293 
20277,335 7,335 
20283,559 3,559 
20292,112 2,112 
Thereafter1,387 1,387 
Total lease payments$40,073 $40,073 
Less: interest3,650 
Present value of lease payments$36,423 
Finance Lease, Liability, Maturity
Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):
Operating LeasesTotal
2025$13,387 $13,387 
202612,293 12,293 
20277,335 7,335 
20283,559 3,559 
20292,112 2,112 
Thereafter1,387 1,387 
Total lease payments$40,073 $40,073 
Less: interest3,650 
Present value of lease payments$36,423 
Operating Lease, Lease Income
Lease income is included in Net sales on the Company’s Consolidated Statements of Operations and is recorded in the P&S operating segment. For the twelve months ended December 31, 2024 and 2023, the Company’s lease income consisted of the following components (in thousands):
Twelve Months Ended December 31, 2024Twelve Months Ended December 31, 2023
Operating lease income
Fixed lease income$2,335 $874 
Variable lease income— — 
Total lease income(1)
$2,335 $874 
—————————
(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 December 31, 2024 (in thousands):
Operating Leases1
2025$2,061 
20262,061 
20271,949 
20281,567 
202999 
Thereafter— 
Total contractual receipts$7,737 
—————————
(1) 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.
Carrying Value of Assets Subject to Leases
The leased trailers are recorded on the Company’s Consolidated Balance Sheets within Other assets at cost, net of accumulated depreciation. Depreciation is recorded using the straightline method over the estimated useful lives of the trailers, which is generally 12 years. Revenue generating assets, net consists of the following (in thousands):
December 31, 2024December 31, 2023
Revenue generating assets$7,457 $5,650 
Less: accumulated depreciation(746)(186)
Revenue generating assets, net$6,711 $5,464 
v3.25.0.1
FAIR VALUE MEASUREMENTS (Tables)
12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value, Assets and Liabilities Measured on Recurring Basis
Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023 are shown below (in thousands):
FrequencyAsset / (Liability)Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
December 31, 2024
Commodity swap contractsRecurring$(136)$— $(136)$— 
Mutual fundsRecurring$14,447 $14,447 $— $— 
Life-insurance contractsRecurring$22,358 $— $22,358 $— 
December 31, 2023
Commodity swap contractsRecurring$466 $— $466 $— 
Mutual fundsRecurring$11,735 $11,735 $— $— 
Life-insurance contractsRecurring$18,510 $— $18,510 $— 
Fair Value, Liabilities Measured on Recurring Basis
The Company’s carrying and estimated fair value of debt at December 31, 2024 and December 31, 2023 were as follows (in thousands):
December 31, 2024December 31, 2023
Fair ValueFair Value
Carrying
Value
Level 1Level 2Level 3Carrying
Value
Level 1Level 2Level 3
Instrument
Senior Notes$397,142 $— $363,385 $— $396,465 $— $361,774 $— 
Revolving Credit Agreement— — — — — — — — 
$397,142 $— $363,385 $— $396,465 $— $361,774 $— 
v3.25.0.1
NET INCOME PER SHARE OF COMMON STOCK (Tables)
12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
Year Ended December 31,
202420232022
Basic net (loss) income attributable to common stockholders per share:
Net (loss) income attributable to common stockholders$(284,071)$231,252 $112,258 
Weighted average common shares outstanding44,359 47,011 48,626 
Basic net (loss) income attributable to common stockholders per share$(6.40)$4.92 $2.31 
Diluted net (loss) income attributable to common stockholders per share:
Net (loss) income attributable to common stockholders$(284,071)$231,252 $112,258 
Weighted average common shares outstanding44,359 47,011 48,626 
Dilutive stock options and restricted stock— 1,019 1,255 
Diluted weighted average common shares outstanding44,359 48,030 49,881 
Diluted net (loss) income attributable to common stockholders per share$(6.40)$4.81 $2.25 
v3.25.0.1
STOCK-BASED COMPENSATION (Tables)
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
A summary of all restricted stock activity during 2024 is as follows:
Number of
Shares
Weighted
Average
Grant Date
Fair Value
Restricted Stock Outstanding at December 31, 20231,320,964 $22.29 
Granted650,221 26.12 
Vested(634,476)19.12 
Forfeited(160,397)25.47 
Restricted Stock Outstanding at December 31, 20241,176,312 $25.60 
Schedule of Share-based Compensation, Stock Options, Activity
A summary of all stock option activity during 2024 is as follows:
Number of OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeAggregate
Intrinsic Value
($ in millions)
Options Outstanding at December 31, 20234,083 $14.06 1.0$— 
Exercised(2,000)$13.95 $— 
Forfeited— $— 
Expired— $— 
Options Outstanding at December 31, 20242,083 $14.16 0.1$— 
Options Exercisable at December 31, 20242,083 $14.16 0.1$— 
v3.25.0.1
STOCKHOLDERS' EQUITY (Tables)
12 Months Ended
Dec. 31, 2024
Stockholders' Equity Note [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss)
Changes in AOCI by component, net of tax, for the years ended December 31, 2024, 2023, and 2022 are summarized as follows (in thousands):
Foreign Currency TranslationDerivative InstrumentsTotal
Balances at December 31, 2021$(1,989)$2,848 $859 
Net unrealized gains (losses) arising during the period(a)
198 1,727 1,925 
Less: Net realized gains (losses) reclassified to net loss(b)
— 3,666 3,666 
Net change during the period198 (1,939)(1,741)
Balances at December 31, 2022(1,791)909 (882)
Net unrealized gains (losses) arising during the period(c)
975 (3,063)(2,088)
Less: Net realized gains (losses) reclassified to net income(d)
— (2,542)(2,542)
Net change during the period975 (521)454 
Balances at December 31, 2023(816)388 (428)
Net unrealized gains (losses) arising during the period(e)
(2,183)(1,328)(3,511)
Less: Net realized gains (losses) reclassified to net income(f)
— (710)(710)
Net change during the period(2,183)(618)(2,801)
Balances at December 31, 2024$(2,999)$(230)$(3,229)
—————————
(a) Derivative instruments net of $0.6 million of tax expense for the year ended December 31, 2022.
(b) Derivative instruments net of $1.2 million of tax expense for the year ended December 31, 2022.
(c) Derivative instruments net of $1.0 million of tax benefit for the year ended December 31, 2023.
(d) Derivative instruments net of $0.8 million of tax benefit for the year ended December 31, 2023.
(e) Derivative instruments net of $0.4 million of tax benefit for the year ended December 31, 2024.
(f) Derivative instruments net of $0.2 million of tax benefit for the year ended December 31, 2024.
v3.25.0.1
INCOME TAXES (Tables)
12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of (Loss) Income before Income Tax, Domestic and Foreign
The consolidated (loss) income before income taxes for 2024, 2023, and 2022 consists of the following (in thousands):
Years Ended December 31,
 202420232022
Domestic$(380,944)$291,816 $144,443 
Foreign4,346 2,869 1,992 
Total (loss) income before income taxes$(376,598)$294,685 $146,435 
Schedule of Components of Income Tax (Benefit) Expense
The consolidated income tax (benefit) expense for 2024, 2023, and 2022 consists of the following components (in thousands):
Years Ended December 31,
 202420232022
Current   
Federal$13,449 $65,797 $34,490 
State4,112 9,322 6,468 
Foreign599 1,170 321 
 18,160 76,289 41,279 
Deferred
Federal(90,460)(14,889)(5,911)
State(21,223)1,430 (1,703)
 (111,683)(13,459)(7,614)
Total consolidated (benefit) expense$(93,523)$62,830 $33,665 
Schedule of Effective Income Tax Rate Reconciliation
The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands):
Years Ended December 31,
 202420232022
Pretax book (loss) income$(376,598)$294,685 $146,435 
Federal tax (benefit) expense at applicable statutory rate(79,086)61,884 30,751 
State and local income taxes (net of federal benefit)(13,585)9,398 3,669 
Tax credits(228)(9,572)(2,422)
Nondeductible officer compensation (benefit)724 (546)977 
Compensation (benefit) expense(172)(1,563)1,013 
Other(1,176)3,229 (323)
Total income tax (benefit) expense$(93,523)$62,830 $33,665 
Schedule of Deferred Tax Assets and Liabilities
The components of deferred tax assets and deferred tax liabilities as of December 31, 2024 and 2023 were as follows (in thousands):
December 31,
 20242023
Deferred tax assets  
Tax credits and loss carryforwards$1,792 $2,128 
Accrued liabilities117,569 8,242 
Incentive compensation9,360 8,131 
Operating lease assets8,990 8,102 
Research expenditure amortization21,523 22,160 
Other2,918 2,730 
 162,152 51,493 
Deferred tax liabilities
Property, plant and equipment(21,837)(21,731)
Intangibles(34,493)(32,773)
Operating lease liabilities(8,990)(8,102)
Other(1,495)(5,182)
 (66,815)(67,788)
Net deferred tax asset (liability) before valuation allowances and reserves95,337 (16,295)
Valuation allowances(464)(718)
Net deferred tax asset (liability)$94,873 $(17,013)
v3.25.0.1
SEGMENTS (Tables)
12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Reportable Segment Information
Reportable segment information is as follows (in thousands):
Transportation SolutionsParts & ServicesCorporate and
Eliminations
Consolidated
2024
Net sales
     External customers$1,747,039 $199,701 $— $1,946,740 
     Intersegment sales8,094 5,361 (13,455)— 
Total net sales1,755,133 205,062 (13,455)1,946,740 
Cost of sales1,537,515 157,608 (13,455)1,681,668 
     Gross profit217,618 47,454 — 265,072 
Other operating expenses (1)
69,341 12,037 539,798 621,176 
     Segment income (loss) from operations148,277 35,417 (539,798)(356,104)
Product liability matter— — 450,000 450,000 
     Consolidated income (loss) from operations$148,277 $35,417 $(89,798)$93,896 
Depreciation and amortization$49,987 $2,681 $4,317 $56,985 
2023
Net sales
     External customers$2,320,274 $216,226 $— $2,536,500 
     Intersegment sales18,330 4,647 (22,977)— 
Total net sales2,338,604 220,873 (22,977)2,536,500 
Cost of sales1,898,740 162,550 (22,977)2,038,313 
     Gross profit439,864 58,323 — 498,187 
Other operating expenses (1)
72,936 13,674 99,628 186,238 
     Consolidated income (loss) from operations$366,928 $44,649 $(99,628)$311,949 
Depreciation and amortization$40,443 $2,201 $2,676 $45,320 
2022
Net sales
     External customers$2,312,637 $189,492 $— $2,502,129 
     Intersegment sales8,277 3,984 (12,261)— 
Total net sales2,320,914 193,476 (12,261)2,502,129 
Cost of sales2,043,072 148,627 (12,261)2,179,438 
     Gross profit277,842 44,849 — 322,691 
Other operating expenses (1)
67,900 14,291 73,858 156,049 
     Consolidated income (loss) from operations$209,942 $30,558 $(73,858)$166,642 
Depreciation and amortization$41,187 $2,717 $3,065 $46,969 
—————————
(1)Other operating expenses include General and administrative expenses, Selling expenses, Amortization of intangible assets and Impairment and other, net.
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):
Year ended December 31, 2024Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,335,902 $— $(3,978)$1,331,924 68.4%
Used trailers71 4,012 (71)4,012 0.2%
Components, parts and services— 128,565 — 128,565 6.6%
Equipment and other419,160 72,485 (9,406)482,239 24.8%
Total net external sales$1,755,133 $205,062 $(13,455)$1,946,740 100.0%
Year ended December 31, 2023Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,924,700 $— $(5,901)$1,918,799 75.7%
Used trailers— 4,978 — 4,978 0.2%
Components, parts and services— 148,256 — 148,256 5.8%
Equipment and other413,904 67,639 (17,076)464,467 18.3%
Total net external sales$2,338,604 $220,873 $(22,977)$2,536,500 100.0%
Year ended December 31, 2022Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$2,012,428 $1,722 $(1,286)$2,012,864 80.4%
Used trailers— 2,905 — 2,905 0.1%
Components, parts and services— 139,762 — 139,762 5.6%
Equipment and other308,486 49,087 (10,975)346,598 13.9%
Total net external sales$2,320,914 $193,476 $(12,261)$2,502,129 100.0%
v3.25.0.1
CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)
12 Months Ended
Dec. 31, 2024
Quarterly Financial Data [Abstract]  
Schedule of Quarterly Financial Information
The following is a summary of the unaudited quarterly results of operations for fiscal years 2024, 2023, and 2022 (dollars in thousands, except per share amounts):
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
2024
Net sales$515,276 $550,610 $464,040 $416,814 
Gross profit$76,446 $89,658 $56,009 $42,959 
Net income (loss) attributable to common stockholders$18,167 $28,958 $(330,166)$(1,030)
Basic net income (loss) attributable to common stockholders per share(1)
$0.40 $0.65 $(7.53)$(0.02)
Diluted net income (loss) attributable to common stockholders per share(1)
$0.39 $0.64 $(7.53)$(0.02)
2023
Net sales$620,952 $686,620 $632,828 $596,100 
Gross profit$116,027 $151,027 $122,910 $108,223 
Net income attributable to common stockholders$51,213 $74,328 $55,329 $50,382 
Basic net income attributable to common stockholders per share(1)
$1.07 $1.57 $1.18 $1.10 
Diluted net income attributable to common stockholders per share(1)
$1.04 $1.54 $1.16 $1.07 
2022
Net sales$546,761 $642,769 $655,150 $657,449 
Gross profit$58,055 $78,034 $92,005 $94,597 
Net income attributable to common stockholders$12,074 $22,552 $36,170 $41,462 
Basic net income attributable to common stockholders per share(1)
$0.25 $0.46 $0.75 $0.86 
Diluted net income attributable to common stockholders per share(1)
$0.24 $0.46 $0.73 $0.84 
—————————
(1)Basic and diluted net income (loss) attributable to common stockholders per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income (loss) attributable to common stockholders per share may differ from annual net income (loss) attributable to common stockholders per share due to rounding.
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Balance at beginning of year $ 1,079 $ 428 $ 429
Expected losses 381 651 179
Write-offs, net of recoveries (58) 0 (180)
Balance at end of year $ 1,402 $ 1,079 $ 428
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Prepaid Expenses and Other (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Accounting Policies [Abstract]    
Chassis converter pool agreements $ 57,109 $ 27,312
Income tax receivables 10,269 11,840
Insurance premiums & maintenance/subscription agreements 5,595 5,899
Commodity swap contracts 163 1,511
All other 3,097 4,895
Prepaid expenses and other $ 76,233 $ 51,457
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]      
Restricted cash $ 0 $ 0  
Goodwill 188,441,000 188,409,000 $ 188,434,000
Capitalized computer software, net 9,900,000 8,000,000.0  
Capitalized computer software, amortization 3,400,000 1,900,000 1,800,000
Research and development expense 8,600,000 7,500,000 5,300,000
Transportation Solutions      
Property, Plant and Equipment [Line Items]      
Goodwill 120,506,000 120,486,000 $ 120,502,000
Parts & Services      
Property, Plant and Equipment [Line Items]      
Goodwill $ 67,900,000    
Buildings and building improvements      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, useful life 33 years    
Used trailers      
Property, Plant and Equipment [Line Items]      
Accounts payable, trade $ 0 $ 500,000  
Minimum      
Property, Plant and Equipment [Line Items]      
Capitalized computer software, amortization period 3 years    
Standard product warranty, coverage period 1 year    
Minimum | Machinery and equipment      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, useful life 3 years    
Maximum      
Property, Plant and Equipment [Line Items]      
Capitalized computer software, amortization period 7 years    
Standard product warranty, coverage period 5 years    
Maximum | Machinery and equipment      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment, useful life 10 years    
DuraPlate Trailer Panels      
Property, Plant and Equipment [Line Items]      
Standard product warranty, coverage period 10 years    
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranty Accrual Included in Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]    
Balance as of January 1 $ 21,286 $ 22,061
Provision and revisions to estimates 2,581 3,716
Payments (6,909) (4,491)
Balance as of December 31 $ 16,958 $ 21,286
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Self-Insurance Accrual Included In Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Self Insurance Reserve [Roll Forward]    
Balance as of January 1 $ 11,311 $ 10,718
Expense 40,511 39,890
Payments (39,624) (39,297)
Balance as of December 31 $ 12,198 $ 11,311
v3.25.0.1
REVENUE RECOGNITION (Details)
Dec. 31, 2024
obligation
Revenue from Contract with Customer [Abstract]  
Number of performance obligations 3
v3.25.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill [Line Items]      
Goodwill $ 188,441 $ 188,409 $ 188,434
Amortization of intangibles 11,973 12,813 15,211
2025 11,200    
2026 10,700    
2027 10,100    
2028 9,700    
2029 9,300    
Transportation Solutions      
Goodwill [Line Items]      
Goodwill 120,506 $ 120,486 $ 120,502
Parts & Services      
Goodwill [Line Items]      
Goodwill $ 67,900    
v3.25.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in the Carrying Amounts of Goodwill (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill [Roll Forward]      
Goodwill $ 296,841 $ 296,809 $ 296,834
Accumulated impairment losses (108,400) (108,400) (108,400)
Net goodwill 188,441 188,409 188,434
Effects of foreign currency 32 (25)  
Transportation Solutions      
Goodwill [Roll Forward]      
Goodwill 188,763 188,743 188,759
Accumulated impairment losses (68,257) (68,257) (68,257)
Net goodwill 120,506 120,486 120,502
Effects of foreign currency 20 (16)  
Components, parts and services      
Goodwill [Roll Forward]      
Goodwill 108,078 108,066 108,075
Accumulated impairment losses (40,143) (40,143) (40,143)
Net goodwill 67,935 67,923 $ 67,932
Effects of foreign currency $ 12 $ (9)  
v3.25.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Intangible Assets $ 281,724 $ 281,724
Accumulated Amortization (207,279) (195,306)
Net Intangible Assets $ 74,445 $ 86,418
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period 13 years 13 years
Gross Intangible Assets $ 270,016 $ 270,016
Accumulated Amortization (195,571) (183,923)
Net Intangible Assets $ 74,445 $ 86,093
Technology    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period 12 years 12 years
Gross Intangible Assets $ 11,708 $ 11,708
Accumulated Amortization (11,708) (11,383)
Net Intangible Assets $ 0 $ 325
v3.25.0.1
NONCONTROLLING INTEREST, VARIABLE INTEREST ENTITIES (“VIEs”) AND INVESTMENTS - Narrative (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Other Ownership Interests [Line Items]          
Investment in unconsolidated entities     $ 20,100,000 $ 2,450,000 $ 0
Linq          
Other Ownership Interests [Line Items]          
Investment in unconsolidated entities   $ 2,500,000      
Excess cash distribution, term     30 days    
Partners | Linq          
Other Ownership Interests [Line Items]          
Investment in unconsolidated entities   2,600,000      
Wabash | Linq | Line of Credit          
Other Ownership Interests [Line Items]          
Maximum borrowing capacity $ 10,000,000.0   $ 10,000,000.0    
Debt instrument, interest rate, stated percentage 7.00%   7.00%    
Line of credit facility, additional borrowing capacity $ 15,000,000.0        
Line of credit facility accordion feature increase amount 35,000,000   $ 35,000,000    
Long-term debt 11,100,000 $ 0 11,100,000 0  
Interest income     400,000 $ 0  
Wabash | Linq | Revolving Credit Agreement | Line of Credit          
Other Ownership Interests [Line Items]          
Maximum borrowing capacity $ 25,000,000   $ 25,000,000    
Linq          
Other Ownership Interests [Line Items]          
Ownership percentage   49.00%      
Put and call exercise rights duration (in years)     7 years    
Linq | Partners          
Other Ownership Interests [Line Items]          
Ownership percentage   51.00%      
Wabash Parts LLC          
Other Ownership Interests [Line Items]          
Excess cash distribution, term     30 days    
Noncontrolling interest, ownership percentage by parent 50.00%   50.00%    
Noncontrolling interest, ownership percentage by noncontrolling owners 50.00%   50.00%    
UpLabs Ventures, LLC          
Other Ownership Interests [Line Items]          
Investment in unconsolidated entities $ 6,000,000        
Investment fee, percentage     2.00%    
Inflation adjustments and expenses, amount     $ 500,000    
Investment fees, amount 600,000        
Trailerhawk.AI, LLC          
Other Ownership Interests [Line Items]          
Line of credit facility, simple interest rate     8.00%    
Line of credit facility, remaining borrowing capacity $ 3,000,000.0   $ 3,000,000.0    
Trailerhawk.AI, LLC | Wabash | Line of Credit          
Other Ownership Interests [Line Items]          
Interest income     $ 100,000    
v3.25.0.1
NONCONTROLLING INTEREST, VARIABLE INTEREST ENTITIES (“VIEs”) AND INVESTMENTS - Summary of Investment Balance (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]                      
Beginning balance       $ 1,647         $ 1,647    
Loss from unconsolidated entity                 (6,089) $ (803) $ 0
Initial investment in unconsolidated entity                 20,100 2,450 0
Ending balance $ 7,250       $ 1,647       7,250 1,647  
Variable Interest Entity, Primary Beneficiary                      
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]                      
Beginning balance 0 $ 0 $ 161 1,647 0 $ 0 $ 0 $ 0 1,647 0  
Loss from unconsolidated entity (1,512) (1,676) (1,415) (1,486) (803) 0 0 0      
Equity deficit applied to note (1) 1,512 1,676 1,254   0 0 0        
Initial investment in unconsolidated entity 0       2,450            
Ending balance $ 0 $ 0 $ 0 $ 161 $ 1,647 $ 0 $ 0 $ 0 $ 0 $ 1,647 $ 0
v3.25.0.1
NONCONTROLLING INTEREST, VARIABLE INTEREST ENTITIES (“VIEs”) AND INVESTMENTS - Summary of Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Variable Interest Entity [Line Items]    
Cash and cash equivalents $ 115,484 $ 179,271
Accounts receivable, net 143,946 182,990
Inventories, net 258,825 267,635
Prepaid expenses and other 76,233 51,457
Total current assets 594,488 681,353
Other assets 112,785 79,543
Total assets 1,411,529 1,362,814
Accounts payable 146,738 156,608
Other accrued liabilities 9,274 12,313
Total current liabilities 308,409 352,209
Other non-current liabilities 516,152 47,028
Total liabilities 1,221,703 812,715
Variable Interest Entity, Primary Beneficiary    
Variable Interest Entity [Line Items]    
Cash and cash equivalents 4,131 3,020
Accounts receivable, net 2,013 1,540
Inventories, net 30 85
Prepaid expenses and other 7 68
Total current assets 6,181 4,713
Property, plant, and equipment, net 0 0
Other assets 277 543
Total assets 6,458 5,256
Accounts payable 4,437 4,024
Other accrued liabilities 29 26
Total current liabilities 4,466 4,050
Other non-current liabilities 0 0
Total liabilities $ 4,466 $ 4,050
v3.25.0.1
NONCONTROLLING INTEREST, VARIABLE INTEREST ENTITIES (“VIEs”) AND INVESTMENTS - Non-controlling Interest (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]      
Balance at January 1 $ 603 $ 512 $ 0
Net income attributable to noncontrolling interest 996 603 512
Other comprehensive income (loss) 0 0 0
Distributions declared to noncontrolling interest (603) (512) 0
Balance at December 31 $ 996 $ 603 $ 512
v3.25.0.1
INVENTORIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials and components $ 134,975 $ 156,314
Finished goods 92,662 86,586
Work in progress 15,984 14,102
Used trailers 7,514 3,370
Aftermarket parts 7,690 7,263
Inventories $ 258,825 $ 267,635
v3.25.0.1
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Abstract]      
Depreciation expense $ 45.0 $ 32.5 $ 31.8
v3.25.0.1
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 718,548 $ 670,434
Less: accumulated depreciation (379,301) (344,990)
Property, plant, and equipment, net 339,247 325,444
Land    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 41,676 42,494
Buildings and building improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 167,384 159,046
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 484,390 416,477
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 25,098 $ 52,417
v3.25.0.1
OTHER ACCRUED LIABILITIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]      
Customer deposits $ 31,029 $ 45,586  
Chassis converter pool agreements 57,109 27,312  
Warranty 16,958 21,286 $ 22,061
Payroll and related taxes 12,931 40,265  
Self-insurance 12,198 11,311 $ 10,718
Accrued interest 3,818 3,817  
Operating lease obligations 11,782 9,049  
Accrued taxes 6,572 24,662  
All other 9,274 12,313  
Other accrued liabilities $ 161,671 $ 195,601  
v3.25.0.1
LONG-TERM DEBT - Components of Long Term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Long-term debt $ 400,000 $ 400,000
Less: unamortized discount and fees (2,858) (3,535)
Less: current portion 0 0
Long-term debt 397,142 396,465
Senior Notes    
Debt Instrument [Line Items]    
Long-term debt 400,000 400,000
Revolving Credit Agreement    
Debt Instrument [Line Items]    
Long-term debt $ 0 $ 0
v3.25.0.1
LONG-TERM DEBT - Senior Notes (Details) - Senior Notes - USD ($)
12 Months Ended
Oct. 06, 2021
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]        
Debt instrument, face amount $ 400,000,000      
Notes issued, interest rate 4.50%      
Debt instrument, redemption price, percentage 100.00%      
Debt instrument, redemption price, percentage of principal amount remaining 60.00%      
Interest expense   $ 18,000,000.0 $ 18,000,000.0 $ 18,000,000.0
Accretion expense   $ 700,000 $ 600,000 $ 600,000
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 40.00%      
Debt Instrument, Redemption, Period Two        
Debt Instrument [Line Items]        
Debt instrument, redemption price, percentage 102.25%      
Debt Instrument, Redemption, Period Three        
Debt Instrument [Line Items]        
Debt instrument, redemption price, percentage 101.125%      
Debt Instrument, Redemption, Period Four        
Debt Instrument [Line Items]        
Debt instrument, redemption price, percentage 100.00%      
Debt Instrument, Redemption, Period Five        
Debt Instrument [Line Items]        
Debt instrument, redemption price, percentage 101.00%      
v3.25.0.1
LONG-TERM DEBT - Revolving Credit Agreement Narrative (Details)
12 Months Ended
Sep. 23, 2022
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Debt Instrument [Line Items]        
Repayments of lines of credit   $ 884,000 $ 104,199,000 $ 130,584,000
Borrowings under revolving credit facilities   884,000 104,199,000 97,549,000
Revolving Credit Agreement        
Debt Instrument [Line Items]        
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 minimum 1.0      
Line of credit facility, excess availability, commitment percentage 10.00%      
Line of credit facility, excess availability, amount $ 25,000,000      
Debt instrument, covenant period 3 days      
Liquidity position to meet future obligations, amount   421,900,000 516,100,000  
Repayments of lines of credit   900,000 104,200,000  
Borrowings under revolving credit facilities   900,000 104,200,000  
Long-term line of credit   0 0  
Interest expense   $ 800,000 $ 900,000 $ 1,700,000
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%      
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%      
Letter of Credit | Revolving Credit Agreement        
Debt Instrument [Line Items]        
Maximum borrowing capacity $ 25,000,000      
Bridge Loan | Revolving Credit Agreement        
Debt Instrument [Line Items]        
Maximum borrowing capacity $ 35,000,000      
v3.25.0.1
FINANCIAL DERIVATIVE INSTRUMENTS - Narrative (Details)
$ in Millions
12 Months Ended
Dec. 31, 2024
USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative, notional amount $ 15.0
Derivative instruments, gain (loss) reclassified from accumulated OCI into income over the next 12 months $ 0.3
v3.25.0.1
FINANCIAL DERIVATIVE INSTRUMENTS - Fair Value Carrying Amount (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Derivatives designated as hedging instruments    
Total derivatives designated as hedging instruments $ (136) $ 466
Prepaid expenses and other    
Derivatives designated as hedging instruments    
Derivative asset, fair value, gross asset 163 1,511
Accounts payable and Other accrued liabilities    
Derivatives designated as hedging instruments    
Derivative liability, fair value, gross liability $ (299) $ (1,045)
v3.25.0.1
FINANCIAL DERIVATIVE INSTRUMENTS - Gain or Loss Recognized in Accumulated Other Comprehensive Income (Details) - Commodity swap contracts - Cash Flow Hedging - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]      
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion, net of tax) $ (230) $ 388  
Amount of Gain (Loss) Reclassified from AOCI into Earnings $ (950) $ (3,359) $ 4,887
v3.25.0.1
LEASES - Narrative (Details)
$ in Millions
12 Months Ended
Dec. 31, 2024
USD ($)
option
Dec. 31, 2023
USD ($)
Lessee, Lease, Description [Line Items]    
Lessee, operating lease, number of options to renew | option 1  
Leased assets obtained in exchange for new operating lease liabilities | $ $ 13.2 $ 16.6
Lessor, estimated useful life 12 years  
Minimum    
Lessee, Lease, Description [Line Items]    
Renewal term 1 year  
Lease term 3 years  
Maximum    
Lessee, Lease, Description [Line Items]    
Renewal term 5 years  
Lease term 5 years  
v3.25.0.1
LEASES - Leased Assets and Liabilities Included Within the Condensed Consolidated Balance Sheets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Right-of-Use Assets    
Operating $ 36,423 $ 32,219
Total leased ROU assets $ 36,423 $ 32,219
Operating lease, right-of-use asset, statement of financial position [Extensible List] Other assets Other assets
Current    
Operating $ 11,782 $ 9,049
Operating lease, liability, current, statement of financial position [Extensible List] Other accrued liabilities Other accrued liabilities
Noncurrent    
Operating $ 24,641 $ 23,170
Total lease liabilities $ 36,423 $ 32,219
Operating lease, liability, noncurrent, statement of financial position [Extensible List] Other non-current liabilities Other non-current liabilities
v3.25.0.1
LEASES - Lease Cost (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Operating lease cost $ 12,096 $ 8,869
Net lease cost $ 12,096 $ 8,869
v3.25.0.1
LEASES - Maturity of Lease Liabilities (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Operating Leases  
2025 $ 13,387
2026 12,293
2027 7,335
2028 3,559
2029 2,112
Thereafter 1,387
Total lease payments 40,073
Less: interest 3,650
Present value of lease payments 36,423
Total  
2025 13,387
2026 12,293
2027 7,335
2028 3,559
2029 2,112
Thereafter 1,387
Total lease payments $ 40,073
v3.25.0.1
LEASES - Lease Terms and Discount Rates (Details)
Dec. 31, 2024
Dec. 31, 2023
Weighted average remaining lease term (years)    
Operating leases 3 years 6 months 3 years 9 months 18 days
Weighted average discount rate    
Operating leases 5.38% 4.94%
v3.25.0.1
LEASES - Lease Costs Included in the Condensed Consolidated Statements of Cash Flows (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities    
Operating cash flows from operating leases $ 12,130 $ 8,866
v3.25.0.1
LEASES - Lessor Operating Lease Income (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Fixed lease income $ 2,335 $ 874
Variable lease income $ 0 $ 0
Operating lease, lease income, statement of income or comprehensive income [Extensible Enumeration] Other Nonoperating Income (Expense) Other Nonoperating Income (Expense)
Total lease income $ 2,335 $ 874
v3.25.0.1
LEASES - Lessor Maturity Schedule (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Leases [Abstract]  
2025 $ 2,061
2026 2,061
2027 1,949
2028 1,567
2029 99
Thereafter 0
Total contractual receipts $ 7,737
v3.25.0.1
LEASES - Lessor Maturity Schedule - Lessor Carrying Value of Assets Subject to Leases (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Revenue generating assets $ 7,457 $ 5,650
Less: accumulated depreciation (746) (186)
Revenue generating assets, net $ 6,711 $ 5,464
v3.25.0.1
FAIR VALUE MEASUREMENTS - Fair Value Measurements and Fair Value Hierarchy Level of Assets and Liabilities Measure at Fair Value (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Life-insurance contracts $ 22,358 $ 18,510
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
Significant Other Observable Inputs (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Life-insurance contracts 22,358 18,510
Significant Unobservable Inputs (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Life-insurance contracts 0 0
Commodity swap contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Commodity swap contracts (136) 466
Commodity swap contracts | Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Commodity swap contracts 0 0
Commodity swap contracts | Significant Other Observable Inputs (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Commodity swap contracts (136) 466
Commodity swap contracts | Significant Unobservable Inputs (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Commodity swap contracts 0 0
Mutual funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Mutual funds 14,447 11,735
Mutual funds | Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Mutual funds 14,447 11,735
Mutual funds | Significant Other Observable Inputs (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Mutual funds 0 0
Mutual funds | Significant Unobservable Inputs (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Mutual funds $ 0 $ 0
v3.25.0.1
FAIR VALUE MEASUREMENTS - Carrying and Estimated Fair Value of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt $ 397,142 $ 396,465
Senior Notes | Senior Notes Due 2028    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 397,142 396,465
Revolving Credit Agreement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 1 | Senior Notes | Senior Notes Due 2028    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 1 | Revolving Credit Agreement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 363,385 361,774
Level 2 | Senior Notes | Senior Notes Due 2028    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 363,385 361,774
Level 2 | Revolving Credit Agreement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 3 | Senior Notes | Senior Notes Due 2028    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 3 | Revolving Credit Agreement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt $ 0 $ 0
v3.25.0.1
COMMITMENTS AND CONTINGENCIES (Details)
$ in Thousands
12 Months Ended
Nov. 22, 2024
USD ($)
Sep. 05, 2024
USD ($)
Dec. 31, 2024
USD ($)
lawsuit
Mar. 31, 2024
lawsuit
Dec. 31, 2023
USD ($)
Sep. 30, 2023
lawsuit
Loss Contingencies [Line Items]            
Purchase obligation     $ 15,000      
Chassis converter pool agreements     $ 57,109   $ 27,312  
Chassis converter pool, delivery period     90 days      
California Consolidated Class Action | Pending Litigation            
Loss Contingencies [Line Items]            
Number of lawsuits | lawsuit     1     3
Estimated litigation liability         $ 3,000  
California Consolidated Class Action | Settled Litigation            
Loss Contingencies [Line Items]            
Number of lawsuits | lawsuit       2    
Product Liability Claims | Missouri Product Liability Claim | Pending Litigation            
Loss Contingencies [Line Items]            
Estimated litigation liability     $ 461,500      
Insurance settlements receivable     11,500      
Product Liability Claims | Missouri Product Liability Claim | Settled Litigation            
Loss Contingencies [Line Items]            
Compensatory damages   $ 11,500        
Punitive damages $ 450,000 $ 450,000        
Standby Letters of Credit            
Loss Contingencies [Line Items]            
Letters of credit outstanding, amount     4,900      
Chassis Converter Pool Agreements            
Loss Contingencies [Line Items]            
Other inventory, gross     $ 3,200      
v3.25.0.1
NET INCOME PER SHARE OF COMMON STOCK - Calculation of Basic and Diluted Per Share Of Common Stock (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Basic net (loss) income attributable to common stockholders per share:                              
Net (loss) income attributable to common stockholders                         $ (284,071) $ 231,252 $ 112,258
Weighted average common shares outstanding (in shares)                         44,359 47,011 48,626
Basic net income (loss) attributable to common stockholders per share (in usd per share) $ (0.02) $ (7.53) $ 0.65 $ 0.40 $ 1.10 $ 1.18 $ 1.57 $ 1.07 $ 0.86 $ 0.75 $ 0.46 $ 0.25 $ (6.40) $ 4.92 $ 2.31
Diluted net (loss) income attributable to common stockholders per share:                              
Net (loss) income attributable to common stockholders                         $ (284,071) $ 231,252 $ 112,258
Weighted average common shares outstanding (in shares)                         44,359 47,011 48,626
Dilutive stock options and restricted stock (in shares)                         0 1,019 1,255
Diluted weighted average common shares outstanding (in shares)                         44,359 48,030 49,881
Diluted net income (loss) attributable to common stockholders per share (in usd per share) $ (0.02) $ (7.53) $ 0.64 $ 0.39 $ 1.07 $ 1.16 $ 1.54 $ 1.04 $ 0.84 $ 0.73 $ 0.46 $ 0.24 $ (6.40) $ 4.81 $ 2.25
v3.25.0.1
NET INCOME PER SHARE OF COMMON STOCK - Narrative (Details) - shares
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Average diluted shares outstanding (in shares) 548    
Stock Option      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Average diluted shares outstanding (in shares) 0 0 0
v3.25.0.1
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended 118 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2024
May 18, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation $ 11,309 $ 11,799 $ 9,746    
Compensation costs not yet recognized $ 12,800     $ 12,800  
Compensation costs not yet recognized, period for recognition 1 year 8 months 12 days        
Intrinsic value of options exercised $ 100 $ 200 $ 1,500    
Omnibus Incentive Plan 2017          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Number of shares authorized (in shares)         3,150,000
Restricted Stock          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Options granted (in shares) 650,221 630,445 653,492    
Grant date fair value $ 17,000 $ 16,100 $ 11,900    
Vested in period, fair value $ 16,500 $ 25,100 $ 8,900    
Restricted Stock | Minimum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Award vesting period 1 year        
Restricted Stock | Maximum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Award vesting period 3 years        
Stock Option          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Award vesting period 3 years        
Options granted (in shares)       0  
Expiration period 10 years        
v3.25.0.1
STOCK-BASED COMPENSATION - Summary of Restricted Stock Activity (Details) - $ / shares
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Number of Shares      
Balance beginning of period (in shares) 4,083    
Vested (in shares) (2,000)    
Forfeited (in shares) 0    
Balance end of period (in shares) 2,083 4,083  
Weighted Average Grant Date Fair Value      
Balance beginning of period (in usd per share) $ 14.06    
Vested (in usd per share) 13.95    
Forfeited (in usd per share) 0    
Balance end of period (in usd per share) $ 14.16 $ 14.06  
Restricted Stock      
Number of Shares      
Balance beginning of period (in shares) 1,320,964    
Granted (in shares) 650,221 630,445 653,492
Vested (in shares) (634,476)    
Forfeited (in shares) (160,397)    
Balance end of period (in shares) 1,176,312 1,320,964  
Weighted Average Grant Date Fair Value      
Balance beginning of period (in usd per share) $ 22.29    
Granted (in usd per share) 26.12    
Vested (in usd per share) 19.12    
Forfeited (in usd per share) 25.47    
Balance end of period (in usd per share) $ 25.60 $ 22.29  
v3.25.0.1
STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Number of Shares    
Balance beginning of period (in shares) 4,083  
Exercised (in shares) (2,000)  
Forfeited (in shares) 0  
Expired (in shares) 0  
Balance end of period (in shares) 2,083 4,083
Options exercisable (in shares) 2,083  
Weighted Average Grant Date Fair Value    
Balance beginning of period (in usd per share) $ 14.06  
Exercised (in usd per share) 13.95  
Forfeited (in usd per share) 0  
Expired (in shares) 0  
Balance end of period (in usd per share) 14.16 $ 14.06
Options exercisable (in usd per share) $ 14.16  
Weighted Average Remaining Contractual Life    
Options outstanding 1 month 6 days 1 year
Options exercisable at end of period 1 month 6 days  
Aggregate Intrinsic Value ($ in millions)    
Options outstanding $ 0.0 $ 0.0
Options exercisable $ 0.0  
v3.25.0.1
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
Feb. 15, 2024
Dec. 31, 2024
Dec. 31, 2023
Aug. 31, 2021
Nov. 30, 2018
Feb. 28, 2017
Feb. 29, 2016
Class of Stock [Line Items]              
Stock repurchase program, authorized amount $ 150.0     $ 150.0 $ 100.0 $ 100.0 $ 100.0
Stock repurchase program, period in force 3 years            
Stock repurchase program, remaining authorized repurchase amount   $ 124.2          
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              
Class of Stock [Line Items]              
Preferred stock, shares authorized (in shares)   25,000,000          
v3.25.0.1
STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Balance at beginning of period $ 549,496 $ 397,613 $ 325,539
Net unrealized gains (losses) arising during the period (3,511) (2,088) 1,925
Less: Net realized gains (losses) reclassified to net (loss) income (710) (2,542) 3,666
Total other comprehensive (loss) income (2,801) 454 (1,741)
Balance at end of period 188,830 549,496 397,613
Foreign Currency Translation      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Balance at beginning of period (816) (1,791) (1,989)
Net unrealized gains (losses) arising during the period (2,183) 975 198
Less: Net realized gains (losses) reclassified to net (loss) income 0 0 0
Total other comprehensive (loss) income (2,183) 975 198
Balance at end of period (2,999) (816) (1,791)
Derivative Instruments      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Balance at beginning of period 388 909 2,848
Net unrealized gains (losses) arising during the period (1,328) (3,063) 1,727
Less: Net realized gains (losses) reclassified to net (loss) income (710) (2,542) 3,666
Total other comprehensive (loss) income (618) (521) (1,939)
Balance at end of period (230) 388 909
Net unrealized gains (losses) arising during period, tax expense (benefit) (400) (1,000) 600
Net realized gains (losses) reclassified to net income, tax expense (benefit) (200) (800) 1,200
AOCI Attributable to Parent      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Balance at beginning of period (428) (882) 859
Balance at end of period $ (3,229) $ (428) $ (882)
v3.25.0.1
EMPLOYEE SAVINGS PLANS (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Employee Savings Plans [Abstract]      
Labor and related expense $ 8.1 $ 10.1 $ 9.1
v3.25.0.1
INCOME TAXES - Consolidated Income (loss) Before Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Domestic $ (380,944) $ 291,816 $ 144,443
Foreign 4,346 2,869 1,992
(Loss) income before income tax expense $ (376,598) $ 294,685 $ 146,435
v3.25.0.1
INCOME TAXES - Consolidated Income Tax Expense (benefit) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Current      
Federal $ 13,449 $ 65,797 $ 34,490
State 4,112 9,322 6,468
Foreign 599 1,170 321
Current 18,160 76,289 41,279
Deferred      
Federal (90,460) (14,889) (5,911)
State (21,223) 1,430 (1,703)
Deferred (111,683) (13,459) (7,614)
Total consolidated (benefit) expense $ (93,523) $ 62,830 $ 33,665
v3.25.0.1
INCOME TAXES - Reconciliation of Differences from U.S. Federal Statutory Rate (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Pretax book (loss) income $ (376,598) $ 294,685 $ 146,435
Federal tax (benefit) expense at applicable statutory rate (79,086) 61,884 30,751
State and local income taxes (net of federal benefit) (13,585) 9,398 3,669
Tax credits (228) (9,572) (2,422)
Nondeductible officer compensation (benefit) 724 (546) 977
Compensation (benefit) expense (172) (1,563) 1,013
Other (1,176) 3,229 (323)
Total consolidated (benefit) expense $ (93,523) $ 62,830 $ 33,665
v3.25.0.1
INCOME TAXES - Narrative (Details) - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]      
Deferred tax assets, valuation allowance $ 464,000 $ 718,000  
Federal statutory income tax rate, amount (79,086,000) 61,884,000 $ 30,751,000
Deferred tax assets, operating loss carryforwards, domestic 0 0  
Deferred tax assets, operating loss carryforwards, state and local 42,200,000    
Unrecognized tax benefits that would impact effective tax rate 1,500,000 4,800,000  
Unrecognized tax benefits, decrease resulting from prior period tax positions 3,400,000    
Unrecognized tax benefits, income tax penalties and interest accrued 500,000 900,000  
State and Local Jurisdiction      
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]      
Deferred tax assets, valuation allowance $ 700,000 $ 700,000  
v3.25.0.1
INCOME TAXES - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred tax assets    
Tax credits and loss carryforwards $ 1,792 $ 2,128
Accrued liabilities 117,569 8,242
Incentive compensation 9,360 8,131
Operating lease assets 8,990 8,102
Research expenditure amortization 21,523 22,160
Other 2,918 2,730
Deferred tax assets 162,152 51,493
Deferred tax liabilities    
Property, plant and equipment (21,837) (21,731)
Intangibles (34,493) (32,773)
Operating lease liabilities (8,990) (8,102)
Other (1,495) (5,182)
Deferred tax liabilities (66,815) (67,788)
Net deferred tax asset (liability) before valuation allowances and reserves 95,337 (16,295)
Valuation allowances (464) (718)
Net deferred tax asset (liability) $ 94,873  
Net deferred tax asset (liability)   $ (17,013)
v3.25.0.1
SEGMENTS - Narrative (Details) - segment
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Number of reportable segments 2    
Number of operating segments 2    
Sales revenue, net | Customer Concentration Risk | Five Largest Customers      
Segment Reporting Information [Line Items]      
Percentage of consolidated net sales 42.00% 32.00% 33.00%
Sales revenue, net | Customer Concentration Risk | Largest Customer | Transportation Solutions      
Segment Reporting Information [Line Items]      
Percentage of consolidated net sales 15.00% 12.00%  
v3.25.0.1
SEGMENTS - Reportable Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Net sales                              
Net sales $ 416,814 $ 464,040 $ 550,610 $ 515,276 $ 596,100 $ 632,828 $ 686,620 $ 620,952 $ 657,449 $ 655,150 $ 642,769 $ 546,761 $ 1,946,740 $ 2,536,500 $ 2,502,129
Cost of sales                         1,681,668 2,038,313 2,179,438
Gross profit $ 42,959 $ 56,009 $ 89,658 $ 76,446 $ 108,223 $ 122,910 $ 151,027 $ 116,027 $ 94,597 $ 92,005 $ 78,034 $ 58,055 265,072 498,187 322,691
Other operating expenses                         621,176 186,238 156,049
Segment income (loss) from operations                         (356,104) 311,949 166,642
Product liability matter                         450,000    
Consolidated income (loss) from operations                         93,896    
Depreciation and amortization                         56,985 45,320 46,969
Transportation Solutions                              
Net sales                              
Net sales                         1,747,039 2,320,274 2,312,637
Parts & Services                              
Net sales                              
Net sales                         199,701 216,226 189,492
Operating Segments | Transportation Solutions                              
Net sales                              
Net sales                         1,755,133 2,338,604 2,320,914
Cost of sales                         1,537,515 1,898,740 2,043,072
Gross profit                         217,618 439,864 277,842
Other operating expenses                         69,341 72,936 67,900
Segment income (loss) from operations                         148,277 366,928 209,942
Product liability matter                         0    
Consolidated income (loss) from operations                         148,277    
Depreciation and amortization                         49,987 40,443 41,187
Operating Segments | Parts & Services                              
Net sales                              
Net sales                         205,062 220,873 193,476
Cost of sales                         157,608 162,550 148,627
Gross profit                         47,454 58,323 44,849
Other operating expenses                         12,037 13,674 14,291
Segment income (loss) from operations                         35,417 44,649 30,558
Product liability matter                         0    
Consolidated income (loss) from operations                         35,417    
Depreciation and amortization                         2,681 2,201 2,717
Corporate and Eliminations                              
Net sales                              
Net sales                         (13,455) (22,977) (12,261)
Intersegment sales                              
Net sales                              
Net sales                         (13,455) (22,977) (12,261)
Intersegment sales | Transportation Solutions                              
Net sales                              
Net sales                         (8,094) (18,330) (8,277)
Intersegment sales | Parts & Services                              
Net sales                              
Net sales                         (5,361) (4,647) (3,984)
Corporate and Eliminations                              
Net sales                              
Net sales                         0 0 0
Cost of sales                         (13,455) (22,977) (12,261)
Gross profit                         0 0 0
Other operating expenses                         539,798 99,628 73,858
Segment income (loss) from operations                         (539,798) (99,628) (73,858)
Product liability matter                         450,000    
Consolidated income (loss) from operations                         (89,798)    
Depreciation and amortization                         $ 4,317 $ 2,676 $ 3,065
v3.25.0.1
SEGMENTS - Major Product Categories and Percentage of Consolidated Net Sales (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Product Information [Line Items]                              
Net sales $ 416,814 $ 464,040 $ 550,610 $ 515,276 $ 596,100 $ 632,828 $ 686,620 $ 620,952 $ 657,449 $ 655,150 $ 642,769 $ 546,761 $ 1,946,740 $ 2,536,500 $ 2,502,129
New trailers                              
Product Information [Line Items]                              
Net sales                         1,331,924 1,918,799 2,012,864
Used trailers                              
Product Information [Line Items]                              
Net sales                         4,012 4,978 2,905
Components, parts and services                              
Product Information [Line Items]                              
Net sales                         128,565 148,256 139,762
Equipment and other                              
Product Information [Line Items]                              
Net sales                         482,239 464,467 346,598
Transportation Solutions                              
Product Information [Line Items]                              
Net sales                         1,747,039 2,320,274 2,312,637
Parts & Services                              
Product Information [Line Items]                              
Net sales                         199,701 216,226 189,492
Operating Segments | Transportation Solutions                              
Product Information [Line Items]                              
Net sales                         1,755,133 2,338,604 2,320,914
Operating Segments | Transportation Solutions | New trailers                              
Product Information [Line Items]                              
Net sales                         1,335,902 1,924,700 2,012,428
Operating Segments | Transportation Solutions | Used trailers                              
Product Information [Line Items]                              
Net sales                         71 0 0
Operating Segments | Transportation Solutions | Components, parts and services                              
Product Information [Line Items]                              
Net sales                         0 0 0
Operating Segments | Transportation Solutions | Equipment and other                              
Product Information [Line Items]                              
Net sales                         419,160 413,904 308,486
Operating Segments | Parts & Services                              
Product Information [Line Items]                              
Net sales                         205,062 220,873 193,476
Operating Segments | Parts & Services | New trailers                              
Product Information [Line Items]                              
Net sales                         0 0 1,722
Operating Segments | Parts & Services | Used trailers                              
Product Information [Line Items]                              
Net sales                         4,012 4,978 2,905
Operating Segments | Parts & Services | Components, parts and services                              
Product Information [Line Items]                              
Net sales                         128,565 148,256 139,762
Operating Segments | Parts & Services | Equipment and other                              
Product Information [Line Items]                              
Net sales                         72,485 67,639 49,087
Intersegment sales                              
Product Information [Line Items]                              
Net sales                         (13,455) (22,977) (12,261)
Intersegment sales | New trailers                              
Product Information [Line Items]                              
Net sales                         (3,978) (5,901) (1,286)
Intersegment sales | Used trailers                              
Product Information [Line Items]                              
Net sales                         (71) 0 0
Intersegment sales | Components, parts and services                              
Product Information [Line Items]                              
Net sales                         0 0 0
Intersegment sales | Equipment and other                              
Product Information [Line Items]                              
Net sales                         (9,406) (17,076) (10,975)
Intersegment sales | Transportation Solutions                              
Product Information [Line Items]                              
Net sales                         (8,094) (18,330) (8,277)
Intersegment sales | Parts & Services                              
Product Information [Line Items]                              
Net sales                         $ (5,361) $ (4,647) $ (3,984)
Product Concentration Risk | Sales revenue, net                              
Product Information [Line Items]                              
Percentage of consolidated net sales                         100.00% 100.00% 100.00%
Product Concentration Risk | New trailers | Sales revenue, net                              
Product Information [Line Items]                              
Percentage of consolidated net sales                         68.40% 75.70% 80.40%
Product Concentration Risk | Used trailers | Sales revenue, net                              
Product Information [Line Items]                              
Percentage of consolidated net sales                         0.20% 0.20% 0.10%
Product Concentration Risk | Components, parts and services | Sales revenue, net                              
Product Information [Line Items]                              
Percentage of consolidated net sales                         6.60% 5.80% 5.60%
Product Concentration Risk | Equipment and other | Sales revenue, net                              
Product Information [Line Items]                              
Percentage of consolidated net sales                         24.80% 18.30% 13.90%
v3.25.0.1
IMPAIRMENT, DIVESTITURES AND SALES OF PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Proceeds from sale of property, plant, and equipment $ 1,600 $ 2,800   $ 1,100      
Gain on disposition of property plant equipment $ 500     700      
Impairment, long-lived asset, held-for-use, statement of income or comprehensive income [Extensible Enumeration]         Impairment and other, net    
Impairment       $ 1,000 $ 994 $ 0 $ 1,339
Construction in progress              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Impairment, long-lived asset, held-for-use     $ 1,000        
v3.25.0.1
CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Quarterly Financial Data [Abstract]                              
Net sales $ 416,814 $ 464,040 $ 550,610 $ 515,276 $ 596,100 $ 632,828 $ 686,620 $ 620,952 $ 657,449 $ 655,150 $ 642,769 $ 546,761 $ 1,946,740 $ 2,536,500 $ 2,502,129
Gross profit 42,959 56,009 89,658 76,446 108,223 122,910 151,027 116,027 94,597 92,005 78,034 58,055 265,072 498,187 322,691
Net income (loss) for the year $ (1,030) $ (330,166) $ 28,958 $ 18,167 $ 50,382 $ 55,329 $ 74,328 $ 51,213 $ 41,462 $ 36,170 $ 22,552 $ 12,074 $ (284,071) $ 231,252 $ 112,258
Basic net income (loss) attributable to common stockholders per share (in usd per share) $ (0.02) $ (7.53) $ 0.65 $ 0.40 $ 1.10 $ 1.18 $ 1.57 $ 1.07 $ 0.86 $ 0.75 $ 0.46 $ 0.25 $ (6.40) $ 4.92 $ 2.31
Diluted net income (loss) attributable to common stockholders per share (in usd per share) $ (0.02) $ (7.53) $ 0.64 $ 0.39 $ 1.07 $ 1.16 $ 1.54 $ 1.04 $ 0.84 $ 0.73 $ 0.46 $ 0.24 $ (6.40) $ 4.81 $ 2.25
v3.25.0.1
SUBSEQUENT EVENTS (Details) - Subsequent Event
$ in Millions
Feb. 03, 2025
USD ($)
Subsequent Event [Line Items]  
Business Combinations, Earnout Period 7 years
Trailerhawk.AI, LLC  
Subsequent Event [Line Items]  
Business combination, consideration transferred $ 2.5
Business combination, consideration transferred, equity interests issued and issuable 3.0
Additional earnout payments $ 15.0