WABASH NATIONAL Corp 10-K for FY2020
WABASH NATIONAL Corp (WNC)
10-K
2021-02-25
For: 2020-12-31
View Original
Added on
April 08, 2026
About this 10-K
WABASH NATIONAL Corp filed this 10-K on February 25, 2021, covering the fiscal year ended December 31, 2020 (FY2020).
Headline figures
Fiscal year ended December 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.48B
- down 36.1% from $2.32B a year earlier
- Net loss
- $97.41M
- compared with net income of $89.58M a year earlier
- Diluted EPS
- -$1.84
- compared with $1.62 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| (Mark One) | ||||||||
| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||
For the Fiscal Year Ended December 31 , 2020
or
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||
For the transition period from ________ to ________
Commission File Number: 001-10883
(Exact name of registrant as specified in its charter)
 | |||||||||||
| (State of Incorporation) | (IRS Employer Identification Number) | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (765 ) 771-5300
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2020 was $556,508,720 based upon the closing price of the Company’s common stock as quoted on the New York Stock Exchange composite tape on such date.
The number of shares outstanding of the registrant’s common stock as of February 12, 2021 was 52,056,803 .
WABASH NATIONAL CORPORATION
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2020
TABLE OF CONTENTS
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FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K (the “Annual Report”) of Wabash National Corporation (together with its subsidiaries, “Wabash,” “Company,” “us,” “we,” or “our”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words. Our “forward-looking statements” include, but are not limited to, statements regarding:
▪our ability to effectively manage and operate our business given the ongoing uncertainty caused by the COVID-19 pandemic;
▪the highly cyclical nature of our business;
▪demand for our products;
▪the relative strength or weakness of the overall economy;
▪our expected revenues, income or loss;
▪our ability to achieve sustained profitability;
▪dependence on industry trends;
▪our strategic plan and plans for future operations;
▪availability and pricing of raw materials, including the impact of tariffs or other international trade developments;
▪the level of competition that we face;
▪reliance on certain customers, suppliers and corporate relationships;
▪our ability to develop and commercialize new products;
▪acceptance of new technologies and products;
▪export sales and new markets;
▪engineering and manufacturing capabilities and capacity, including our ability to attract and retain qualified personnel;
▪government regulations;
▪the outcome of any pending litigation or notice of environmental dispute;
▪the risks associated with climate change and related government regulation;
▪availability of capital and financing, including for working capital and capital expenditures;
▪our ability to manage our indebtedness;
▪our ability to effectively integrate Supreme and realize expected synergies and benefits from the Supreme acquisition; and
▪assumptions relating to the foregoing.
Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this Annual Report. Each forward-looking statement contained in this Annual Report reflects our management’s view only as of the date on which that forward-looking statement was made. We are not obligated to update forward-looking statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events, except as required by law.
Currently known risks and uncertainties that could cause actual results to differ materially from our expectations are described throughout this Annual Report, including in “Item 1A. Risk Factors.” We urge you to carefully review that section for a more complete discussion of the risks of an investment in our securities.
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PART I
ITEM 1—BUSINESS
Overview
Wabash National Corporation, which we refer to herein as “Wabash,” “Wabash National,” the “Company,” “us,” “we,” or “our,” is changing How the World Reaches YouTM. 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 are an innovation leader of engineered solutions for the transportation, logistics, and distribution industries.
To that end, we design and manufacture a diverse range of products, including dry freight and refrigerated trailers, platform trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade and pharmaceutical equipment. We have achieved this diversification through acquisitions, organic growth, and product innovation.
We believe our position as a leader in our key industries is the result of longstanding relationships with our core customers, our demonstrated ability to attract new customers, our broad and innovative product lines, our technological leadership, and our extensive distribution and service network. More importantly, we believe our leadership position is indicative of the values and leadership principles that guide our actions.
At Wabash National, it’s our focus on people, purpose, and performance that drives us to do better so we can continue changing How the World Reaches YouTM. Our Purpose is to change how the world reaches you, our Vision is to be the innovation leader of engineered solutions for the transportation, logistics, and distribution industries, and our Mission is to enable our customers to succeed with breakthrough ideas and solutions that help them move everything from first to final mile.
Our Values are the qualities that govern our critical leadership behaviors and accelerate our progress.
▪Be Curious: We will make bold choices and encourage creativity, collaboration and risk-taking to turn breakthrough ideas into reality.
▪Have a Growth Mindset: We will be resilient and capable of the change required to succeed in a world that does not stand still.
▪Create Remarkable Teams: We will create a workplace culture that allows individuals to be their best in order to retain and attract talent from diverse industries, geographies and backgrounds.
Our Leadership Principles are the behaviors that provide definition to our actions and bring our values to life.
▪Embrace Diversity and Inclusion: We solicit and respect the input of others, celebrate our differences and strive for transparency and inclusiveness.
▪Seek to Listen: We listen to our customers, partners, and each other to reach the best solutions and make the strongest decisions.
▪Always Learn: To model a growth mindset, we continue learning through every stage of our careers. We do not quit and we are not satisfied with the status quo.
▪Be Authentic: Employees who thrive at Wabash National are honest, have incredible energy and demonstrate grit in everything they do.
▪Win Together: We collaborate, seek alignment and excel at cross-group communication to succeed as one team and One Wabash.
Wabash Management System
Our Wabash Management System (“WMS”) is a set of principles and standardized business processes for the purpose of achieving our strategic objectives. By codifying what makes our company great, the WMS drives focus on the interconnected processes that are critical for success across our business. WMS is based on forward planning and continuous capability evaluation as we simultaneously drive execution and breakthrough performance. WMS requires everyone to be an active contributor to our enterprise-wide lean efforts and enables growth through innovation and industry leading customer satisfaction and alliances. Our WMS principles underpin an ongoing improvement cycle that includes Strategic Planning and Deployment, Kaizen, and Daily Management. It is through this set of standards and thinking that we create a “One Wabash” approach to our customers, add new business capabilities, and enable profitable growth.
Our One Wabash organizational transformation began during the first quarter of 2020 with the introduction of value streams that align our resources and processes on serving the customer. Our One Wabash organizational structure enables long-term
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growth for the Company with an intense focus on value streams, streamlined processes, product innovation, and a consistent, superior experience for all customers who seek our solutions in the transportation, logistics and distribution markets. The value streams leverage the power of our processes to close the cycle of customer needs and customer fulfillment.
Impact of Coronavirus (“COVID-19”)
In March 2020, the World Health Organization (“WHO”) declared COVID-19 a global pandemic. COVID-19 continues to spread throughout the United States and the rest of the world and has negatively impacted portions of the economy, disrupted supply chains, and created volatility in financial markets. COVID-19 caused government authorities throughout the world to implement stringent measures to attempt to help control the spread of the virus, including business shutdowns, travel restrictions, disallowing group events and gatherings, quarantines, "shelter-in-place" and "stay-at-home" orders, curfews, social distancing, and other measures. The adverse economic impact of the COVID-19 pandemic has had a material impact on parts of our business, customers, and suppliers and caused challenges during 2020. Additional details regarding the impact of COVID-19 on our business, as well as information regarding human capital management actions taken by Wabash in response to the pandemic, can be found under the section titled "COVID-19 Update" included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K and risks related to COVID-19 can be found under Part I, Item 1A, "Risk Factors" of this Annual Report on Form 10-K.
Operating Segments
We manage our business in three reportable segments: Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”). Each of these reportable segments offers a diverse portfolio of industrial solutions for the end markets and industries that they serve.
| Commercial Trailer Products | Diversified Products | Final Mile Products | ||||||||||||||||||
| ■ Dry and Refrigerated Van Trailers | ■ Tank Trailers and Truck-Mounted Tanks | ■ Truck-Mounted Dry Bodies | ||||||||||||||||||
| ■ Platform Trailers | ■ Composite Panels and Products | ■ Truck-Mounted Refrigerated Bodies | ||||||||||||||||||
| ■ Aftermarket Parts and Service | ■ Food, Dairy, and Beverage Equipment | ■ Service and Stake Bodies | ||||||||||||||||||
| ■ Containment and Aseptic Systems | ■ Fiberglass Reinforced Plywood (“FRP”) Panels | |||||||||||||||||||
| ■ Aftermarket Parts and Service | ■ Upfitting, Parts, and Service | |||||||||||||||||||
Commercial Trailer Products
Commercial Trailer Products designs and manufactures dry and refrigerated vans, platform trailers, and other transportation-related equipment. Commercial Trailer Products’ transportation equipment is marketed under the Wabash®, DuraPlate®, DuraPlateHD®, ArcticLite®, Transcraft®, and Benson® brands. Our DuraPlate® Cell Core technology is a modified DuraPlate® panel that reduces the weight of a conventional 53 foot DuraPlate® trailer by 300 pounds without sacrificing strength or durability. In addition, our refrigerated van offerings now include our advanced molded structural composite (“MSC”) technology. The MSC Reefer is up to 30% more thermally efficient than conventional refrigerated vans, and is lighter with greater strength and durability. CTP sells directly to many of the largest companies in the trucking industry, as well as through a network of independent dealers. The CTP segment also operates a wood flooring production facility that manufactures laminated hard wood oak products for van trailers.
Diversified Products
The Diversified Products segment has historically been comprised of four strategic business units: Tank Trailers, Process Systems, Composites, and Aviation and Truck Equipment (“AVTE”). During the fourth quarter of 2020 we sold our Beall® brand of tank trailers and associated assets, which was included in the Tank Trailers business unit. Also, in January 2019 we completed a transaction to divest the AVTE business unit.
The Tank Trailers business designs and manufactures liquid transportation systems, including stainless steel and aluminum tank trailers, for the North American chemical, dairy, food and beverage, and petroleum and energy service markets. Tank Trailers are marketed under the Walker Transport, Brenner® Tank, and Bulk International brands. Our Process Systems business designs and manufactures isolators, stationary silos, and downflow booths for the chemical, dairy, food and beverage, pharmaceutical, and nuclear markets. Process Systems markets its product offerings under the Walker® Engineered Products and Extract Technology® brands. Our Composites business includes offerings under our DuraPlate® composite panel technology, which contains unique properties of strength and durability that can be utilized in numerous applications in addition to trailers and truck bodies. Leveraging our DuraPlate® panel technology, our Composites business has designed and manufactured numerous
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proprietary products, including a full line of aerodynamic solutions designed to improve overall trailer aerodynamics and fuel economy, most notably the DuraPlate® AeroSkirt®. In addition, we utilize our DuraPlate® technology in the production of truck bodies, overhead doors, foldable portable storage containers, truck boxes, decking systems, and other industrial applications. These products are sold to original equipment manufacturers and aftermarket customers.
Final Mile Products
The Company added the Final Mile Products reportable segment following the acquisition of Supreme Industries, Inc. (“Supreme”) in September 2017. The FMP segment designs and manufactures cutaway, dry-freight, refrigerated, and stake bodies. This acquisition accelerated our growth and expanded our presence in the final mile space, with increased distribution paths and greater customer reach, and supports our mission to enable customers to succeed with breakthrough ideas and solutions that help them move everything from first to final mile. Final Mile Product truck bodies are offered in aluminum, FiberPanel PW, FiberPanel HC, or DuraPlate®, and are marketed under Kold King®, Iner-City®, Spartan, as well as other Wabash brands that leverage our fleet-proven DuraPlate® technology utilized in dry van trailers. Our Final Mile Products also include our molded structural composite truck bodies and fiberglass reinforced plywood used on some of our truck bodies. In addition, our MSC technology is available in our truck body offerings. With the acquisition of Supreme, our truck body line was expanded to include Classes 2 through 5, allowing us to serve a large variety of end customers in the final mile space. The FMP segment sells both direct to customers and through a large independent dealer network.
Strategy
We are an innovative engineered solutions provider with strong customer relationships across the first, middle, and final mile markets that will support profitable growth and provide adaptability to changes in the transportation, logistics, and distribution industries. We believe our One Wabash organizational structure and WMS are uniquely designed to achieve breakthrough customer value. Our value streams align our resources and processes on serving the customer, and our strategy is centered around our ability to scale core competencies by growing in and around core markets with known customers.
| COLD CHAIN | ■ Expand share in markets driven by movement of goods through the temperature-controlled cold chain | |||||||
■ Bringing differentiated solutions to create customer value by leveraging innovative technology offerings, including product offerings with Molded Structural Composites (“MSC”), eNowTM, and Gruau refrigerated inserts | ||||||||
| HOME DELIVERY | ■ Grow within the rapidly expanding market for home delivery of goods | |||||||
| ■ Augment truck body offerings to include vehicles specifically engineered to facilitate efficient home delivery of small packages | ||||||||
| PARTS & SERVICES | ■ Organic growth opportunities within trailer repair and truck body upfitting to become a scalable and tech-enabled distribution platform to serve existing and new customers | |||||||
| ■ Unifying historically disparate parts and services revenue streams to drive alignment and growth focus | ||||||||
We believe that if we are successful in focusing on each of these strategic initiatives, we will be well-positioned to advance our commitment to deliver long-term profitable growth within each of our reportable segments, support margin enhancement through our One Wabash organization and WMS mindset, and successfully deliver value to our shareholders. By continuing to be an innovation leader in the transportation, logistics, and distribution industries we expect to leverage our existing assets and capabilities into higher margin products and markets by delivering value-added customer solutions. Optimizing our product portfolio, operations, and processes to enhance manufacturing efficiency and agility is expected to well-position the Company to drive margin expansion and reinforce our customer relationships.
Acquisition Strategy
We believe that our overall business and segments have significant opportunities to grow through disciplined strategic acquisitions. When evaluating acquisition targets, we generally look for opportunities that exhibit the following attributes:
▪Customer-focused solutions;
▪Access to new technology and innovation;
▪Strong management team that is a cultural fit;
▪Aligned with our core competencies in purchasing, operations, distribution, and product development; and
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▪Growth markets, whether end-markets or geographical, within the transportation, logistics, and distribution industries.
Capital Allocation Strategy
We believe that a balanced and disciplined capital allocation strategy is necessary to support our growth initiatives and create shareholder value. The objectives and goals of the Company’s capital allocation strategy are summarized below:
| Maintain Liquidity: | § Manage the business for the long-term | |||||||
§ Continue to be equipped for changes in market conditions and strategic growth opportunities | ||||||||
| Debt Management: | § Reduce debt and de-lever the Company | |||||||
| Reinvest for Growth: | § Fund capital expenditures and research and development that support growth and productivity initiatives | |||||||
| Dividends: | § Maintain our regular dividend which has been paid for the last four consecutive years | |||||||
| Share Repurchases: | § Opportunistically repurchase shares | |||||||
§ Offset dilution from stock-based compensation | ||||||||
Industry and Competition
Trucking in the U.S., according to the American Trucking Association (“ATA”), was estimated to be a $791.7 billion industry in 2019, representing approximately 80% of the total U.S. transportation industry revenue. This represents a slight decrease of 0.6% from ATA’s 2018 estimate. Furthermore, ATA estimates that approximately 72.5% of all domestic freight tonnage in 2019 was carried by trucks, and 304.9 billion miles were traveled by registered trucks in 2018. Trailer demand is a direct function of the amount of freight to be transported. To meet this continued high demand for freight, truck carriers will need to replace and expand their fleets, which typically results in increased trailer orders.
Transportation in the U.S., including trucking, is a cyclical industry that has experienced three cycles (excluding 2020’s softened demand worsened by the COVID-19 pandemic) over the last 20 years. In each of the last three cycles the decline in freight tonnage preceded the general U.S. economic downturn and the recovery has generally preceded that of the economy as a whole. The trailer industry generally follows the transportation industry, experiencing cycles in the early and late 90’s lasting approximately 58 and 67 months, respectively. Truck freight tonnage, according to ATA statistics, started declining year-over-year in 2006 and remained at depressed levels through 2009. The most recent cycle concluded in 2009, lasting a total of 89 months. After three consecutive years with total trailer demand well below normal replacement demand levels estimated to be approximately 220,000 trailers, the period ending December 31, 2019 demonstrated six consecutive years of healthy demand in which there were total trailer shipments of approximately 269,000, 308,000, 286,000, 288,000, 323,000, and 328,000 for the years ending 2014, 2015, 2016, 2017, 2018, and 2019, respectively. Consistent with our expectations and industry forecasters, 2020 brought softened demand that was worsened and magnified by the uncertainty and economic impact caused by the COVID-19 pandemic. According to ACT Research Company (“ACT”), the current estimate for 2020 production is approximately 202,000 trailers, which is somewhat below normal replacement demand levels. However, ACT is estimating recovery in 2021 to more historically consistent production levels within the trailer industry of approximately 275,000 trailers. In addition, overall demand is expected to be in excess of replacement demand and industry specific indicators we track, including ATA’s truck tonnage index, carrier/fleet profitability, employment growth, housing and auto sectors, as well as the overall gross domestic product, continue to be positive indicators. Additional discussion and analysis is included under the section titled "Industry Trends" included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K.
Trailer manufacturers compete primarily through the quality of their products, customer relationships, innovative technology, and price. We have observed others in the industry also pursue the development and use of composite sidewalls that compete directly with our DuraPlate® products. Our product development is focused on maintaining a leading position with respect to these products and on development of new products and markets, leveraging products across our segments such as MSC, as well as our expertise in the engineering and design of customized products.
Our Diversified Products segment, in most cases, participates in markets different than our historical core van and platform trailer product offerings. The customers and end markets that our Diversified Products segment serve are broader and more diverse than the trailer industry, including environmental, pharmaceutical, biotech, oil and gas, and specialty vehicle markets. In addition, our diversification efforts pertain to new and emerging markets and many of the products are driven by regulatory requirements or, in most cases, customer-specific needs.
Our Final Mile Products segment competes in the specialized vehicle industry, whereby there are only a few national competitors and many smaller, regional companies. Competitive factors include quality of product, lead times, geographic
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proximity to customers, and the ability to manufacture a product customized to customer specifications. With our national presence, diverse product offerings, and broad customer relationships, we believe that we are well positioned to meet the competitive challenges presented.
Human Capital Resources and Management
As of December 31, 2020, we had approximately 5,800 full-time employees. Throughout 2020, essentially all of our active employees were non-union. Our temporary employees represented approximately 12% of our overall production workforce as of December 31, 2020.
We believe our commitment to our human capital resources is key to our mission to enable our customers to succeed with breakthrough ideas and solutions that help them move everything from first to final mile. In addition, our human capital resources are at the core of our Values and Leadership Principles. The Company’s executives, including the President and Chief Executive Officer (the “Senior Leadership Team”), are responsible for developing and executing the Company’s human capital strategy. This includes the attraction, acquisition, development, and engagement of talent to deliver on the Company’s strategy and the design of employee compensation and benefits programs. The Senior Leadership Team is also responsible for developing and integrating the Company’s diversity and inclusion roadmap. In addition, regular updates are provided to the Company’s Board of Directors and its committees on the operation and status of human capital trends and activities. Key areas of focus for the Company include:
▪Employee Engagement – We provide all employees with the opportunity to share their opinions and feedback on our culture through an annual employee engagement survey. Results of the survey are measured and analyzed to enhance the employee experience, promote employee retention, drive change, and leverage the overall success of our organization.
▪Talent Development – We provide all employees a wide range of professional development experiences, both formal and informal, at all stages in their careers. Our formal offerings include tuition reimbursement, leadership development experiences, vocational training, and self-directed learning modules. In addition, Wabash National employees and dependents of employees are eligible for a variety of scholarships offered by Wabash National and the industry associations to which we belong. In 2019, we awarded 16 high school graduates with Wabash National scholarships totaling $120,000.
▪Focus on Safety – At Wabash National, safety is our number one value. We prioritize the safety of our employees, our customers, and our communities. We partner with other manufacturers in the industry to further promote safety by sharing best practices and ideas for implementing higher standards.
We provide ongoing safety training and development at our production facilities, which are designed to focus on empowering our employees with the knowledge and tools they need to make safe choices and to mitigate risks. Our employees are encouraged to identify safety opportunities through our safety good catch program. The Company utilizes a mixture of leading and lagging indicators to assess the health and safety performance of its operations. For example, a lagging indicator includes the OSHA Total Recordable Incident Rate (“TRIR”). In 2019, the Company had a TRIR of 6.4 and there were no work-related fatalities. A leading metric we use is scoring from our Blueprint for Excellence, which assesses a facility’s overall safety program and identifies key areas of improvement. In 2020, Wabash National implemented a software platform to proactively mitigate safety risks by driving business decisions based on actionable insights and advanced analytics. In addition, we finished 2020 with best-ever TRIR performance of 3.8.
Our safety awards include:
◦2019 Truck Trailer Manufacturers Association Plant Safety Awards (New Lisbon, WI, and Portland, OR)
◦2018 Truck Trailer Manufacturers Association Plant Safety Award (San José Iturbide, Guanajuato, Mexico)
◦2017 Kentucky Governor’s Safety and Health Award (Cadiz, KY)
◦2016 Truck Trailer Manufacturers Association Plant Safety Awards (New Lisbon, WI, and San José Iturbide, Guanajuato, Mexico)
◦2015 Truck Trailer Manufacturers Association Plant Safety Awards (New Lisbon, WI, and Portland, OR)
◦2015 Truck Trailer Manufacturers Association Most Improved Tank Plant (Portland, OR)
In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government orders. For additional information regarding our COVID-19 employee safety measures, refer to the section titled "COVID-19 Update" included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K.
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▪Health and Wellness – The health and wellness of our employees is critical to our success. We provide our employees with access to a variety of innovative, flexible, and convenient health and wellness programs. Such programs are designed to support employees' physical and mental health by providing tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors.
▪Diversity, Equity and Inclusion – Wabash National is committed to having a workforce that is diverse and non-discriminatory at all levels, reflecting the diversity of our customers and the varied environments in which we conduct business around the globe. Recognizing, valuing, and fully leveraging our different perspectives and backgrounds to achieve our business goals demonstrates our inclusive culture and is one of our Leadership Principles. We need inclusion and diversity to achieve our targeted business results and fulfill our vision of being the innovation leader of engineered solutions for the transportation, logistics and distribution industries. Openness to diversity widens our access to the best talent, and inclusion allows us to engage that talent fully. In addition, we focus on preventing pay imbalances among genders, including proactive adjustments to pay, titles, and/or benefits to prevent gender pay gaps.
▪Compensation and Benefits – We provide robust compensation and benefits. In addition to salaries, these programs can include annual bonuses, stock-based compensation awards, a 401(k) plan and non-qualified deferred compensation plan with employee matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, safety shoe and prescription safety glass programs, an employee assistance program, and tuition assistance, among many others.
▪Community Involvement – Our employees volunteer with local charitable organizations and civic projects. In 2019, we donated more than $915,000 through corporate gifts and employee and supplier donations to nonprofit organizations, including but not limited to: United Way, Salvation Army, Big Brothers Big Sisters of America, Wabash Center, Special Olympics, Wreaths Across America, Food Finders Food Bank, and Mental Health America. We have also established a Day of Giving Program, which allows all full-time hourly and salaried employees with the opportunity to volunteer one scheduled workday each calendar year. This program has supported organizations including, but not limited to: YMCA, Boy Scouts of America, local schools, and veterans’ homes.
Our 2019 Sustainability Report is available on our website (ir.wabashnational.com) and references the ongoing environmental, social, and governance (ESG) initiatives that demonstrate our commitment to sustainability and social responsibility. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted.
Competitive Strengths
We believe our core competitive strengths include, but are not limited to:
▪Long-Term Core Customer Relationships – We are the leading provider of trailers to a significant number of top tier trucking companies, generating a revenue base that has helped to sustain us as one of the market leaders. Our van products are preferred by many of the industry’s leading carriers. We are also a leading provider of liquid-transportation systems and engineered products and we have a strong customer base, consisting of mostly private fleets, and have earned a leading market position across many of the markets we serve. In addition, we are a leading manufacturer of truck bodies, and we have a strong customer base of large national fleet leasing companies and large retailers.
▪Technology and Innovation – We continue to be recognized by the trucking industry as a leader in developing technology to provide value-added solutions for our customers that reduce trailer operating costs, improve revenue opportunities, and solve unique transportation problems. Throughout our history, we have been and we expect to continue to be a leading innovator in the design and production of trailers and related products. We have commercialized and launched DuraPlate® Cell Core, a modified DuraPlate® panel that reduces the weight of a conventional 53 foot DuraPlate® trailer by 300 pounds without compromising strength or durability. Our refrigerated van offerings now include MSC technology. In connection with our Cold Chain strategic initiative, the MSC Reefer is up to 30% more thermally efficient than conventional refrigerated vans, and is lighter with greater strength and durability. We will leverage this innovative technology in other facets of our business, such as the final mile space. We believe we also have an opportunity to apply our composite materials expertise within the electric vehicle space.
During 2020, in combination with technologies from eNowTM and Carrier Transicold, we introduced a zero-emission composite refrigerated trailer. This innovative trailer is now commercially available and provides customers a zero-emission refrigerated transportation solution that is more energy efficient and has a lower operating cost.
In addition, during the first quarter of 2021 we entered into an agreement with Gruau SAS to manufacture their refrigerated van inserts. Gruau refrigerated inserts are superior to spray foam and are engineered to provide premium performance in the Cold Chain final mile market. These inserts hold temperature and eliminate issues with mold and degradation and are compliant with the Food Safety Modernization Act.
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▪Significant Brand Recognition – We have been one of the most widely recognized brands in the industry and we participate broadly in the transportation industry through all of our business segments.
▪WMS and Enterprise Lean – Our Wabash Management System (“WMS”) is a set of principles and standardized business processes for the purpose of achieving our strategic objectives. By codifying what makes our company great, the WMS drives focus on the interconnected processes that are critical for success across our business. WMS is based on forward planning and continuous capability evaluation as we simultaneously drive execution and breakthrough performance. WMS requires everyone to be an active contributor to our enterprise-wide lean efforts and enables growth through innovation and industry leading customer satisfaction and alliances. Our WMS principles underpin an ongoing improvement cycle that includes Strategic Planning and Deployment, Kaizen, and Daily Management. It is through this set of standards and thinking that we create a “One Wabash” approach to our customers, add new business capabilities, and enable profitable growth.
Safety, quality, delivery, cost, morale, and environment are the core elements of our program of continuous improvement. We currently maintain an ISO 14001 registration of the Environmental Management System at four facilities, which include our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; and Harrison, Arkansas locations. In addition, we have achieved ISO 9001 registration of the Quality Management Systems at our Lafayette, Indiana, Cadiz, Kentucky, and Huddersfield, England facilities.
▪Corporate Culture – As further described above in the “Human Capital Resources and Management” section, we believe strong human capital acts as a competitive differentiator and our focus is not only on ensuring we have the right leaders in place to drive our strategic initiatives today, but also to nurture our talent pipeline to develop strong leaders for our company’s future. To that end, we benefit from an experienced, value-driven management team and dedicated workforce.
We strive to achieve alignment at every layer and throughout all functional areas of our business and are focused on ensuring the right systems are in place to facilitate all team members working toward the same shared goals. Critical to this is the One Wabash mindset that our business is constructed of three interlinked segments that benefit from one another and are stronger as a result of being part of Wabash National.
▪Extensive Distribution Network – We utilize a network of 23 independent dealers with approximately 80 locations throughout North America to distribute our van trailers, and our Transcraft distribution network consists of 65 independent dealers with approximately 93 locations throughout North America. Our tank trailers are distributed through a network of 54 independent dealers with 56 locations throughout North America. Additionally, our truck body dealer network consists of more than 1,000 commercial dealers. Our dealers primarily serve mid-market and smaller sized carriers and private fleets in the geographic region where the dealer is located and occasionally may sell to large fleets.
Regulation
Truck trailer length, height, width, maximum weight capacity and other specifications are regulated by individual states. The federal government also regulates certain safety and environmental sustainability features incorporated in the design and use of truck and tank trailers, as well as truck bodies. These regulations include: requirements to install Electronic Logging Devices, the use of aerodynamic devices and fuel saving technologies, as well as operator restrictions as to hours of service and minimum driver safety standards (see “Industry Trends” included within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K for more details on these regulations). In addition, most tank trailers we manufacture have specific federal regulations and restrictions that dictate tank design, material type and thickness. Manufacturing operations are subject to environmental laws enforced by federal, state and local agencies (see “Environmental Matters”).
Products
Since our inception, we have worked to expand our product offerings from a single truck trailer dry van product to a broad range of engineered solutions for the transportation, logistics, and distribution industries to help our customers move everything from first to final mile. We manage a diverse product portfolio, maintain long-standing customer relationships, and focuses on innovative and breakthrough technologies within three operating segments.
Our current Commercial Trailer Products segment primarily includes the following products:
▪Dry Van Trailers. The dry van market represents our largest product line and includes trailers sold under the DuraPlate® DuraPlateHD® trademarks. Our DuraPlate® trailers utilize a proprietary technology that consists of a composite plate wall for increased durability and greater strength. In addition, we recently introduced DuraPlate® Cell Core, a modified DuraPlate® panel that reduces the weight of a conventional 53 foot DuraPlate® trailer by 300 pounds.
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▪Platform Trailers. Platform trailers are sold under the Transcraft® and Benson® trademarks. Platform trailers consist of a trailer chassis with a flat or “drop” loading deck without permanent sides or a roof. These trailers are primarily utilized to haul steel coils, construction materials, and large equipment. In addition to our all steel and combination steel and aluminum platform trailers, we also offer a premium all-aluminum platform trailer.
▪Refrigerated Trailers. Our refrigerated trailers provide thermal efficiency, maximum payload capacity, and superior damage resistance. Our refrigerated trailers are sold under the ArcticLite® trademark and use our proprietary SolarGuard® technology, coupled with our foaming process, which we believe enables customers to achieve lower costs through reduced operating hours of refrigeration equipment and therefore reduced fuel consumption. Our breakthrough MSC Reefer with advanced molded structural composite technology provides up to 30% improvement in thermal performance over conventional construction, prevents water intrusion, slows foam degradation, and ultimately, extends equipment life. The all-composite floor system of the MSC Reefer increases cube capacity and eliminates corrosion issues of conventional refrigerated trailers. The molded structural composite sidewalls, nose, and roof provide up to 2x the puncture resistance of standard liners, keeping maintenance costs at a minimum.
▪Specialty Trailers. These products include a wide array of specialty equipment and services generally focused on products that require a higher degree of customer specifications and requirements. These specialty products primarily relate to converter dollies.
▪Aftermarket Parts and Service. Aftermarket component products are manufactured to provide continued support to our customers throughout the life-cycle of the trailer. Aurora Parts & Accessories, LLC is the exclusive supplier of the aftermarket component products for our dry van, refrigerated, and platform trailers. Utilizing our on-site service centers, we provide a wide array of quality aftermarket parts and services to our customers.
▪Used Trailers. These products includes the sale of used trailers through our used fleet sales center to facilitate new trailer sales with a focus on selling both large and small fleet trade packages to the wholesale market as well as through our branch network to enable us to re-market and promote new trailer sales.
▪Wood Products. We manufacture laminated hardwood oak flooring used primarily in our dry van trailer segment at our manufacturing operations located in Harrison, Arkansas.
Our current Diversified Products segment primarily includes the following products:
▪Tank Trailers. Tank Trailers currently has several principal brands dedicated to transportation products including Walker Transport, Brenner® Tank, and Bulk Tank International. Equipment sold under these brands include stainless steel and aluminum liquid and dry bulk tank trailers and other transport solutions for the dairy, food and beverage, chemical, environmental, petroleum and refined fuel industries. We also provide parts and maintenance and repair services for tank trailers and other related equipment through our five Brenner Tank Service centers.
▪Walker Transport – Founded as the original Walker business in 1943, the Walker Transport brand includes stainless steel tank trailers for the dairy, food and beverage end markets.
▪Brenner® Tank – Founded in 1900, Brenner® Tank manufactures stainless steel and aluminum tank trailers, dry bulk trailers, and fiberglass reinforced poly tank trailers, as well as vacuum tank trailers for the oil and gas, chemical, energy and environmental services end markets.
▪Bulk Tank International – Manufactures stainless steel tank trailers for the oil and gas and chemical end markets.
▪Beall® Trailers – With tank trailer production dating to 1928, the Beall® brand includes aluminum tank trailers and related tank trailer equipment for the dry bulk and petroleum end markets. As further described in Note 20 of the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K, during the fourth quarter of 2020 we sold our Beall® brand of tank trailers and associated assets.
▪Process Systems. Process Systems currently sells products under the Walker Engineered Products and Extract Technology® brands and specializes in the design and production of a broad range of products including: a portfolio of products for storage, mixing and blending, including process vessels, as well as round horizontal and vertical storage silo tanks; containment and isolation systems for the pharmaceutical, chemical, and nuclear industries, including custom designed turnkey systems and spare components for full service and maintenance contracts; containment systems for the pharmaceutical, chemical and biotech markets.
▪Walker Engineered Products – Since the 1960s, Walker has marketed stainless steel storage tanks and silos, mixers, and processors for the dairy, food and beverage, pharmaceutical, chemical, craft brewing, and biotech end markets under the Walker Engineered Products brand.
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▪Extract Technology® – Since 1981, the Extract Technology® brand has included stainless steel isolators and downflow booths, as well as custom-fabricated equipment, including workstations and drum booths for the pharmaceutical, fine chemical, biotech and nuclear end markets.
▪Composites. Our Composites business is focused on the use of DuraPlate® composite panels beyond the semi-trailer market. Product offerings include truck bodies, overhead doors, and other industrial applications. We continue to develop new products and actively explore markets that can benefit from the proven performance of our proprietary technology. We offer a full line of aerodynamic solutions designed to improve overall trailer aerodynamics and fuel economy, most notably the DuraPlate® AeroSkirt®, which is EPA Smartway® verified and California Air Resource Board compliant.
The Final Mile Products segment, established after the acquisition of Supreme in 2017, primarily includes the following products:
▪Signature Van Bodies. Signature van bodies range from 8 to 28 feet in length with exterior walls assembled from one of several material options including pre-painted aluminum, FiberPanel PW, FiberPanel HC, or DuraPlate®. Additional features include molded composite front and side corners, LED marker lights, sealed wiring harnesses, hardwood or pine flooring, and various door configurations to accommodate end-user loading and unloading requirements. This product is adaptable for a diverse range of uses in dry-freight transportation.
▪Iner-City® Cutaway Van Bodies. An ideal route truck for a variety of commercial applications, the Iner-City bodies are manufactured on cutaway chassis which allow access from the cab to the cargo area. Borrowing many design elements from Supreme’s larger van body, the Iner-City is shorter in length (8 to 18 feet) than a typical van body.
▪Spartan Service Bodies. Built on a cutaway chassis and constructed of FiberPanel PW or DuraPlate®, the Spartan cargo van provides the smooth maneuverability of a commercial van with the full-height and spacious cargo area of a truck body. In lengths of 8 to 14 feet and available with a variety of pre-designed options, the Spartan cargo van is a bridge product for those moving up from a traditional cargo van into the truck body category.
▪Kold King® Insulated Van Bodies. Kold King® insulated bodies, in lengths up to 28 feet, provide versatility and dependability for temperature controlled applications. Flexible for either hand-load or pallet-load requirements, they are ideal for multi-stop distribution of both fresh and frozen products.
▪Stake Bodies. Stake bodies are flatbeds with various configurations of removable sides. The stake body is utilized for a broad range of agricultural and construction industries’ transportation needs.
▪Final Mile Series and Cold Chain Series. Introduced in 2015, we have combined fleet-proven equipment designs and advanced materials to create a line of high performance refrigerated and dry freight truck bodies for Class 6, 7, and 8 chassis. The truck body product leverages our DuraPlate® technology utilized in dry van trailers as well as DuraPlate® Cell Core to improve weight and thermal efficiency in refrigerated truck body applications.
Customers
Our customer base has historically included many of the nation’s largest truckload common carriers, leasing companies, private fleet carriers, less-than-truckload common carriers, and package carriers. We continue to expand our customer base and achieve diversification through acquisitions, organic growth, product innovation, and through our extensive distribution and service network. All of these efforts have been accomplished while maintaining our relationships with our core customers. Our five largest customers together accounted for approximately 21%, 27%, and 25% of our aggregate net sales in 2020, 2019 and 2018, respectively. No individual customer accounted for more than 10% or more of our aggregate net sales during the past three years. International sales accounted for less than 10% of net sales for each of the last three years.
Our Commercial Trailer Products segment has established relationships as a supplier to many large customers in the transportation industry, including the following:
▪Truckload Carriers: Averitt Express, Inc.; Covenant Transportation Group, Inc.; Cowan Systems, LLC; Crete Carrier Corporation; Heartland Express, Inc.; J.B Hunt Transport, Inc.; Knight-Swift Transportation Holdings Inc.; Schneider National, Inc.; and Werner Enterprises, Inc.
▪Less-Than-Truckload Carriers: FedEx Corporation; Old Dominion Freight Lines, Inc.; R&L Carriers Inc.; and Saia, Inc.
▪Refrigerated Carriers: CR England, Inc.; K&B Transportation, Inc.; Prime, Inc.; and Southern Refrigerated Transport, Inc.
▪Leasing Companies: Penske Truck Leasing Company; Wells Fargo Equipment Finance, Inc.; and Xtra Lease, Inc.
▪Private Fleets: C&S Wholesale Grocers, Inc.; Dollar General Corporation; and Safeway, Inc.
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▪Liquid Carriers: Dana Liquid Transport Corporation; Evergreen Tank Solutions LLC; Kenan Advantage Group, Inc.; Oakley Transport, Inc.; Quality Carriers, Inc.; Superior Tank, Inc.; and Trimac Transportation.
Through our Diversified Products segment we also sell our products to several other customers including, but not limited to: GlaxoSmithKline Services Unlimited; W.M. Sprinkman; Dairy Farmers of America; Nestlé; Matlack Leasing LLC; and Wabash Manufacturing, Inc. (an unaffiliated company).
Through our Final Mile Products segment we sell to fleet leasing customers and direct customers including, but not limited to: Penske Truck Leasing Company; Ryder System, Inc.; Amazon.com; Budget Truck Rental, LLC; Enterprise Holdings, Inc.; and Rent-A-Center.
Marketing and Distribution
We market and distribute our products through the following channels:
▪Factory direct accounts; and
▪Independent dealerships.
Factory direct accounts are generally large fleets that are high volume purchasers. Historically, we have focused on the factory direct market in which customers are highly knowledgeable of the life-cycle costs of equipment and, therefore, are best equipped to appreciate the innovative design and value-added features of our products, as well as the value proposition for lower total cost of ownership over the life-cycle of our products.
We also sell our van, platform, and tank trailers through a network of independent dealers. Additionally, our truck body products are sold through commercial dealers. Our dealers primarily serve mid-market and smaller sized carriers and private fleets in the geographic region where the dealer is located and occasionally may sell to large fleets. The dealers may also perform service and warranty work for our customers.
Raw Materials
We utilize a variety of raw materials and components including, but not limited to, specialty steel coil, stainless steel, plastic, aluminum, lumber, tires, landing gear, axles and suspensions, which we purchase from a limited number of suppliers. Raw material costs as a percentage of net sales for 2020 were relatively consistent with 2019. However, significant price fluctuations or shortages in raw materials or finished components have had, and could have in the future, adverse effects on our results of operations. In 2021 and for the foreseeable future, we expect that the raw materials used in the greatest quantity will be steel, aluminum, plastic, and wood. We will endeavor to pass along raw material and component cost increases. Price increases used to offset inflation or disruption of supply in core materials have generally been successful, although sometimes are delayed. Increases in prices for these purposes represent a risk in execution. In an effort to minimize the effect of price fluctuations, we only hedge certain commodities that have the potential to significantly impact our results of operations.
Backlog
Orders that have been confirmed by customers in writing, have defined delivery timeframes and can be produced during the next 18 months are included in our backlog. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications, terms or cancellation. Our backlog of orders at December 31, 2020 was approximately $1,482 million, which is an increase of 31% from the backlog as of December 31, 2019 of $1,127 million. We believe our backlog of orders is strong as of December 31, 2020, especially considering the COVID-19 pandemic’s impact on our industry, operations, and demand for our products. We expect to complete the majority of our backlog orders as of December 31, 2020 within the next 12 months.
Patents and Intellectual Property
We hold or have applied for 148 patents in the U.S. on various components and techniques utilized in our manufacture of transportation equipment and engineered products. In addition, we hold or have applied for 187 patents or registered designs in foreign countries.
Our patents include intellectual property related to the manufacture of trailers, containers, and aerodynamic-related products using our proprietary DuraPlate® products, truck body, trailer, and aerodynamic-related products utilizing other lightweight panel products and composite materials, our containment and isolation systems, tanks, and other engineered products—all of which we believe offer us a significant competitive advantage in the markets in which we compete.
Our DuraPlate® patent portfolio includes several patents and pending patent applications, which cover not only utilization of our DuraPlate® products in the manufacture of trailers, but also cover a number of aerodynamic-related products aimed at increasing the fuel efficiency of trailers. U.S. and foreign patents and patent applications in our DuraPlate® patent portfolio have expiration dates extending until 2036. Certain U.S. patents relating to the combined use of DuraPlate® panels and logistics systems within the sidewalls of our dry van trailers will not expire until 2027 or after; several other issued U.S. patents and pending patent applications relating to the use of DuraPlate® panels, or other composite materials, within aerodynamic-related
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products will not begin to expire until after 2030. Additionally, we also believe that our proprietary DuraPlate® and DuraPlate® Cell Core production processes, which have been developed and refined since 1995, offer us a significant competitive advantage in the industry – above and beyond the benefits provided by any patent protection concerning the use and/or design of our DuraPlate® products. We believe the proprietary knowledge of these processes and the significant intellectual and capital hurdles in creating similar production processes provide us with an advantage over others in the industry who utilize composite sandwich panel technology.
Our intellectual property portfolio further includes a number of patent applications related to the manufacture of truck bodies and trailers using our high-performance MSC Technology™ polymer composite component parts. These patents and patent applications cover the polymer composite component structure and method of manufacturing the same. We believe the intellectual property related to this use of polymer composite technology in our industry, including proprietary knowledge of the processes involved in manufacturing these components and the resulting products, will offer us a significant market advantage to continue to create proprietary products exploiting this technology. These patent applications will not begin to expire until 2036. Additionally, our intellectual property portfolio includes patents related to the rear impact guard (“RIG”). The RIG patents include RIG designs which surpass the current and proposed federal regulatory RIG standards for the U.S. and Canada and will not begin to expire until 2035.
In addition, our intellectual property portfolio includes patents and patent applications covering many of our engineered products, including our containment and isolation systems, as well as many trailer industry components. These products have become highly desirable and are recognized for their innovation in the markets we serve. The engineered products patents and patent applications relate to our industry leading isolation systems, sold under the Extract Technologies® brand name. While these patents will begin to expire in late 2021 and 2022, we hold additional patents and/or patent applications relating to containment assemblies with recirculatory airflow which will expire in 2027 and to modular cell therapy isolators which expire in 2038. The patents relating to our proprietary trailer-industry componentry include, for example, those covering the Trust Lock Plus® door locking mechanism, the Max Clearance® Overhead Door System, which provides additional overhead clearance when an overhead-style rear door is in the opened position that would be comparable to that of swing-door models, the use of bonded or riveted intermediate logistics strips, the bonded D-ring hold-down device, bonded skylights, and the DuraPlate® arched roof. The patents covering these products will not expire before 2029. We believe all of these proprietary products offer us a competitive market advantage in the industries in which we compete.
We also hold or have applied for 43 trademarks in the U.S. as well as 63 trademarks in foreign countries. These trademarks include the Wabash®, Wabash National®, Transcraft®, Benson®, Extract Technology®, Brenner®, and Supreme® brand names as well as trademarks associated with our proprietary products such as DuraPlate®, Transcraft Eagle®, Arctic Lite®, Kold King®, Iner-City®, Isopharm®, and Steripharm®. Additionally, we utilize several tradenames that are each well-recognized in their industries, including Walker Transport, Walker Stainless Equipment, Walker Engineered Products, and Bulk Tank International. Our trademarks associated with additional proprietary products include MSC Technology™, MaxClearance® Overhead Door System, Trust Lock Plus® EZ-7®, DuraPlate Aeroskirt®, Aeroskirt CX®, DuraPlate HD®, SolarGuard®, Lock-Rite®, and EZ-Adjust®. We believe these trademarks are important for the identification of our products and the associated customer goodwill; however, our business is not materially dependent on such trademarks.
Environmental Matters
Our facilities are subject to various environmental laws and regulations, including those relating to air emissions, wastewater discharges, the handling and disposal of solid and hazardous wastes and occupational safety and health. Our operations and facilities have been, and in the future may become, the subject of enforcement actions or proceedings for non-compliance with such laws or for remediation of company-related releases of substances into the environment. Resolution of such matters with regulators can result in commitments to compliance abatement or remediation programs and, in some cases, the payment of penalties (see “Legal Proceedings” in Part I Item 3 for more details).
We believe that our facilities are in substantial compliance with applicable environmental laws and regulations. Our facilities have incurred, and will continue to incur, capital and operating expenditures and other costs in complying with these laws and regulations. However, we currently do not anticipate that the future costs of environmental compliance will have a material adverse effect on our business, financial condition, cash flows, or results of operations.
Website Access to Company Reports
We use our Investor Relations website, ir.wabashnational.com, as a channel for routine distribution of important information, including news releases, presentations, and financial information. We post filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities Exchange Commission (“SEC”), including our annual, quarterly, and current reports on Forms 10-K, 10-Q and 8-K, our proxy statements, and any amendments to those reports or statements. All such postings and filings are available on our Investor Relations website. The SEC also maintains a website, www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted.
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Information About Our Executive Officers
The following are the executive officers of the Company:
| Name | Age | Position | ||||||||||||
| Brent L. Yeagy | 50 | President and Chief Executive Officer, Director of the Board of Directors | ||||||||||||
| M. Kristin Glazner | 43 | Senior Vice President, General Counsel and Chief Human Resources Officer, Corporate Secretary | ||||||||||||
| Kevin J. Page | 59 | Senior Vice President, Customer Value Creation | ||||||||||||
| Michael N. Pettit | 46 | Senior Vice President and Chief Financial Officer | ||||||||||||
| Dustin T. Smith | 43 | Senior Vice President, Global Operations | ||||||||||||
Brent L. Yeagy. Since June 2018, Mr. Yeagy has been responsible for the strategic direction and operations of Wabash National in his role as President and Chief Executive Officer. Before his appointment as President and CEO, Mr. Yeagy was President and Chief Operating Officer from October 2016 to June 2018. Mr. Yeagy joined Wabash National in 2003 and held a number of positions with increasing responsibility, including Vice President of Manufacturing, Vice President and General Manager of Commercial Trailer Products, and Senior Vice President – Group President, Commercial Trailer Products. Prior to Wabash National, from 1999 to 2003, Mr. Yeagy held various positions within human resources, environmental engineering and safety management for Delco Remy International. Mr. Yeagy served in various plant engineering roles at Rexnord Corporation from December 1995 through 1999. He also served in the United States Navy from 1991 to 1994. Mr. Yeagy holds a Bachelor of Science in Environmental Engineering Science and a Master of Science in Safety Engineering from Purdue University, and an MBA in Business Management from Anderson University. He has also attended executive programs at the University of Michigan’s Ross School of Business as well as Stanford’s Graduate School of Business. Mr. Yeagy is a graduate of the U.S. Navy’s Naval Nuclear Power Program and participated in the Navy’s Officer Candidate Program.
M. Kristin Glazner. Ms. Glazner was appointed to Senior Vice President, General Counsel and Chief Human Resources Officer, Corporate Secretary on June 1, 2020. She previously served as Senior Vice President and Chief Human Resources Officer since November 2018. Ms. Glazner joined Wabash National in February 2010 as Corporate Counsel and served in that role until October 2017, when she was appointed to the position of Vice President – Human Resources and Legal Administration, then Vice President – Corporate Human Resources. Before joining Wabash National, Ms. Glazner was an attorney with the law firm Baker & Daniels LLP (now Faegre Baker Daniels LLP) from 2002 to 2010. She holds a Juris Doctor degree from Indiana University Maurer School of Law and a Bachelor of Arts degree from Butler University.
Kevin J. Page. Mr. Page was appointed to Senior Vice President, Customer Value Creation on March 23, 2020. He previously served as Senior Vice President and Group President, Diversified Products Group and Final Mile Products since January 2020, after serving as Senior Vice President and Group President, Diversified Products Group from October 2017 to January 2020. Mr. Page joined Wabash National in February 2017 as Vice President and General Manager, Final Mile and Distributed Services. Prior to Wabash National, he was Interim President of Truck Accessories Group, LLC from 2015 to 2016, and Vice President of Sales, Marketing and Business Development from 2012 to 2015. He served as President of Universal Trailer Cargo Group from 2008 to 2012. Mr. Page also had a 23-year tenure at Utilimaster Corporation serving in various sales roles, including as Vice President of Sales and Marketing. Mr. Page has a Bachelor of Arts in Economics from Wabash College and an MBA (Executive) from Notre Dame. Throughout his career he has also completed executive programs at the University of Chicago, Harvard Business School, University of Michigan and American Management Association.
Michael N. Pettit. Mr. Pettit was appointed to Senior Vice President and Chief Financial Officer in January 2020. He previously served as Senior Vice President and Group President, Final Mile Products (2018-2020) and Vice President of Finance and Investor Relations (2014–2018). He joined Wabash National in 2012 as Director of Finance for Commercial Trailer Products. Prior to Wabash National, from 1998 to 2012, Mr. Pettit held various finance positions with increasing responsibility at Ford Motor Company. With more than 20 years of experience in the transportation industry, he has a broad understanding of strategic planning, mergers and acquisitions, pricing strategy, production planning, and lean manufacturing processes and principles. Mr. Pettit has a Bachelor of Science in Industrial Management from Purdue University and an MBA from Indiana University.
Dustin T. Smith. Mr. Smith was appointed Senior Vice President, Global Operations on March 23, 2020. He previously served as Senior Vice President and Group President, Commercial Trailer Products from October 2017 to March 2020. Mr. Smith joined Wabash National in 2007 and has held a number of positions with increasing responsibility, including Director of Finance, Director of Manufacturing, Vice President of Manufacturing, and Senior Vice President and General Manager. Prior to Wabash National, from 2000 to 2007, Mr. Smith held various positions at Ford Motor Company in Dearborn Michigan, across both product development and manufacturing divisions, including Plant Controller. His 17+ years of experience in finance and operations gives Mr. Smith a unique understanding of how manufacturing systems directly affect financial results. Mr. Smith holds a Bachelor of Science in Accounting and an MBA in Corporate Finance from Purdue University. He has also completed
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the Advanced Management Program at Harvard Business School, in addition to attending several executive programs at the Booth School of Management from University of Chicago.
ITEM 1A—RISK FACTORS
You should carefully consider the risks described below in addition to other information contained or incorporated by reference in this Annual Report before investing in our securities. Realization of any of the following risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Risks Related to Our Business, Strategy and Operations
The COVID-19 pandemic, or other outbreaks of disease or similar public health threats, could materially and adversely affect our business, financial condition, cash flows and results of operations.
The outbreak of COVID-19, and any other outbreaks of contagious diseases or other adverse public health developments in the United States or worldwide, could have a material adverse effect on our business, financial condition, cash flows and results of operations. COVID-19 has significantly impacted economic activity and markets worldwide, and it could continue to negatively affect our business in a number of ways. These effects could include, but are not limited to:
▪Disruptions or restrictions on our employees’ ability to work effectively due to illness, travel bans, quarantines, shelter-in-place orders or other limitations.
▪Temporary closures of our facilities or the facilities of our customers or suppliers, which could affect our ability to timely meet our customer’s orders and negatively impact our supply chain.
▪In an effort to increase the wider availability of needed medical and other supplies and products, we may elect to, or governments may require us to, allocate manufacturing capacity (for example, pursuant to the U.S. Defense Production Act) in a way that adversely affects our regular operations in a manner that may result in adversely affecting our reputation and customer and supplier relationships.
▪Resulting cost increases from the effects of a pandemic such as COVID-19 may not be fully recoverable.
▪The failure of third parties on which we rely, including our suppliers, customers, contractors, commercial banks and external business partners, to meet their respective obligations to the Company, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties.
▪The COVID-19 pandemic has significantly increased economic and demand uncertainty and has led to disruption and volatility in the global credit and financial markets, which increases the cost of capital and adversely impacts access to capital for both the Company and our customers and suppliers.
▪Commodity costs have become more volatile due to the COVID-19 outbreak. We expect continued commodity cost volatility, and our commodity hedging program might not sufficiently offset this volatility.
▪Disruptions or uncertainties related to the COVID-19 outbreak for a sustained period of time could result in delays or modifications to our strategic plans and initiatives and hinder our ability to achieve our strategic goals.
▪The COVID-19 pandemic has caused a global economic slowdown that may last for a potentially extended duration, and it is possible that it could cause a global recession. Deteriorating economic and political conditions caused by the COVID-19 pandemic, such as increased unemployment, decreases in capital spending, declines in consumer confidence, or economic slowdowns or recessions, could cause a decrease in demand for our products.
▪An impairment in the carrying value of goodwill or intangible assets or a change in the useful life of definite-lived intangible assets could occur if there are sustained changes in consumer purchasing behaviors, government restrictions, financial results, or a deterioration of macroeconomic conditions.
▪Actions we have taken or may take, or decisions we have made or may make, as a consequence of the COVID-19 pandemic may result in legal claims or litigation against us.
The extent to which the COVID-19 pandemic, or other outbreaks of disease or similar public health threats, materially and adversely impacts our business, financial condition, cash flows and results of operations is highly uncertain and will depend on future developments. Such developments may include the geographic spread and duration of the virus, the severity of the disease and the actions that may be taken by various governmental authorities and other third parties in response to the outbreak. In addition, how quickly, and to what extent, normal economic and operating conditions can resume cannot be predicted, and the resumption of normal business operations may be delayed or constrained by lingering effects of the COVID-19 pandemic on our suppliers, third-party service providers, and/or customers.
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Our business is highly cyclical and a downturn could have a material adverse effect on our business, financial condition, cash flows and results of operations.
The truck trailer manufacturing industry historically has been, and is expected to continue to be, cyclical, as well as affected by overall economic conditions. Customers historically have replaced trailers in cycles that run from five to 12 years, depending on service and trailer type. Poor economic conditions can adversely affect demand for new trailers and has historically led to an overall aging of trailer fleets beyond a typical replacement cycle. Customers’ buying patterns can also be influenced by regulatory changes, such as federal hours-of-service rules as well as overall truck safety and federal emissions standards.
The steps we have taken to diversify our product offerings through the implementation of our strategic plan do not insulate us from this cyclicality. During downturns, we operate with a lower level of backlog and have had to temporarily slow down or halt production at some or all of our facilities, including extending normal shut down periods and reducing salaried headcount levels. An economic downturn may reduce, and in the past has reduced, demand for trailers and our other products, resulting in lower sales volumes and lower prices and could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Demand for our products is sensitive to economic conditions over which we have no control and that may have a material adverse effect on our business, financial condition, cash flows and results of operations.
Demand for our products is sensitive to changes in economic conditions, including changes related to unemployment, consumer confidence, consumer income, new housing starts, industrial production, government regulations, and the availability of financing and interest rates. The status of these economic conditions periodically have an adverse effect on truck freight and the demand for, and the pricing of, our products, and have also resulted in, and could in the future result in, the inability of customers to meet their contractual terms or payment obligations, any of which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Economic weakness and its impact on the markets and customers we serve could have a material adverse effect on our business, financial condition, cash flows and results of operations.
While the trailer industry has recently experienced a period of strong demand levels, we cannot provide any assurances that we will be profitable in future periods or that we will be able to sustain or increase profitability in the future. Increasing our profitability will depend on several factors including our ability to increase our overall trailer volumes, improve our gross margins, gain continued momentum on our product diversification efforts and manage our expenses. If we are unable to sustain profitability in the future, we may not be able to meet our payment and other obligations under our outstanding debt agreements.
We continue to be reliant on the credit, housing, energy and construction-related markets in the U.S. The same general economic concerns faced by us are also faced by our customers. We believe that some of our customers are highly leveraged and have limited access to capital, and their continued existence may be reliant on liquidity from global credit markets and other sources of external financing. Lack of liquidity by our customers could impact our ability to collect amounts owed to us and our failure to collect these amounts could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Changes in US trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse effect on our business, financial condition, cash flows and results of operations.
The U.S. government has announced, and in some cases implemented, an approach to trade policy that includes renegotiating or potentially terminating certain trade agreements, as well as implementing or increasing tariffs on foreign goods and raw materials such as steel and aluminum. These tariffs and potential tariffs have resulted, or may result, in increased prices for certain imported goods and raw materials. While we source the majority of our materials and components domestically, tariffs and potential tariffs have caused, and may continue to cause, increases and volatility in prices for domestically sourced goods and materials that we require for our products, particularly aluminum and steel. When the costs of our components and raw materials increase, we may not be able to hedge or pass on these costs to our customers, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We may not be able to execute on our long-term strategic plan and growth initiatives, or meet our long-term financial goals, and this may have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our long-term strategic plan is intended to generate long-term value for our shareholders while delivering profitable growth through all our business segments. The long-term financial goals that we expect to achieve as a result of our long-term strategic plan and organic growth initiatives are based on certain assumptions, which may prove to be incorrect. We cannot provide any assurance that we will be able to fully execute on our strategic plan or growth initiatives, which are subject to a variety of risks including our ability to: diversify the product offerings of our non-trailer businesses; leverage acquired businesses and assets to
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grow sales with our existing products; design and develop new products to meet the needs of our customers; increase the pricing of our products and services to offset cost increases and expand gross margins; scale our manufacturing capacity and resources to efficiently meet customer demand; and execute potential future acquisitions, mergers, and other business development opportunities. If we are unable to successfully execute on our strategic plan, we may experience increased competition, material adverse financial consequences and a decrease in the value of our stock. Additionally, our management’s attention to the implementation of the strategic plan, which includes our efforts at diversification, may distract them from implementing our core business which may also have material adverse financial consequences.
We have a limited number of suppliers of raw materials and components; increases in the price of raw materials or the inability to obtain raw materials could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We currently rely on a limited number of suppliers for certain key components and raw materials in the manufacturing of our products, such as tires, landing gear, axles, suspensions, specialty steel coil, stainless steel, plastic, aluminum and lumber. From time to time, there have been, and may in the future be, shortages of supplies of raw materials or components, or our suppliers may place us on allocation, which would have an adverse impact on our ability to meet demand for our products. Shortages and allocations may result in inefficient operations and a build-up of inventory, which can negatively affect our working capital position. In addition, price volatility in commodities we purchase that impacts the pricing of raw materials could have negative impacts on our operating margins. The loss of any of our suppliers or their inability to meet our price, quality, quantity and delivery requirements could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our diversification strategy may not be successfully executed, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
In addition to our commitment to long-term profitable growth within each of our existing reporting segments, our strategic initiatives include a focus on diversification, both organic and strategic, to continue to transform Wabash into a lean, innovation leader of engineered solutions with a higher growth and margin profile and successfully deliver a greater value to our shareholders. Organically, our focus is on profitably growing and diversifying our operations by leveraging our existing assets, capabilities, and technology into higher margin products and markets and thereby providing value-added customer solutions. Strategically, we continue to focus on becoming a more diversified industrial manufacturer, broadening the product portfolio we offer, the customers and end markets we serve, and our geographic reach.
Some of our existing diversification efforts are in the early growth stages and future success is largely dependent on continued customer adoption of our new product solutions and general expansion of our customer base and distribution channels. We also expect future acquisitions to form a key component of strategic diversification. Diversification through acquisitions involve identifying and executing on transactions and managing successfully the integration and growth of acquired companies and products, all of which involve significant resources and risk of failure. Diversification efforts put a strain on our administrative, operational and financial resources and make the determination of optimal resource allocation difficult. If our efforts to diversify the business organically and/or strategically do not meet the expectations we have, it could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Volatility in the supply of vehicle chassis and other vehicle components could have a material adverse effect on our Final Mile Products business.
With the exception of some specialty vehicle products, we generally do not purchase vehicle chassis for our inventory and accept shipments of vehicle chassis owned by dealers or end-users for the purpose of installing and/or manufacturing our specialized truck bodies on such chassis. Historically, General Motors Company (“GM”) and Ford Motor Company (“Ford”) have been the primary suppliers of chassis. In the event of a disruption in supply from one major supplier, we would attempt to use another major supplier, but there can be no assurance that this attempt would be successful. Nevertheless, in the event of chassis supply disruptions, there could be unforeseen consequences that may have a material adverse effect on our truck body operations.
We also face risks relative to finance and storage charges for maintaining an excess supply of chassis from GM and Ford. Under the converter chassis pool agreements, if a chassis is not delivered to a customer within a specified time frame, we are required to pay finance or storage charges on such chassis.
A change in our customer relationships or in the financial condition of our customers could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We have longstanding relationships with a number of large customers to whom we supply our products. We do not have long-term agreements with these customers. Our success is dependent, to a significant extent, upon the continued strength of these relationships and the growth of our core customers. We often are unable to predict the level of demand for our products from these customers, or the timing of their orders. In addition, the same economic conditions that adversely affect us also often
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adversely affect our customers. Furthermore, we are subject to a concentration of risk as the five largest customers together accounted for approximately 21% of our aggregate net sales in 2020. Over the previous three years, no customer has individually accounted for greater than 10% of our annual aggregate net sales. The loss of a significant customer or unexpected delays in product purchases could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Significant competition in the industries in which we operate may result in our competitors offering new or better products and services or lower prices, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
The industries in which we participate are highly competitive. We compete with other manufacturers of varying sizes, some of which have substantial financial resources. Manufacturers compete primarily on the quality of their products, customer relationships, service availability and price. Barriers to entry in the standard trailer and truck body manufacturing industry are low. As a result, it is possible that additional competitors could enter the market at any time. In the recent past, manufacturing over-capacity and high leverage of some of our competitors, along with bankruptcies and financial stresses that affected the industry, contributed to significant pricing pressures.
If we are unable to successfully compete with other manufacturers, we could lose customers and our revenues may decline. In addition, competitive pressures in the industry may affect the market prices of our new and used equipment, which, in turn, may have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our Final Mile Products segment competes in the highly competitive specialized vehicle industry which may impact its financial results.
The competitive nature of the specialized vehicle industry creates a number of challenges for our Final Mile Products segment. Important factors include product pricing, quality of product, lead times, geographic proximity to customers, and the ability to manufacture a product customized to customer specifications. Specialized vehicles are produced by a number of smaller, regional companies which create product pricing pressures that could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our technology and products may not achieve market acceptance or competing products could gain market share, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We continue to optimize and expand our product offerings to meet our customer needs through our established brands, such as DuraPlate®, DuraPlateHD®, DuraPlate® Cell Core, DuraPlate AeroSkirt®, ArcticLite®, Transcraft®, Benson®, MSC Technology™, Walker Transport, Brenner® Tank, Bulk Tank International, Extract Technology®, Supreme®, Iner-City®, Spartan, and Kold King®. While we target product development to meet customer needs, there is no assurance that our product development efforts will be embraced and that we will meet our strategic goals, including sales projections. Companies in the truck transportation industry, a very fluid industry in which our customers primarily operate, make frequent changes to maximize their operations and profits.
We have seen a number of our competitors follow our leadership in the development and use of composite sidewalls that bring them into direct competition with our DuraPlate® products. Our product development is focused on maintaining our leadership for these products but competitive pressures may erode our market share or margins. We hold patents on various components and techniques utilized in our manufacturing of transportation equipment and engineered products with expiration dates ranging from 2021 to 2039. We continue to take steps to protect our proprietary rights in our products and the processes used to produce them. However, the steps we have taken may not be sufficient or may not be enforced by a court of law. If we are unable to protect our intellectual properties, other parties may attempt to copy or otherwise obtain or use our products or technology. If competitors are able to use our technology, our ability to effectively compete could be harmed and this could have a material adverse effect on our business, financial condition, cash flows and results of operations. In addition, litigation related to intellectual property could result in substantial costs and efforts which may not result in a successful outcome.
Our backlog may not be indicative of the level of our future revenues.
Our backlog represents future production for which we have written orders from our customers that can be produced in the next 18 months. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications and terms, or cancellation. Our reported backlog may not be converted to revenue in any particular period and actual revenue from such orders may not equal our backlog. Therefore, our backlog may not be indicative of the level of our future revenues.
Disruption of our manufacturing operations could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We manufacture our van trailer products at two facilities in Lafayette, Indiana, a flatbed trailer facility in Cadiz, Kentucky, a hardwood floor facility in Harrison, Arkansas, five liquid-transportation systems facilities in New Lisbon, Wisconsin; Fond du Lac, Wisconsin; and Queretaro, Mexico, three engineered products facilities in New Lisbon, Wisconsin; Elroy, Wisconsin;
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Huddersfield, United Kingdom, seven truck body facilities in Goshen, Indiana; Ligonier, Indiana; Cleburne, Texas; Griffin, Georgia; Jonestown, Pennsylvania; Moreno Valley, California; and Lafayette, Indiana, and produce composite products in Lafayette, Indiana. Our production at these facilities could be subject to disruptions which may include work stoppages, severe weather, natural disaster or other catastrophic events beyond our control. An unexpected disruption in our production at any of these facilities for any length of time could have material adverse effect on our business, financial condition, cash flows and results of operations. Similarly, if one of more of our customers experiences an unexpected disruption, that customer may reduce or halt purchases of our products, which could result in reduced production or other cost-reduction initiatives at our related manufacturing facilities.
International operations are subject to increased risks, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our ability to manage our business and conduct operations internationally requires considerable management attention and resources and is subject to a number of risks, including the following:
▪Challenges caused by distance, language and cultural differences and by doing business with foreign agencies and governments;
▪Longer payment cycles in some countries;
▪Uncertainty regarding liability for services and content;
▪Credit risk and higher levels of payment fraud;
▪Currency exchange rate fluctuations and our ability to manage these fluctuations;
▪Foreign exchange controls that might prevent us from repatriating cash earned outside the U.S.;
▪Import and export requirements that may prevent us from shipping products or providing services to a particular market and may increase our operating costs;
▪Potentially adverse tax consequences;
▪Higher costs associated with doing business internationally;
▪Different expectations regarding working hours, work culture and work-related benefits; and
▪Different employee/employer relationships and the existence of workers’ councils and labor unions.
Compliance with complex foreign and U.S. laws and regulations that apply to international operations may increase our cost of doing business and could expose us or our employees to fines, penalties and other liabilities. These numerous and sometimes conflicting laws and regulations include import and export requirements, content requirements, trade restrictions, tax laws, environmental laws and regulations, sanctions, internal and disclosure control rules, data privacy requirements, labor relations laws, and U.S. laws such as the Foreign Corrupt Practices Act and substantially equivalent local laws prohibiting corrupt payments to governmental officials and/or other foreign persons. Although we have policies and procedures designed to cause compliance with these laws and regulations, there can be no assurance that our officers, employees, contractors or agents will not violate our policies. Any violation of the laws and regulations that apply to our operations and properties could result in, among other consequences, fines, environmental and other liabilities, criminal sanctions against us, our officers or our employees, and prohibitions on our ability to offer our products and services to one or more countries and could also materially damage our reputation, our brand, our efforts to diversify our business, our ability to attract and retain employees, our business and could have a material adverse effect on our business, financial condition, cash flows and results of operations.
The inability to attract and retain key personnel could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our ability to operate our business and implement our strategies depends, in part, on the efforts of our executive officers and other key associates. Our future success depends, in large part, on our ability to attract and retain qualified personnel, including manufacturing personnel, sales professionals and engineers. The unexpected loss of services of any of our key personnel or the failure to attract or retain other qualified personnel, including personnel with engineering and technical expertise in the industry, could have a material adverse effect on our business, financial condition, cash flows and results of operations.
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.
We depend on a number of information technologies to integrate departments and functions, to enhance the ability to service customers, to improve our control environment and to manage our cost reduction initiatives. We have put in place a number of systems, processes, and practices designed to protect against the failure of our systems, as well as the misappropriation,
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exposure or corruption of the information stored thereon. Unintentional service disruptions or intentional actions such as intellectual property theft, cyber-attacks, unauthorized access or malicious software, may lead to such misappropriation, exposure or corruption if our protective measures prove to be inadequate. Any issues involving these critical business applications and infrastructure may adversely impact our ability to manage operations and the customers we serve. We could also encounter violations of applicable law or reputational damage from the disclosure of confidential business, customer, or employee information or the failure to protect the privacy rights of our employees in their personal identifying information. In addition, the disclosure of non-public information could lead to the loss of our intellectual property and diminished competitive advantages. Should any of the foregoing events occur, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future, any of which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We are subject to extensive governmental laws and regulations, and our costs related to compliance with, or our failure to comply with, existing or future laws and regulations could have a material adverse effect on our business, financial condition, cash flows and results of operations.
The length, height, width, maximum weight capacity and other specifications of truck and tank trailers are regulated by individual states. The federal government also regulates certain trailer safety features, such as lamps, reflective devices, tires, air-brake systems and rear-impact guards. In addition, most tank trailers we manufacture have specific federal regulations and restrictions that dictate tank design, material type and thickness. Changes or anticipation of changes in these regulations can have a material impact on our financial results, as our customers may defer purchasing decisions and we may have to re-engineer products. We are subject to various environmental laws and regulations dealing with the transportation, storage, presence, use, disposal and handling of hazardous materials, discharge of storm water and underground fuel storage tanks, and we may be subject to liability associated with operations of prior owners of acquired property. In addition, we are subject to laws and regulations relating to the employment of our employees and labor-related practices.
If we are found to be in violation of applicable laws or regulations in the future, it could have a material adverse effect on our business, financial condition, cash flows and results of operations. Our costs of complying with these or any other current or future regulations may be material. Such regulations include technical safety standards that could delay product development or require manufacturer recall campaigns to remedy certain defects. In addition, if we fail to comply with existing or future laws and regulations, we may be subject to governmental or judicial fines or sanctions.
Product liability and other legal claims could have a material adverse effect on our business, financial condition, cash flows and results of operations.
As a manufacturer of products widely used in commerce, we are subject to product liability claims and litigation, as well as warranty claims. From time to time claims may involve material amounts and novel legal theories, and any insurance we carry may not provide adequate coverage to insulate us from material liabilities for these claims.
In addition to product liability claims, we are subject to legal proceedings and claims that arise in the ordinary course of business, such as workers’ compensation claims, OSHA investigations, employment disputes and customer and supplier disputes arising out of the conduct of our business. Litigation may result in substantial costs and may divert management’s attention and resources from the operation of our business, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Climate change and related public focus from regulators and various stakeholders could have a material adverse effect on our business, financial condition, cash flows and results of operations.
There is scientific consensus and increased public concern that emissions of greenhouse gases are linked to global climate changes. Climate changes, such as extreme weather conditions, decreased water availability and overall temperature shifts, may have physical impacts on our facilities and operations, as well as those of our suppliers and customers. Such impacts are geographically specific, highly uncertain and may result in diminished availability of materials, indirect financial risks passed through our supply chain, decreased demand for our products and adverse impacts on our financial performance and operations.
These considerations may also result in international, national, regional or local legislative or regulatory responses to mitigate greenhouse gas emissions. Timing and scope of any regulations are uncertain and regulation could result in additional costs of compliance, increased energy, transportation and materials costs and other additional expenses to improve the efficiency of our products, facilities and operations.
Relatedly, the expectations of our customers, stockholders and employees have heightened in areas such as the environment, social matters and corporate governance. Increased public focus requires us to provide information on our approach to these issues, including certain climate-related matters such as mitigating greenhouse gas emissions, and continuously monitor related reporting standards. A failure to adequately meet stakeholder expectations may result in a loss of business, diminished ability to successfully market our products to new and existing customers, diluted market valuation or an inability to attract and retain key personnel.
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An impairment in the carrying value of goodwill and other long-lived intangible assets could negatively affect our operating results.
We have a substantial amount of goodwill and purchased intangible assets on our balance sheet as a result of acquisitions. At December 31, 2020, approximately 36% of these long-lived intangible assets were concentrated in our Final Mile Products segment, 63% were concentrated in our Diversified Products segment, and 1% was concentrated in our Commercial Trailer Products segment. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of other long-lived intangible assets represents the fair value of trademarks and trade names, customer relationships and technology as of the acquisition date, net of accumulated amortization. Under generally accepted accounting principles, goodwill is required to be reviewed for impairment at least annually, or more frequently if potential interim indicators exist that could result in impairment, and other long-lived intangible assets require review for impairment only when indicators exist. If any business conditions or other factors cause profitability or cash flows to significantly decline, we may be required to record a non-cash impairment charge, which could adversely affect our operating results. Events and conditions that could result in impairment include a prolonged period of global economic weakness, a decline in economic conditions or a slow, weak economic recovery, sustained declines in the price of our common stock, adverse changes in the regulatory environment, adverse changes in the market share of our products, adverse changes in interest rates, or other factors leading to reductions in the long-term sales or profitability that we expect.
We reinstituted a policy of paying regular quarterly dividends on our common stock, but there is no assurance that we will have the ability to continue a regular quarterly dividend.
In December 2016, our Board of Directors approved the reinstatement of a dividend program under which we will pay regular quarterly cash dividends to holders of our common stock. Prior to 2017, no dividends had been paid since the third quarter of 2008. Our ability to pay dividends, and our Board of Directors’ determination to maintain our current dividend policy, will depend on numerous factors, including:
▪The state of our business, competition, and changes in our industry;
▪Changes in the factors, assumptions, and other considerations made by our Board of Directors in reviewing and revising our dividend policy;
▪Our future results of operations, financial condition, liquidity needs, and capital resources; and
▪Our various expected cash needs, including cash interest and principal payments on our indebtedness, capital expenditures, the purchase price of acquisitions, and taxes.
Each of the factors listed above could negatively affect our ability to pay dividends in accordance with our dividend policy or at all. In addition, the Board may elect to suspend or alter the current dividend policy at any time.
Our ability to fund our working capital needs and capital expenditures, and our ability to pay dividends on our common stock, is limited by the net cash provided by operations, cash on hand and available borrowings under our revolving credit facility. Declines in net cash provided by operations, increases in working capital requirements necessitated by an increased demand for our products and services, decreases in the availability under the revolving credit facility or changes in the credit our suppliers provide to us, could rapidly exhaust our liquidity.
Changes to U.S. or foreign tax laws could affect our effective tax rate and our future profitability.
Changes in tax legislation could significantly impact our overall profitability, the provisions for income taxes, the amount of taxes payable and our deferred tax asset and liability balances. On December 22, 2017, the Tax Cuts & Jobs Act (“the Act”) was signed into law. The Act contained numerous new and changed provisions related to the US federal taxation of domestic and foreign corporate operations. Most of these provisions went into effect starting January 1, 2018 for calendar year corporate taxpayers and companies were required to record the income tax accounting effects within the financial statements in the period of enactment. We have completed our accounting for the tax effects of enactment of the Act and we will continue to monitor further regulatory guidance issued by the Department of Treasury and Internal Revenue Service with regard to new provisions under the Act.
Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations thereunder.
As of December 31, 2020, we had approximately $454.2 million of total indebtedness, and approximately $166.3 million of additional borrowings were available and undrawn under the Revolving Credit Agreement (as defined below). We also have other contractual obligations and currently pay a regular quarterly dividend of $0.08 per share, or approximately $4.3 million in the aggregate per quarter.
Our debt level could have significant consequences on future operations and financial position. For example, it could:
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▪Negatively affect our ability to pay principal and interest on our debt;
▪Increase our vulnerability to general adverse economic and industry conditions;
▪Limit our ability to fund future capital expenditures and working capital, to engage in future acquisitions or development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flow from operations to payments of interest and principal or to comply with any restrictive terms of our debt;
▪Limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
▪Impair our ability to obtain additional financing or to refinance our indebtedness in the future;
▪Place us at a competitive disadvantage compared to our competitors that may have proportionately less debt; and
▪Impact our ability to continue to fund a regular quarterly dividend.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to fund our day-to-day operations or to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations, and other cash requirements, we could face substantial liquidity problems and could be forced to reduce or delay capital expenditures or to sell assets or operations, seek additional capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. The indenture governing the Senior Notes, the Revolving Credit Agreement, and Term Loan Credit Agreement (each, as defined below) restrict (a) our ability to dispose of assets and use the proceeds from any such dispositions and (b) the Company’s and our subsidiaries’ ability to raise debt or certain equity capital to be used to repay our indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our indebtedness.
If we cannot make scheduled payments on our debt, it will be in default and, as a result, holders of our outstanding debt could declare all outstanding principal and interest to be due and payable, the lenders under the Revolving Credit Agreement could terminate their commitments to loan money, our secured lenders could foreclose against the assets securing such borrowings and we could be forced into bankruptcy or liquidation.
Provisions of the Senior Notes could discourage a potential future acquisition of us by a third party.
Certain provisions of the Senior Notes could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change, holders of the Senior Notes will have the right, at their option, to require us to repurchase all of their Senior Notes, as applicable, or any portion of the principal amount of such Senior Notes, as applicable. In addition, the indentures governing the Senior Notes prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Senior Notes. These and other provisions of the Senior Notes could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to our stockholders.
Our Term Loan Credit Agreement, Senior Notes indenture, and Revolving Credit Agreement contain restrictive covenants that, if breached, could limit our financial and operating flexibility and subject us to other risks.
Our Term Loan Credit Agreement, Senior Notes indenture, and revolving credit facility include customary covenants limiting our ability 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. As required under our Revolving Credit Agreement, we are 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 facility is less than 10% of the total revolving commitment.
If availability under the Revolving Credit Agreement is less than 15.0% of the total revolving commitment or if there exists an event of default, amounts in any of the Borrowers’ and the Revolver Guarantors’ deposit accounts (other than certain excluded
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accounts) will be transferred daily into a blocked account held by the Revolver Agent and applied to reduce the outstanding amounts under the facility.
As of December 31, 2020, we believe we are in compliance with the provisions of our Term Loan Credit Agreement, Senior Notes indenture, and our revolving credit facility. Our ability to comply with the various terms and conditions in the future may be affected by events beyond our control, including prevailing economic, financial and industry conditions.
Risks Related to an Investment in Our Common Stock
Our common stock has experienced, and may continue to experience, price and trading volume volatility.
The trading price and volume of our common stock has been and may continue to be subject to large fluctuations. The market price and volume of our common stock may increase or decrease in response to a number of events and factors, including:
▪Trends in our industry and the markets in which we operate;
▪Changes in the market price of the products we sell;
▪The introduction of new technologies or products by us or by our competitors;
▪Changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
▪Operating results that vary from the expectations of securities analysts and investors;
▪Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, financings or capital commitments;
▪Changes in laws and regulations;
▪Any announcement that we plan to issue additional equity to the public;
▪General economic and competitive conditions; and
▪Changes in key management personnel.
This volatility may adversely affect the prices of our common stock regardless of our operating performance. To the extent that the price of our common stock declines, our ability to raise funds through the issuance of equity or otherwise use our common stock as consideration will be reduced. These factors may limit our ability to implement our operating and growth plans.
Also, shareholders may from time to time engage in proxy solicitations, advance shareholder proposals or otherwise attempt to effect changes or acquire control over the Company. Such shareholder campaigns could disrupt the Company’s operations and divert the attention of the Company’s Board of Directors and senior management and employees from the pursuit of business strategies and adversely affect the Company’s results of operations, cash flows and financial condition.
Risks Related to the Supreme Acquisition
We may continue to experience difficulties with our integration of Supreme.
We have experienced, and may continue to experience, greater than anticipated difficulties in our integration of Supreme into our existing operations or we may not be able to achieve the anticipated benefits of the acquisition, including cost savings and other synergies. In addition, it is possible that the continued integration process could result in the loss of key employees, errors or delays in systems implementation, the disruption of our ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the acquisition. We also expect that our ongoing integration of Supreme will place a significant burden on our management, employees, and internal resources, which could otherwise have been devoted to other business opportunities and improvements. These continued integration matters may have an adverse effect on us, our business, financial condition, cash flows and results of operations.
ITEM 1B—UNRESOLVED STAFF COMMENTS
None.
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ITEM 2—PROPERTIES
We have manufacturing and retail operations located throughout the United States as well as facilities in Mexico and the United Kingdom. Properties owned by Wabash are subject to security interests held by our lenders. We believe the facilities we are now using are adequate and suitable for our current business operations and the currently foreseeable level of operations. The following table provides information regarding the locations of our major facilities. In addition to the locations listed below, we have other facilities in the United States and one in the United Kingdom:
Location | Owned or Leased | Description of Activities at Location | Segment | |||||||||||||||||
| Cadiz, Kentucky | Owned/Leased | Manufacturing | Commercial Trailer Products | |||||||||||||||||
Cleburne, Texas | Owned/Leased | Manufacturing | Final Mile Products | |||||||||||||||||
| Fond du Lac, Wisconsin | Owned | Manufacturing | Diversified Products | |||||||||||||||||
Goshen, Indiana | Owned | Manufacturing | Final Mile Products | |||||||||||||||||
| Griffin, Georgia | Owned | Manufacturing | Final Mile Products | |||||||||||||||||
Jonestown, Pennsylvania | Owned/Leased | Manufacturing | Final Mile Products | |||||||||||||||||
| Lafayette, Indiana | Owned/Leased | Corporate Headquarters, Manufacturing, and Used Trailers | Commercial Trailer Products, Diversified Products and Final Mile Products | |||||||||||||||||
Moreno Valley, California | Owned/Leased | Manufacturing | Final Mile Products | |||||||||||||||||
| New Lisbon, Wisconsin | Owned | Manufacturing | Diversified Products | |||||||||||||||||
San Jose Iturbidé, Mexico | Owned | Manufacturing | Diversified Products | |||||||||||||||||
ITEM 3—LEGAL PROCEEDINGS
As of December 31, 2020, we were named as a defendant or were otherwise involved in numerous legal proceedings and governmental examinations, in connection with the conduct of our business activities, in various jurisdictions, both in the United States and internationally. On the basis of information currently available to us, management does not believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if determined in a manner adverse to the Company. However, such matters are unpredictable, and we could incur judgments or enter into settlements for current or future claims that could materially and adversely affect our financial statements. Costs associated with the litigation and settlements of legal matters are reported within General and administrative expenses in the Consolidated Statements of Operations.
Environmental Disputes
In August 2014, we 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 (or any of our 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 us 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. We have accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving our rights to contest our liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to our financial conditions and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by us thereunder is not expected to have a material adverse effect on our financial condition or results of operations.
On November 13, 2019, we received a notice that we were 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”). We have never owned or operated the Site, but the Site is near certain of our owned properties. We have agreed to implement a limited work plan to further investigate the source
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of the contamination at the Site and have worked with IDEM and other PRPs to finalize the terms of the work plan. We submitted our initial site investigation report to IDEM during the third quarter of 2020, indicating that the data collected by our consultant confirmed that our properties are not the source of contamination at the Site. IDEM issued to the PRPs a request for a Further Site Investigation (“FSI”) work plan, and with IDEM’s permission we submitted a Work Plan Addendum on December 17, 2020 for limited additional groundwater sampling work in lieu of a full FSI work plan. IDEM approved the Work Plan Addendum, and the additional work will be conducted in the first quarter of 2021. As of December 31, 2020, based on the information available, we do not expect this matter to have a material adverse effect on our financial condition or results of operations.
ITEM 4—MINE SAFETY DISCLOSURES
Not Applicable.
PART II
ITEM 5—MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Information Regarding our Common Stock
Our common stock is traded on the New York Stock Exchange under the ticker symbol “WNC.” The number of record holders of our common stock at February 12, 2021 was 565.
In December 2016, our Board of Directors approved the reinstatement of a dividend program under which we pay regular quarterly cash dividends to holders of our common stock. Prior to 2017, no dividends had been paid since the third quarter of 2008. Payments of cash dividends depends on our future earnings, capital availability, financial condition, and the discretion of our Board of Directors.
Our Certificate of Incorporation, as amended and approved by our stockholders, authorizes 225 million shares of capital stock, consisting of 200 million shares of common stock, par value $0.01 per share, and 25 million shares of preferred stock, par value $0.01 per share.
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Performance Graph
The following graph shows a comparison of cumulative total returns for an investment in our common stock, the S&P 500 Composite Index and the Dow Jones Transportation Index. It covers the period commencing December 31, 2015 and ending December 31, 2020. The graph assumes that the value for the investment in our common stock and in each index was $100 on December 31, 2015.
Comparative of Cumulative Total Return
December 31, 2015 through December 31, 2020
among Wabash National Corporation, the S&P 500 Index,
and the Dow Jones Transportation Index
| Base Period December 31, | Indexed Returns Years ended December 31, | |||||||||||||||||||||||||||||||||||||
| Company/Index | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | ||||||||||||||||||||||||||||||||
| Wabash National Corporation | $100.00 | $133.73 | $185.46 | $113.67 | $131.21 | $155.93 | ||||||||||||||||||||||||||||||||
| S&P 500 Index | $100.00 | $109.54 | $130.81 | $122.65 | $158.07 | $183.77 | ||||||||||||||||||||||||||||||||
| Dow Jones Transportation Index | $100.00 | $120.45 | $141.33 | $122.13 | $145.18 | $166.57 | ||||||||||||||||||||||||||||||||
Purchases of Our Equity Securities
In November 2018, the Company announced that the Board of Directors approved the repurchase of an additional $100 million in shares of common stock over a three year period. This authorization was an increase to the previous $100 million repurchase programs approved in February 2017 and February 2016. The repurchase program is set to expire on February 28, 2022. During the fourth quarter of 2020, there were 496,337 shares repurchased pursuant to our repurchase program. Additionally, for the quarter ended December 31, 2020, there were 7,520 shares surrendered or withheld to cover minimum employee tax withholding obligations generally upon the vesting of restricted stock awards. As of December 31, 2020, $51.4 million remained available under the program.
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Amount That May Yet Be Purchased Under the Plans or Programs ($ in millions) | ||||||||||||||||||||||
| October 2020 | 6,361 | $ | 11.95 | — | $ | 60.2 | ||||||||||||||||||||
| November 2020 | 215,176 | $ | 17.40 | 215,176 | $ | 56.4 | ||||||||||||||||||||
| December 2020 | 282,320 | $ | 17.74 | 281,161 | $ | 51.4 | ||||||||||||||||||||
| Total | 503,857 | $ | 17.52 | 496,337 | $ | 51.4 | ||||||||||||||||||||
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ITEM 6—SELECTED FINANCIAL DATA
The following selected consolidated financial data with respect to Wabash National for each of the five years in the period ending December 31, 2020, have been derived from our consolidated financial statements. The following information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto included elsewhere in this Annual Report.
| Years Ended December 31, | |||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | 2017 | 2016 | |||||||||||||||||||||||||
| (dollars in thousands, except per share data) | |||||||||||||||||||||||||||||
| Statement of Operations Data: | |||||||||||||||||||||||||||||
| Net sales | $ | 1,481,889 | $ | 2,319,136 | $ | 2,267,278 | $ | 1,767,161 | $ | 1,845,444 | |||||||||||||||||||
| Cost of sales | 1,322,135 | 2,012,754 | 1,983,627 | 1,506,286 | 1,519,910 | ||||||||||||||||||||||||
| Gross profit | 159,754 | 306,382 | 283,651 | 260,875 | 325,534 | ||||||||||||||||||||||||
| Selling, general and administrative expenses | 117,820 | 143,125 | 128,160 | 103,413 | 101,399 | ||||||||||||||||||||||||
| Amortization of intangibles | 21,981 | 20,471 | 19,468 | 17,041 | 19,940 | ||||||||||||||||||||||||
| Acquisition expenses | — | — | 68 | 9,605 | — | ||||||||||||||||||||||||
| Impairment and other, net | 105,561 | — | 24,968 | — | 1,663 | ||||||||||||||||||||||||
| (Loss) income from operations | (85,608) | 142,786 | 110,987 | 130,816 | 202,532 | ||||||||||||||||||||||||
| Interest expense | (24,194) | (27,340) | (28,759) | (16,400) | (15,663) | ||||||||||||||||||||||||
| Other, net | 588 | 2,285 | 13,776 | 8,122 | (1,452) | ||||||||||||||||||||||||
| (Loss) income before income taxes | (109,214) | 117,731 | 96,004 | 122,538 | 185,417 | ||||||||||||||||||||||||
| Income tax (benefit) expense | (11,802) | 28,156 | 26,583 | 11,116 | 65,984 | ||||||||||||||||||||||||
| Net (loss) income | $ | (97,412) | $ | 89,575 | $ | 69,421 | $ | 111,422 | $ | 119,433 | |||||||||||||||||||
| Dividends declared per share | $ | 0.320 | $ | 0.320 | $ | 0.305 | $ | 0.255 | $ | 0.060 | |||||||||||||||||||
| Basic net (loss) income per common share | $ | (1.84) | $ | 1.64 | $ | 1.22 | $ | 1.88 | $ | 1.87 | |||||||||||||||||||
| Diluted net (loss) income per common share | $ | (1.84) | $ | 1.62 | $ | 1.19 | $ | 1.78 | $ | 1.82 | |||||||||||||||||||
| Balance Sheet Data: | |||||||||||||||||||||||||||||
| Working capital | $ | 310,011 | $ | 282,011 | $ | 277,743 | $ | 292,723 | $ | 314,791 | |||||||||||||||||||
| Total assets | $ | 1,161,470 | $ | 1,304,591 | $ | 1,304,393 | $ | 1,351,513 | $ | 898,733 | |||||||||||||||||||
| Total debt and finance leases | $ | 448,357 | $ | 456,091 | $ | 505,911 | $ | 551,413 | $ | 237,836 | |||||||||||||||||||
| Stockholders’ equity | $ | 404,879 | $ | 520,988 | $ | 473,849 | $ | 506,063 | $ | 472,391 | |||||||||||||||||||
ITEM 7—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider to be important to understanding the results of our operations for each of the two years in the period ended December 31, 2020, and our capital resources and liquidity as of December 31, 2020. Our discussion begins with a COVID-19 update as well as our assessment of the condition of the North American trailer industry along with a summary of the actions we have taken to strengthen the Company. We then analyze the results of our operations for the last two years, including the trends in the overall business and our operating segments, followed by a discussion of our cash flows and liquidity, capital markets events and transactions, our debt obligations, and our contractual commitments. We also provide a review of the critical accounting judgments and estimates that we have made that we believe are most important to an understanding of our MD&A and our consolidated financial statements. We conclude our MD&A with information on recent accounting pronouncements that we adopted during the year, if any, as well as those not yet adopted that may have an impact on our financial accounting practices, if any.
We manage our business in three segments: Commercial Trailer Products, Diversified Products, and Final Mile Products. The Commercial Trailer Products segment manufactures standard and customized van and platform trailers and other transportation related equipment for customers who purchase directly from us or through independent dealers. The Diversified Products segment, comprised of three strategic business units, including Tank Trailers, Process Systems, and Composites, focuses on our
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commitment to expand our customer base and diversify our product offerings and revenues. The Final Mile Products segment manufactures specialized commercial vehicles that are attached to a truck chassis, including cutaway and dry-freight van bodies, refrigerated units, and stake bodies, for customers who purchase directly from us or through independent dealers. The acquisition of Supreme, a leading manufacturer of specialized commercial vehicles, has enabled our customers to succeed by helping them move everything from first to final mile.
For discussion of results of operations for the year ended December 31, 2019 to the results of operations for the year ended December 31, 2018, see Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations of our 2019 Annual Report on Form 10-K, filed with the SEC on February 25, 2020.
COVID-19 Update
In March 2020, a global pandemic was declared by the World Health Organization (the “WHO”) related to COVID-19. This pandemic continues to create significant uncertainties and disruption in the global economy. We are closely monitoring the most recent developments regarding the pandemic, and we continue to remain focused on the health and safety of our employees, as well as the health of our business, both in the short and long-term. We monitor, evaluate, and manage our operating plans in light of the most recent developments on an ongoing basis. Further, we continue to adhere to best-practice safe hygiene guidelines by recognized health experts, like the WHO, as well as any applicable government mandates related to the COVID-19 pandemic. We remain focused on business continuity and ensuring our facilities remain operational where safe and appropriate to do so.
The safety and well-being of our employees has been, and will remain, our highest priority. In early March 2020, we assembled a pandemic response team to manage the changes necessary to adapt to the rapidly-changing environment. This response team continues to meet regularly with our senior leadership team to provide updates and continuously monitor the most recent developments. Actions we have taken to protect our employees include, but are not limited to:
▪Within our factories, we are providing personal protective equipment for our employees, conducting daily health monitoring, cleaning more frequently, and have modified our operations to embrace social distancing where possible.
▪Within our office environments, a large number of our employees remain working remotely. This allows ample space for those coming in to the office to spread out and distance effectively.
▪We are utilizing daily health screenings and self-declaration for employees, contractors, and visitors, and we are encouraging employees with symptoms to stay home. In addition, senior leadership approval is required for all travel as we are making concerted efforts to avoid “hotspots” throughout the country.
▪We have suspended all Company-sponsored large events, community use of our facilities, and other forms of group gatherings involving external visitors.
▪We have implemented pandemic continuity plans.
▪We are informing our employees about the vaccines and encouraging them to get vaccinated.
We have also extended several actions implemented to address the COVID-19 impact to our business, including a temporary freeze on share repurchases in March 2020 (which we resumed during the fourth quarter), reductions to discretionary spending, business-related travel restrictions, elimination of non-essential investments, and re-prioritization of capital expenditures (including maintaining our assets to capitalize on any economic and/or industry upswings). In addition, on May 3, 2020, we completed a two-week idling of operations and Company-wide furlough that began on April 20, 2020. We completed an additional furlough during the second quarter of 2020, which included an idling of operations from June 29, 2020 through July 3, 2020. We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities, and may take additional actions based on their requirements and recommendations.
We are also working with local food banks, schools, healthcare facilities, and other nonprofit organizations to support agencies and families in need, including the following:
▪We manufactured thousands of full splash protective face shields that were donated to hospitals, cancer centers, surgery centers, dentist offices and other healthcare facilities.
▪We manufactured partitions so a local gym could open safely.
▪We moved refrigerated trailers from our lots to assist hospitals. We also coordinated movement of refrigerated product from our dealer lots across the country to serve a similar need.
▪We donated refrigerated trailers to transport food for school lunch pickups.
▪We provided FEMA and local governments descriptions of capabilities as they amass their options and determine next steps for today, tomorrow, and into the future.
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▪We manufactured vessels which are used in rapid COVID-19 testing.
While the global market downturn and overall impacts on our operations are expected to be temporary, the duration of the impacts cannot be estimated at this time. Should the disruptions continue for an extended period of time or worsen, the impact on our production, supply chain, and overall business could have a material adverse effect on our results of operations, financial condition, and cash flows. In addition, see Part I, Item 1A, "Risk Factors" of this Annual Report on Form 10-K regarding risks associated with the COVID-19 pandemic.
Executive Summary
As reported in our Annual Report on Form 10-K for the year ended December 31, 2019, industry experts estimated decreased 2020 production of approximately 239,000 trailers due to softened demand. This softened demand for 2020 was worsened and magnified by the uncertainty and economic impact caused by the COVID-19 pandemic. According to ACT Research Company (“ACT”), the current estimate for 2020 production is approximately 202,000 trailers, a 15% decrease from the expected 2020 production levels at the end of 2019. As we enter 2021 with continued uncertainty from the COVID-19 pandemic, the outlook for the overall trailer market for 2021 indicates some recovery from suppressed 2020 levels. The most recent estimates from industry forecasters, ACT and FTR Associates (“FTR”), indicate demand levels expected to be in excess of the estimated replacement demand of approximately 220,000 trailers in each year through 2025. More specifically, ACT is currently estimating 2021 demand will be approximately 275,000 trailers, an increase of 36% as compared to 2020, with 2022 through 2025 industry demand levels ranging between 275,000 and 305,000 trailers. In addition, FTR anticipates trailer production for 2021 at approximately 270,000 trailers, an increase of 30% compared to 2020 levels. These production levels are more consistent with historically normalized levels. In addition, industry forecasters indicate that backlogs are at the highest levels since the first half of 2019, providing a good foundation for 2021 production.
Despite the uncertainty caused by the ongoing COVID-19 pandemic, we believe we have maintained a solid position from a liquidity perspective as we have prepared for an eventual downturn in our industry over the last two years. We also made efforts that contained certain costs and managed liquidity as a result of the pandemic. These actions included a temporary freeze on share repurchases beginning in March 2020 (which we resumed during the fourth quarter), reductions to discretionary spending, business-related travel restrictions, elimination of non-essential investments, and re-prioritization of capital expenditures (including maintaining our assets to capitalize on any economic and/or industry upswings). We believe that conditions strengthened throughout 2020 in many of our customers' end markets and demand for our products is poised to improve in 2021. While we are focused in the near-term on executing on this cyclical upturn, we also continue to work on strategic initiatives to profitably grow the Company in the long-term. Bringing new technologies to market combined with our focus on building out adjacent revenue opportunities will provide us with opportunities for growth beyond what the cycle gives us.
The Company’s operating performance throughout 2020 during the pandemic highlights the success of our adaptability, balanced growth, and diversification initiatives, which are driven by our long-term strategic plan to transform the Company into an innovation leader of engineered solutions for the transportation, logistics, and distribution industries that helps customers move goods from the first to final mile. We will also continue to maintain our focus and expertise in lean and six sigma optimization initiatives to support a higher growth and margin profile as One Wabash. Operating loss in 2020 totaled $(85.6) million and operating loss margin was (5.8)%, which were driven in part by goodwill impairment (as further described within this Annual Report on Form 10-K) and the COVID-19 pandemic.
In addition to our commitment to sustain profitable growth within each of our existing reporting segments, our long-term strategic initiatives include a focus on diversification efforts, both organic and strategic, to continue to transform Wabash into a lean, innovation leader of engineered solutions with a higher growth and margin profile and successfully deliver a greater value to our shareholders. Our ability to generate solid margins and cash flows and a healthy balance sheet should position the Company with ample resources to (1) fund our internal capital needs to support both organic growth and productivity improvements, (2) continue the planned reduction of our debt obligations, (3) return capital to shareholders and (4) selectively pursue strategic acquisitions. As evidenced by our purchase of Supreme in September 2017, we continue our internal effort to strategically identify potential acquisition targets that we believe can create shareholder value and accelerate our growth and diversification efforts, while leveraging our strong competencies in manufacturing execution, sourcing and innovative engineering leadership to assure strong value creation. Organically, our focus is on profitably growing and diversifying our operations through leveraging our existing assets, capabilities, and technology into higher margin products and markets and thereby providing value-added customer solutions.
Throughout 2020 we demonstrated our commitment to be responsible stewards of the business by maintaining a balanced approach to capital allocation. Even with the impacts and uncertainty caused by the COVID-19 pandemic, our operational performance, healthy backlog and industry outlook, and financial position provided us the opportunity to take specific actions as part of the ongoing commitment to prudently manage the overall financial risks of the Company, returning capital to our shareholders and deleveraging our balance sheet. These actions included repurchasing $17.6 million of common stock under the share repurchase program approved by our Board of Directors and paying dividends of $17.3 million. In addition, as further
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described below, during the third quarter of 2020 we used the proceeds from the closure of our $150.0 million New Term Loan Credit Agreement to pay off the $135.2 million outstanding balance on the Old Term Loan Credit Agreement. We used the remaining proceeds to pay related issuance costs and expenses as well as repay $10.0 million against our Senior Notes, which are now our nearest maturity of outstanding debt, due October 2025. We also made a voluntary prepayment of $11.2 million under our New Term Loan Credit Agreement during the fourth quarter of 2020. Collectively, these actions demonstrate our confidence in the financial outlook of the Company and our ability to generate cash flow, both near and long term, and reinforce our overall commitment to deliver shareholder value while maintaining the flexibility to continue to execute our strategic plan for profitable growth and diversification.
In addition to overall industry risks, there are downside risks relating to issues with both the domestic and global economies, including the housing, energy and construction-related markets in the U.S. Other potential risks as we proceed into 2021 primarily relate to our ability to effectively manage our manufacturing operations as well as the cost and supply of raw materials, commodities and components. Significant increases in the cost of certain commodities, raw materials or components have had, and may continue to have, an adverse effect on our results of operations. As has been our practice, we will endeavor to pass raw material and component price increases to our customers in addition to continuing our cost management and hedging activities in an effort to minimize the risk that changes in material costs could have on our operating results. In addition, we rely on a limited number of suppliers for certain key components and raw materials in the manufacturing of our products, including tires, landing gear, axles, suspensions, aluminum extrusions, chassis and specialty steel coil. At the current and expected demand levels, there may be shortages of supplies of raw materials or components which would have an adverse impact on our ability to meet demand for our products. Despite these risks, we believe we are well positioned to capitalize on the expected strong overall demand levels while maintaining or growing margins through improvements in product pricing as well as productivity and other operational excellence initiatives.
Operating Performance
We measure our operating performance in five key areas – Safety/Morale, Quality, Delivery, Cost Reduction, and Environment. We maintain a continuous improvement mindset in each of these key performance areas.
Safety/Morale. The safety of our employees is our number one value and highest priority. We continually focus on reducing the severity and frequency of workplace injuries to create a safe environment for our employees and minimize workers compensation costs. We believe that our improved environmental, health and safety management translates into higher labor productivity and lower costs as a result of less time away from work and improved system management. See the “Human Capital Resources and Management” section in Part I, Item 1, "Business" of this Annual Report on Form 10-K for additional detail on our commitment to safety and human capital.
Quality. We monitor product quality on a continual basis through a number of means for both internal and external performance as follows:
▪Internal performance. Key process indicators for our quality measurement include both First Time Quality (“FTQ”) and Defects Per Unit (“DPU”). FTQ is a performance metric that measures the impact of all aspects of the business on our ability to ship our products at the end of the production process and DPU is a measurement of defects found at the end of the production process. As with previous years, the expectations of the highest quality product continue to increase while maintaining Process Yield performance and reducing rework. In addition, we currently maintain ISO 9001 registrations at our Lafayette, Indiana, Cadiz, Kentucky, and Huddersfield, England facilities.
▪External performance. We actively track our warranty claims and costs to identify and drive improvement opportunities in quality and reliability. Early life cycle warranty claims for our van trailers are trended for performance monitoring. Using a unit-based warranty reporting process to track performance and document failure rates, early life cycle warranty units per 100 trailers shipped averaged approximately 2.0, 2.4, and 2.5 units in 2020, 2019 and 2018, respectively. Continued low claim rates have been driven by our successful execution of continuous improvement programs centered on process variation reduction and responding to the input from our customers. We expect that these activities will continue to drive down our total warranty cost profile.
Delivery/Productivity. We measure productivity on many fronts. Some key indicators include production line throughput, labor hours per trailer or truck body, labor cost as a percentage of revenue, scrap rates, and inventory levels. Improvements over the last several years in these areas have translated into significant improvements in our ability to better manage inventory flow, control costs, and analyze material and contribution margins.
▪We remain focused on the availability of labor and any potential challenges as we enter 2021 and look to increase our operational capacity. We successfully hired approximately 600 new employees across our business during the fourth quarter of 2020, which equated to increasing our workforce by approximately 15%. We expect to continue to add additional labor during the first half of 2021 to support our operations and production.
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▪During the past several years, we have focused on productivity enhancements within manufacturing assembly and sub-assembly areas through developing the capability for mixed model production. These efforts have resulted in improvements in our Lafayette, Indiana, Goshen, Indiana, and Cadiz, Kentucky facilities.
▪Through deployment of the Wabash Management System (“WMS”), all of our business reporting segments have focused on increasing velocity at all our manufacturing locations. We have engaged in extensive lean training and over the last couple years have deployed purposeful capital to accelerate our productivity initiatives.
▪Our manufacturing leadership teams have developed competencies to isolate process constraints, and then address those constraints through multiple avenues that drive additional throughput and cost reductions.
Cost Reduction and our Operating System. The WMS allows us to develop and scale high standards of excellence across the organization. We believe in our One Wabash approach and standardized processes to drive and monitor performance inside our manufacturing facilities. Continuous improvement is a fundamental component of our operational excellence focus. Our focus on leveraging One Wabash and the WMS mindset across the Company, for example, has allowed us to make strides in all areas of manufacturing including safety, quality, on-time delivery, cost reduction, employee morale, and environment. While we implemented cost containment measures during 2020 in response to the COVID-19 pandemic, we maintained focus on continuous improvement. We made adjustments throughout our processes to align variable and fixed costs with capacity. In addition, while our cost containment efforts re-prioritized capital expenditures for 2020, we continued to invest capital in our processes to reduce variable cost, lowered inherent safety risk in our processes, improved overall consistency in our manufacturing processes, and maintained our assets to capitalize on any economic and/or industry upswings. Finally, we took actions to align our business portfolio with our broader strategic plan.
Environment. We have been on a sustainability journey since the company’s inception. Uniquely incentivized to improve product designs by utilizing new composite materials to reduce the weight and improve the durability of our products, Wabash National is a leader in creating value for customers by facilitating improved fuel efficiency and ensuring the quality and longevity of our equipment. We commit to our employees, customers and shareholders to manage all of our business activities in a responsible manner with respect for the environment through pollution prevention and with our highest priority being the health and safety of our employees. Energy conservation efforts are another critical part of our commitment to continuous improvement and environmental stewardship. We require energy conservation efforts across all of our facilities. This policy includes improving operational efficiency as well as upgrading to energy-conserving equipment where possible.
We demonstrate our commitment to sustainability by maintaining ISO 14001 registration of our Environmental Management System at our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; and Harrison, Arkansas locations. In 2005, our Lafayette, Indiana facility was one of the first trailer manufacturing operations in the world to be ISO 14001 registered. Being ISO 14001 registered requires us to demonstrate quantifiable and third-party verified environmental improvements. In addition, our San José Iturbide, Mexico facility was recognized with Clean Industry certification from Mexico’s Federal Agency of Environmental Protection for adhering to environmental care in its manufacturing processes. During 2019, our recycling programs and use of recycled materials saved 141,000 cubic yards of landfill space, 152,000,000 kilowatt-hours of electricity, 73,000 metric tons of greenhouse gas emissions, and 23,000 mature trees.
In 2009, our land use efforts began with a partnership between Wabash National, the Indiana Wildlife Federation (IWF) and the U.S. Fish & Wildlife Service. Together, we worked to restore 40 acres attached to our facility in Lafayette, Indiana, back to its native state with prairie grasses and wildflowers to encourage a sustainable approach to industrial land use. Our project provided a natural wildlife habitat and measurably reduced our environmental impact. In 2012, the IWF recognized Wabash National with its Wildlife Friendly Certification. Today, we continue to build momentum to improve and expand Wabash National’s land use efforts at all of our locations.
Our 2019 Sustainability Report is available on our website (ir.wabashnational.com) and references the ongoing environmental, social, and governance (ESG) initiatives that demonstrate our commitment to sustainability and social responsibility. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted.
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Industry Trends
Trucking in the U.S., according to the American Trucking Association (“ATA”), was estimated to be a $791.7 billion industry in 2019, representing approximately 80% of the total U.S. transportation industry revenue. This represents a slight decrease of 0.6% from ATA’s 2018 estimate. Furthermore, ATA estimates that approximately 72.5% of all domestic freight tonnage in 2019 was carried by trucks, and 304.9 billion miles were traveled by registered trucks in 2018. Trailer demand is a direct function of the amount of freight to be transported. To monitor the state of the industry, we evaluate a number of indicators related to trailer manufacturing and the transportation industry. Recent trends we have observed include the following:
Transportation / Trailer Cycle. The trailer industry generally follows the transportation industry cycles. Data related to new trailer shipments over the last eight years is shown below.
| 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | |||||||||||||||||||||||||||||||||||||||||||||
New Trailer Shipments | 232,000 | 234,000 | 269,000 | 308,000 | 286,000 | 290,000 | 323,000 | 328,000 | 206,000 | ||||||||||||||||||||||||||||||||||||||||||||
Year-Over-Year Change (%) | 14 | % | 1 | % | 15 | % | 14 | % | (7) | % | 1 | % | 11 | % | 2 | % | (37) | % | |||||||||||||||||||||||||||||||||||
As reported in our Annual Report on Form 10-K for the year ended December 31, 2019, ACT estimated decreased 2020 production of approximately 239,000 trailers due to softened demand. This softened demand for 2020 was worsened and magnified by the uncertainty and economic impact caused by the COVID-19 pandemic. ACT’s current estimate for 2020 production is approximately 202,000 trailers, a 15% decrease from the expected 2020 production levels at the end of 2019. As we enter 2021 with continued uncertainty from the COVID-19 pandemic, ACT is estimating recovery in 2021 to more historically consistent production levels within the trailer industry of approximately 275,000 trailers. This represents an increase of approximately 36% from 2020. In addition, ACT is forecasting annual new trailer production levels for the four year period ending 2025 of approximately 305,000, 277,000, 284,000, and 289,000, respectively. We believe that estimated production will remain above replacement demand for 2021.
New Trailer Orders. According to ACT, total orders in 2020 were approximately 289,000 trailers, a 41% increase from 206,000 trailers ordered in 2019. Total orders for the dry van segment, the largest within the trailer industry, were approximately 199,000, an increase of 74% from 2019. These increases are generally consistent with our expectations due to the softened order season in 2019 for 2020, along with some recovery expected in 2021 from 2020’s suppressed levels.
Transportation Regulations and Legislation. There are several different areas within both federal and state government regulations and legislation that are expected to have an impact on trailer demand, including:
▪The U.S. Environmental Protection Agency (“EPA”) and National Highway Traffic Safety Administration (“NHTSA”) proposed new greenhouse gas regulations in July 2015, in an effort to reduce fuel consumption and production of carbon dioxide of heavy duty commercial vehicles. Following a comment period, the final rule was released in August 2016. The regulations are presently under review processes in Congress, within the EPA, and NHTSA that will ultimately determine whether this rule actually goes into effect. The Phase 2 greenhouse gas trailer (“GHG2”) rules were initially set to require compliance starting in January 2018. The Truck Trailer Manufacturers Association (“TTMA”) filed a petition in the U.S. Court of Appeals seeking review of the rule as it relates to the authority of the agencies to regulate trailers under the Clean Air Act. In addition, TTMA also filed for a Stay to suspend enforcement of the rule, to allow time for the EPA and NHTSA to reconsider the trailer provisions in the rule. In October 2017, the Court of Appeals granted the motion for Stay of the GHG2 rule as it applies to trailers. Ultimately, while compliance is on hold, the final impact on the trailer industry will not be known until there is a final ruling on the TTMA lawsuit. The rule itself focuses mainly on van trailers, and is divided into four increasingly stringent greenhouse gas reduction standards. The rule requires fuel saving technologies on van trailers, such as trailer side skirts, low rolling resistance tires, and automatic tire inflation systems. For tank trailers and flatbed trailers, the rule will require low rolling resistant tires and automotive tire inflation systems. More stringent van trailer standards would come into play in model years 2021, 2024 and 2027 – requiring more advanced fuel efficiency technologies, such as rear boat tails and higher percentage improvement side skirts and tires. In addition to increasing the cost of a trailer, these regulations may also lead to a higher demand for various aerodynamic device products.
▪In December 2017, the California Air Resource Board (“CARB”) unveiled its own proposal for new greenhouse gas standards for medium- and heavy-duty trucks and trailers that operate in California. The CARB rules are similar to the EPA’s current GHG2 standards for vehicles, but CARB made additions to counter pending EPA challenges to repeal rules pertaining to trailers. On September 27, 2018, CARB approved for adoption the California Phase 2 GHG regulation. That regulation largely aligns California’s GHG emission standards and test procedures with the federal Phase 2 GHG emission standards and test procedures and provides nationwide consistency for engine and vehicle manufacturers, which will require trailers be equipped with the fuel savings technologies outlined in the EPA GHG2 rules.
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On December 3, 2019, CARB issued an official advisory notifying trailer manufacturers that CARB will be suspending enforcement of GHG2 trailer requirements until January 1, 2022. Additionally, CARB continues to process and approve voluntary applications during the suspension period and will provide at least a 6-month written notice prior to commencement of enforcing GHG2. We will continue preparations to become compliant if/when official notice has been received for commencement of the regulation.
▪On September 2, 2020, the Truck Trailer Manufacturers Association (“TTMA”) notified its members, including Wabash National, that it had filed a motion in the United States Court of Appeals for the District of Columbia Circuit (the “Court”) asking for a Stay to the NHTSA GHG2 rules, which reflect the federal Phase 2 greenhouse gas emission standards. The hearing occurred on September 15, 2020, as scheduled, and on September 29, 2020, the ruling to Stay was granted by the Court. The Stay relates specifically to fuel economy regulations for truck trailers pending further order of the court. Therefore, Wabash National and our customers are not required to take any action concerning any new specification-driven regulatory requirements in 2021.
Other Developments. Other developments and potential impacts on the industry include:
▪While we believe the need for trailer equipment will be positively impacted by the legislative and regulatory changes addressed above, these demand drivers could be offset by factors that contribute to the increased concentration and density of loads.
▪Trucking company profitability, which can be influenced by factors such as fuel prices, freight tonnage volumes, and government regulations, is highly correlated with the overall economy of the U.S.; carrier profitability significantly impacts demand for, and the financial ability to, purchase new trailers.
▪We expect that the majority of freight in our industry will continue to be moved by truck and, according to ATA, even with the impact of the COVID-19 pandemic, freight volumes will grow around 36% over the next 11 years while total freight transportation revenue is expected to increase 45.7% by 2031.
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Results of Operations
The following table sets forth certain operating data as a percentage of net sales for the periods indicated:
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Net sales | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||
| Cost of sales | 89.2 | % | 86.8 | % | 87.5 | % | |||||||||||
| Gross profit | 10.8 | % | 13.2 | % | 12.5 | % | |||||||||||
| General and administrative expenses | 6.3 | % | 4.7 | % | 4.2 | % | |||||||||||
| Selling expenses | 1.7 | % | 1.5 | % | 1.5 | % | |||||||||||
| Amortization of intangibles | 1.5 | % | 0.9 | % | 0.8 | % | |||||||||||
| Impairment and other, net | 7.1 | % | — | % | 1.1 | % | |||||||||||
| (Loss) income from operations | (5.8) | % | 6.2 | % | 4.9 | % | |||||||||||
| Interest expense | (1.6) | % | (1.2) | % | (1.3) | % | |||||||||||
| Other, net | — | % | 0.1 | % | 0.6 | % | |||||||||||
| (Loss) income before income taxes | (7.4) | % | 5.1 | % | 4.2 | % | |||||||||||
| Income tax (benefit) expense | (0.8) | % | 1.2 | % | 1.1 | % | |||||||||||
| Net (loss) income | (6.6) | % | 3.9 | % | 3.1 | % | |||||||||||
2020 Compared to 2019
Net Sales
Net sales in 2020 decreased $837.2 million, or 36.1%, compared to 2019. By business segment, net sales prior to intersegment eliminations and related trailer units sold were as follows (dollars in thousands):
| Year Ended December 31, | Change | ||||||||||||||||||||||
| 2020 | 2019 | Amount | % | ||||||||||||||||||||
| (prior to elimination of intersegment sales) | |||||||||||||||||||||||
| Sales by Segment | |||||||||||||||||||||||
| Commercial Trailer Products | $ | 992,776 | $ | 1,521,541 | $ | (528,765) | (34.8 | %) | |||||||||||||||
| Diversified Products | 294,134 | 384,516 | (90,382) | (23.5 | %) | ||||||||||||||||||
| Final Mile Products | 218,398 | 441,910 | (223,512) | (50.6) | % | ||||||||||||||||||
| Eliminations | (23,419) | (28,831) | |||||||||||||||||||||
| Total | $ | 1,481,889 | $ | 2,319,136 | $ | (837,247) | (36.1) | % | |||||||||||||||
| New Trailers | (units) | ||||||||||||||||||||||
| Commercial Trailer Products | 34,585 | 54,650 | (20,065) | (36.7 | %) | ||||||||||||||||||
| Diversified Products | 2,050 | 2,850 | (800) | (28.1) | % | ||||||||||||||||||
| Total | 36,635 | 57,500 | (20,865) | (36.3 | %) | ||||||||||||||||||
| Used Trailers | (units) | ||||||||||||||||||||||
| Commercial Trailer Products | 475 | 75 | 400 | 533.3 | % | ||||||||||||||||||
| Diversified Products | 125 | 75 | 50 | 66.7 | % | ||||||||||||||||||
| Total | 600 | 150 | 450 | 300.0 | % | ||||||||||||||||||
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Commercial Trailer Products segment sales, prior to the elimination of intersegment sales, were $992.8 million in 2020, a decrease of $528.8 million, or 34.8%, compared to 2019. The decrease in sales was primarily due to a 36.7% decrease in new trailer shipments as 34,585 trailers were shipped in 2020 compared to 54,650 trailer shipments in 2019. This decrease in new trailer shipments compared to the prior year period resulted in a $522.7 million decrease in new trailer revenue. The overall decrease in sales and shipments is partially attributable to the ongoing impacts of COVID-19, which reduced demand for our products. Despite these headwinds, revenue per new trailer unit increased approximately 1.7% compared to prior year period. Used trailer sales increased $3.4 million compared to 2019 primarily due to a 400 unit increase in used trailer sales. Parts and service sales in 2020 decreased $3.4 million, or 8.5%, compared to 2019.
Diversified Products segment sales, prior to the elimination of intersegment sales, were $294.1 million in 2020, a decrease of $90.4 million, or 23.5%, compared to 2019. New trailer sales decreased $52.2 million, or 26.3%, due to a 28.1% decrease in new trailer shipments as approximately 2,050 trailers were shipped in 2020 compared to 2,850 trailers shipped in 2019. While revenue per new trailer unit increased approximately 2.9% comparatively, the decrease in new trailer shipments compared to the prior year period resulted in a $52.2 million decrease in new trailer revenue. Equipment and other sales decreased $15.7 million, or 22.0%, compared to the prior year period. Sales of our components, parts and service product offerings in 2020 decreased $25.0 million, or 22.1%, compared to 2019. The overall decreases in sales in this market segment are in part due to the ongoing impacts of COVID-19, which caused reduced demand for our products.
Final Mile Products segment sales, prior to the eliminations of intersegment sales, were $218.4 million in 2020 compared to $441.9 million in 2019, a 50.6% decrease. Decreased truck body unit shipments of 48.0% drove a $215.6 million decrease in new truck body sales compared to the prior year period. Sales of our parts and service product offerings in this segment decreased $7.9 million, 33.8%, compared to prior year. The overall decrease in net sales compared to the prior year period is attributable to softer demand in this market segment and decreased chassis availability from suppliers, both of which were worsened by the impacts of the ongoing COVID-19 pandemic.
Cost of Sales
Cost of sales was $1.3 billion in 2020, a decrease of $690.6 million, or 34.3%, compared to 2019. Cost of sales is comprised of material costs, a variable expense, and other manufacturing costs, comprised of both fixed and variable expenses, including direct and indirect labor, outbound freight, and overhead expenses.
Commercial Trailer Products segment cost of sales was $891.2 million in 2020, a decrease of $453.1 million, or 33.7%, compared to 2019. The decrease was primarily driven by an overall decrease in manufacturing costs as a result of lower sales volumes, including a $362.7 million decrease in materials costs and a $90.4 million decrease in other manufacturing costs. The lower sales volumes were due in part to the ongoing COVID-19 pandemic.
Diversified Products segment cost of sales, prior to the elimination of intersegment sales, was $241.2 million in 2020, a decrease of $68.7 million, or 22.2%, compared to 2019. Driven by lower sales volumes partially attributable to the ongoing impacts of the COVID-19 pandemic, the decrease in cost of sales from the prior year period was primarily due to a decrease in materials costs of $46.7 million and a decrease in other manufacturing costs totaling $22.0 million.
Final Mile Products segment cost of sales was $207.4 million in 2020 compared to $384.1 million in 2019, a decrease of $176.7 million or 46.0%. The decrease was driven by a $125.9 million decrease in materials costs and a $50.8 million decrease in other manufacturing costs related to decreased sales volumes; however, the decrease in cost of sales was not proportionate to the decrease in sales volumes. The lower sales volumes were due in part to the ongoing COVID-19 pandemic.
Gross Profit
Gross profit was $159.8 million in 2020, a decrease of $146.6 million, or 47.9% from 2019. Gross profit as a percentage of sales, or gross margin, was 10.8% in 2020 as compared to 13.2% in 2019. Gross profit by segment was as follows (in thousands):
| Year Ended December 31, | Change | ||||||||||||||||||||||
| 2020 | 2019 | $ | % | ||||||||||||||||||||
| Gross Profit by Segment | |||||||||||||||||||||||
| Commercial Trailer Products | $ | 101,556 | $ | 177,190 | $ | (75,634) | (42.7) | % | |||||||||||||||
| Diversified Products | 52,933 | 74,588 | (21,655) | (29.0) | % | ||||||||||||||||||
| Final Mile Products | 10,973 | 57,815 | (46,842) | (81.0) | % | ||||||||||||||||||
| Corporate and Eliminations | (5,708) | (3,211) | (2,497) | ||||||||||||||||||||
| Total | $ | 159,754 | $ | 306,382 | $ | (146,628) | (47.9) | % | |||||||||||||||
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Commercial Trailer Products segment gross profit was $101.6 million in 2020 compared to $177.2 million in 2019, a decrease of $75.6 million. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 10.2% in 2020 as compared to 11.6% in 2019, a decrease of 140 basis points. We made purposeful efforts to mitigate lower sales volumes due to the ongoing COVID-19 pandemic by decreasing our fixed costs, including Company-wide furloughs, headcount reductions, and other cost containment measures. These actions include both temporary and permanent measures. While we made these purposeful efforts to contain costs, the decreases in gross profit and gross profit as a percentage of net sales decreased mostly due to weaker volume leverage over fixed costs.
Diversified Products segment gross profit was $52.9 million in 2020 compared to $74.6 million in 2019. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 18.0% in 2020 compared to 19.4% in 2019, a decrease of 140 basis points. While fixed costs decreased between periods as a result of our cost containment initiatives in response to COVID-19 impacts (which include both temporary and permanent measures), the decreases in gross profit and gross profit as a percentage of net sales compared to the prior year period were primarily driven by weaker volume leverage over fixed costs.
Final Mile Products segment gross profit was $11.0 million in 2020 compared to $57.8 million in 2019. Gross profit, as a percentage of sales, was 5.0% in 2020, compared to 13.1% in 2019. While fixed costs decreased between periods as a result of our cost containment initiatives in response to COVID-19 impacts (which include both temporary and permanent measures), the decreases in gross profit and gross profit as a percentage of net sales were primarily attributable to weaker volume leverage over fixed costs as well as supply chain disruption related to chassis availability from our suppliers which was due in part to the COVID-19 pandemic.
General and Administrative Expenses
General and administrative expenses were $92.7 million in 2020, a decrease of $15.5 million, or 14.3%, compared to 2019. The decrease from the prior year period was largely due to a decrease of approximately $14.5 million in employee-related costs, including benefits and incentive programs, partially offset by an increase in severance-related expense. Additional decreases were attributable to lower professional service expenses, advertising and promotion, and travel-related costs totaling approximately $2.6 million. Partially offsetting these decreases were fees and expenses incurred in closing on the New Term Loan Credit Agreement during the third quarter of 2020 of approximately $1.2 million. The overall decrease in general and administrative expenses was due in part to the impacts of the ongoing COVID-19 pandemic and our implementation of cost containment measures. General and administrative expenses, as a percentage of net sales, were 6.3% in 2020 compared to 4.7% in 2019.
Selling Expenses
Selling expenses were $25.1 million in 2020, a decrease of $9.8 million, or 28.0%, compared to 2019. The decrease was due to a decrease of approximately $6.0 million in employee-related costs, including benefits and incentive programs, and a decrease in travel-related costs and advertising and promotion expense of approximately $3.3 million. Consistent with general and administrative expenses, these overall decreases in selling expenses were due in part to the impacts of the ongoing COVID-19 pandemic and our implementation of cost containment measures. As a percentage of net sales, selling expenses were 1.7% in 2020 compared to 1.5% in 2019.
Amortization of Intangibles
Amortization of intangibles was $22.0 million in 2020 compared to $20.5 million in 2019. Amortization of intangibles for both periods primarily includes amortization expense recognized for intangible assets recorded from the acquisition of Walker in May 2012, certain assets acquired from Beall® in February 2013, and Supreme in September 2017. The increase during 2020 compared to 2019 is primarily attributable to the graded amortization for the Supreme customer relationships intangibles, which was based off of an undiscounted cash flow analysis.
Impairment and Other, Net
Impairment and other, net of $105.6 million during 2020 was primarily the result of impairment charges related to goodwill within the Final Mile Products and Diversified Products segments totaling $106.7 million during the first quarter of 2020. These impairment charges were partially offset by the net gain on sale of property, plant, and equipment assets. In addition, during the fourth quarter of 2020 we closed on the divestiture of the Beall® brand of tank trailers and recognized a loss on sale. There were no impairment charges or significant sales during 2019.
Other Income (Expense)
Interest expense in 2020 totaled $24.2 million compared to $27.3 million in 2019. Interest expense relates to interest and non-cash accretion charges on the New Term Loan Credit Agreement, Old Term Loan Credit Agreement, Senior Notes, and Revolving Credit Agreement. The decrease from the previous year is primarily due to our voluntary prepayments totaling
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approximately $50.0 million against our Old Term Loan Credit Agreement throughout 2019 and the significant decrease in LIBOR between periods.
Other, net for 2020 represented income of $0.6 million as compared to income of $2.3 million for 2019. Income for the current year period is primarily related to interest income, partially offset by debt extinguishment charges totaling $0.4 million related to the payoff of the Old Term Loan Credit Agreement and $10.0 million repayment on our Senior Notes during the third quarter, as well as the $11.2 million prepayment on the New Term Loan Credit Agreement during the fourth quarter. Income for the prior year period is primarily related to interest income.
Income Taxes
We recognized an income tax benefit of $11.8 million in 2020 compared to income tax expense of $28.2 million in 2019. The effective tax rate for 2020 was 10.8% compared to 23.9% for 2019. Certain provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) had a significant impact on the effective tax rate, income tax payable, and deferred income tax positions of the Company for 2020. The effective tax rate for 2020 differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state and local taxes, impairment of non-deductible goodwill, provisions related to the CARES Act, and discrete items incurred related to stock-based compensation. For 2019, the effective tax rate differs from the US Federal statutory rate of 21% primarily due to the impact of state and local taxes and research and development credits. Refunds received for income taxes in 2020 were $4.7 million compared to cash paid for taxes during 2019 of $20.4 million.
Liquidity and Capital Resources
Capital Structure
Our capital structure is comprised of a mix of debt and equity. As of December 31, 2020, our debt to equity ratio was approximately 1.1:1.0. Our long-term objective is to generate operating cash flows sufficient to support the growth within our businesses and increase shareholder value. This objective will be achieved through a balanced capital allocation strategy of sustaining strong liquidity, maintaining healthy leverage ratios, investing in the business, both organically and strategically, and returning capital to our shareholders.
Throughout 2020, and in keeping to this balanced approach, we repurchased $17.6 million of common stock under the share repurchase program approved by our Board of Directors and paid dividends of $17.3 million. In addition, as further described below, during the third quarter of 2020 we used the proceeds from the closure of our $150.0 million New Term Loan Credit Agreement to pay off the $135.2 million outstanding balance on the Old Term Loan Credit Agreement. We used the remaining proceeds to pay related issuance costs and expenses as well as repay $10.0 million against our Senior Notes, which are now our nearest maturity of outstanding debt, due October 2025. We also made a voluntary prepayment of $11.2 million under our New Term Loan Credit Agreement during the fourth quarter of 2020.
Despite the uncertainty caused by the ongoing COVID-19 pandemic, we believe we are well-positioned from a liquidity perspective as we have prepared for an eventual downturn in our industry over the last two years. Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $384.0 million as of December 31, 2020 and $308.1 million as of December 31, 2019, an increase of 25%. In addition, as noted above our nearest debt maturity is not until October 2025. While the severity and duration of the impacts of COVID-19 remain unknown, for 2021 we expect to continue our commitment to fund our working capital requirements and capital expenditures, including maintaining our assets to capitalize on any economic and/or industry upswings, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment to contain cost and preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial well-being of the Company.
Debt Agreements and Related Amendments
Senior Notes
On September 26, 2017, we issued Senior Notes due 2025 (the “Senior Notes”) in an offering pursuant to Rule 144A or Regulation S under the Securities Act of 1933, as amended, with an aggregate principal amount of $325 million. The Senior Notes bear interest at the rate of 5.50% per annum from the date of issuance, and pay interest semi-annually in cash on April 1 and October 1 of each year. We used the net proceeds of $318.9 million from the sale of the Senior Notes to finance a portion of the acquisition of Supreme and to pay related fees and expenses.
The Senior Notes will mature on October 1, 2025. At any time prior to October 1, 2020, we could have redeemed 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 for the Senior Notes and accrued and unpaid interest to, but not including, the redemption date. Prior to October 1, 2020, we could have redeemed up to 40% of the Senior Notes at a redemption price of 105.50% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain equity offerings so long as if, after any such redemption occurs, at least 60% of
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the aggregate principal amount of the Senior Notes remained outstanding. On and after October 1, 2020, we may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.750% for the twelve-month period beginning on October 1, 2020, 101.375% for the twelve-month period beginning October 1, 2021 and 100.000% beginning on October 1, 2022, 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 for the Senior Notes), unless we have exercised our optional redemption right in respect of the Senior Notes, the holders of the Senior Notes have the right to require us 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 our and the guarantors’ general unsecured senior obligations and are subordinate to all of our 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 subordinate to any existing and future debt of any of our subsidiaries that are not guarantors, to the extent of the assets of those subsidiaries.
The indenture for the Senior Notes restricts our ability and the ability of certain of our subsidiaries to: (i)incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, our capital stock or with respect to any other interest or participation in, or measured by, our 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 our 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 Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no event of default has occurred or is continuing, many of such covenants will be suspended and we and our subsidiaries will not be subject to such covenants during such period.
The indenture for the Senior Notes 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, 2020, we were in compliance with all covenants, and while the duration and severity of the ongoing COVID-19 pandemic remain unknown at this time, we do not anticipate that the pandemic will impact our ability to remain in compliance with these covenants.
Contractual coupon interest expense and accretion of discount and fees for the Senior Notes for the years ended December 31, 2020, 2019 and 2018, was $18.6 million, $18.5 million and $18.5 million, respectively and is included in Interest expense on our Consolidated Statements of Operations.
During the third quarter of 2020, we repaid $10.0 million of the Senior Notes utilizing net proceeds from the closure of the new term loan credit agreement, which is described in more detail below.
Revolving Credit Agreement
On December 21, 2018, we entered into the Second Amended and Restated Credit Agreement (the “Revolving Credit Agreement”), among us, certain of our subsidiaries as borrowers (together with us, the “Borrowers”), the lenders from time to time party thereto, Wells Fargo Capital Finance, LLC, as the administrative agent, joint lead arranger and joint bookrunner (the “Revolver Agent”), and Citizens Business Capital, a division of Citizens Asset Finance, Inc., as syndication agent, joint lead arranger and joint bookrunner, which amended and restated our existing amended and restated revolving credit agreement, dated as of May 8, 2012.
On September 28, 2020, we entered into the First Amendment to Second Amended and Restated Credit Agreement (together with the Second Amended and Restated Credit Agreement, the “Revolving Credit Agreement” or “Revolving Facility”) among us, certain of our subsidiaries party thereto, the lenders party thereto, and the Revolver Agent. The Amendment primarily made conforming changes to the provisions in the Revolving Credit Agreement to reflect modifications made under the new term loan credit agreement, which is described in more detail below.
The Revolving Credit Agreement is guaranteed by certain of our subsidiaries (the “Revolver Guarantors”) and is secured by (i) first priority security interests (subject only to customary permitted liens and certain other permitted liens) in substantially all personal property of the Borrowers and the Revolver Guarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash or other assets in such accounts and, to the extent evidencing or otherwise related to such property, all general intangibles, licenses, intercompany debt, letter of credit rights, commercial tort claims, chattel paper, instruments, supporting obligations, documents and payment intangibles (collectively, the “Revolver Priority Collateral”), and (ii) second-priority liens on and security interests in (subject only to the liens securing the Term Loan Credit Agreement (as defined below), customary permitted liens and certain other permitted liens) (A) equity interests of each direct subsidiary held by the Borrowers and each Revolver Guarantor (subject to customary limitations in the case of the equity of foreign
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subsidiaries), and (B) substantially all other tangible and intangible assets of the Borrowers and the Revolver Guarantors including equipment, general intangibles, intercompany notes, insurance policies, investment property and intellectual property (in each case, except to the extent constituting Revolver Priority Collateral), but excluding real property (collectively, including certain material owned real property that does not constitute collateral under the Revolving Credit Agreement, the “Term Priority Collateral”). The respective priorities of the security interests securing the Revolving Credit Agreement and the Term Loan Credit Agreement are governed by an Intercreditor Agreement, dated as of May 8, 2012, between the Revolver Agent and the Term Agent (as defined below), as amended (the “Intercreditor Agreement”). The Revolving Credit Agreement has a scheduled maturity date of December 21, 2023, subject to certain springing maturity events.
Under the Revolving Credit Agreement, the lenders agree to make available to us a $175 million revolving credit facility. We have the option to increase the total commitment under the facility to up to $275 million, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the Revolving Credit Agreement, to provide such increased amounts. Availability under the Revolving Credit Agreement will be based upon quarterly (or more frequent under certain circumstances) borrowing base certifications of the Borrowers’ eligible inventory and eligible accounts receivable, and will be 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 an amount not in excess of $15 million, and allows for swingline loans in an amount not in excess of $17.5 million. Outstanding borrowings under the Revolving Credit Agreement will bear interest at an annual rate, at the Borrowers’ election, equal to (i) LIBOR 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 loan facility. 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 Revolver Agent and the lenders.
The Revolving Credit Agreement contains customary covenants limiting our ability and certain of our affiliates 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, we 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 10% of the total revolving commitment.
If availability under the Revolving Credit Agreement is less than 15% of the total revolving commitment or if there exists an event of default, amounts in any of the Borrowers’ and the Revolver Guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Revolver Agent and applied to reduce the outstanding amounts under the facility.
Subject to the terms of the Intercreditor Agreement, if the covenants under the Revolving Credit Agreement are breached, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customary events of default in the Revolving Credit Agreement include, without limitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain other indebtedness, and the incurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 30 days.
In connection with the Second Amended and Restated Credit Agreement, we recognized a loss on debt extinguishment of $0.1 million during 2018, which is included in Other, net on our Consolidated Statements of Operations. Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $384.0 million as of December 31, 2020 and $308.1 million as of December 31, 2019, an increase of 25%.
During the three-month period ended March 31, 2020, we drew $45.0 million under the Revolving Credit Agreement as a precautionary measure in response to the uncertainty caused by the COVID-19 pandemic. During the second quarter of 2020, we repaid the $45.0 million in outstanding borrowings, and for the remainder of 2020 and as of December 31, 2020 and 2019 there were no amounts outstanding under the Revolving Facility. We are in compliance with all covenants as of December 31, 2020, and while the duration and severity of the ongoing COVID-19 pandemic remain unknown at this time, we do not anticipate that the pandemic will impact our ability to remain in compliance with these covenants.
Interest expense under the Revolving Credit Agreement for the year ended December 31, 2020, was approximately $0.2 million. There was no interest expense under the Revolving Credit Agreement for years ended December 31, 2019 and December 31, 2018.
New and Old Term Loan Credit Agreements
On September 28, 2020, we entered into a Term Loan Credit Agreement (the “New Term Loan Credit Agreement”) among us, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as the administrative agent (the “Term Agent”), providing for a senior secured term loan facility of $150.0 million that was advanced at closing. The New Term Loan Credit Agreement refinanced and replaced that certain Term Loan Credit Agreement, dated as of May 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Old Term Loan Credit Agreement”), among us, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent.
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The New Term Loan Credit Agreement is guaranteed by certain of our subsidiaries (the “Term Loan Guarantors”) and is secured by (i) second priority security interests (subject only to the liens securing the Revolving Credit Agreement, customary permitted liens, and certain other permitted liens) in substantially all of our personal property and the Term Loan Guarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash or other assets in such accounts and, to the extent evidencing or otherwise related to such property, all general intangibles, licenses, intercompany debt, letter of credit rights, commercial tort claims, chattel paper, instruments, supporting obligations, documents and payment intangibles, and (ii) first priority security interests (subject only to customary permitted liens and certain other permitted liens) in (A) subject to certain limitations, equity interests of each direct subsidiary held by us and each Term Loan Guarantor, and (B) substantially all of our other tangible and intangible assets and the Term Loan Guarantors, including equipment, general intangibles, intercompany notes, investment property and intellectual property, but excluding real property. The respective priorities of the security interests securing the New Term Loan Credit Agreement and the Revolving Credit Agreement are governed by an Intercreditor Agreement, dated as of September 28, 2020, between the Term Agent and the Revolver Agent (the “Intercreditor Agreement”). The New Term Loan Credit Agreement has a scheduled maturity date of September 28, 2027. The loans under the New Term Loan Credit Agreement amortize in quarterly installments equal to 0.25% of the original principal amount of the term loans issued thereunder, with the balance payable at maturity.
Outstanding borrowings under the New Term Loan Credit Agreement bear interest at a rate, at our election, equal to (i) LIBOR (subject to a floor of 0.75% per annum) plus a margin of 3.25% per annum or (ii) a base rate plus a margin of 2.25% per annum.
The New Term Loan Credit Agreement contains customary covenants limiting our ability and our subsidiaries to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, pay off subordinated indebtedness, make investments and dispose of assets. As of December 31, 2020, we were in compliance with all covenants, and while the duration and severity of the ongoing COVID-19 pandemic remain unknown at this time, we do not anticipate that the pandemic will impact our ability to remain in compliance with these covenants.
Subject to the terms of the Intercreditor Agreement, if the covenants under the New Term Loan Credit Agreement are breached, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customary events of default in the New Term Loan Credit Agreement include, without limitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain other indebtedness, and the incurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 60 days.
We used the net proceeds of $148.5 million from the New Term Loan Credit Agreement to pay off the outstanding principal under the Old Term Loan Credit Agreement of $135.2 million, repay a portion of its outstanding Senior Notes, and pay related fees and expenses. In connection with the pay off of the Old Term Loan Credit Agreement (specifically for those lenders that did not participate in the New Term Loan Credit Agreement) and partial repayment of the outstanding Senior Notes, we recognized a loss on debt extinguishment totaling approximately $0.2 million, which is included in Other, net in the Consolidated Statements of Operations.
As further described in Note 20, during the fourth quarter of 2020 we sold our Beall® brand of tank trailers and associated assets. The net proceeds of approximately $11.2 million from the sale were used to pay down outstanding principal under the New Term Loan Credit Agreement. In connection with the pay down we recognized a loss on debt extinguishment totaling approximately $0.2 million. The required quarterly principal payments through maturity under the New Term Loan Credit Agreement were satisfied in full with this prepayment.
For the years ended December 31, 2020, 2019, and 2018, under the New and Old Term Loan Credit Agreements we paid interest of $4.8 million, $7.8 million, and $8.0 million, respectively. For the years ended December 31, 2019 and 2018 we paid principal of $50.5 million, and $1.9 million, respectively. During 2020, 2019, and 2018, we recognized losses on debt extinguishment totaling approximately $0.4 million, $0.2 million, and $0.3 million, respectively, in connection with the New Term Loan Credit Agreement activity described above and prepayment of principal. The losses on debt extinguishment are included in Other, net on our Consolidated Statements of Operations. As of December 31, 2020 and December 31, 2019, we had $138.8 million and $135.2 million outstanding under the New and Old Term Loan Credit Agreements, respectively, of which none was classified as current on our Consolidated Balance Sheets.
For the years ended December 31, 2020, 2019, and 2018, we incurred charges of $0.2 million in each period for amortization of fees and original issuance discount which is included in Interest expense in the Consolidated Statements of Operations.
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Convertible Senior Notes
In April 2012, we issued Convertible Senior Notes due 2018 (the “Convertible Notes”) with an aggregate principal amount of $150 million in a public offering. The Convertible Notes bear interest at a rate of 3.375% per annum from the date of issuance, payable semi-annually on May 1 and November 1, and matured on May 1, 2018. The Convertible Notes were senior unsecured obligations ranked equally with our existing and future senior unsecured debt. We used the net proceeds of $145.1 million from the sale of the Convertible Notes to fund a portion of the purchase price of the acquisition of Walker Group Holdings (“Walker”) in May 2012. We accounted separately for the liability and equity components of the Convertible Notes in accordance with authoritative guidance for convertible debt instruments that may be settled in cash upon conversion.
During 2018, we used $80.2 million in cash, excluding interest, to settle $44.6 million in principal of the Convertible Notes of which none were converted to common shares. The excess of the cash settlement amount over the principal value of the Convertible Notes was accounted for as a reacquisition of equity, resulting in a $35.5 million reduction to additional paid-in capital during 2018. For the year ended December 31, 2018, we recognized a loss on debt extinguishment of $0.2 million related to settlements and the retirement of the Convertible Notes, which is included in Other, net on our Consolidated Statements of Operations.
Cash Flow
2020 compared to 2019
Cash provided by operating activities for 2020 totaled $124.1 million, compared to $146.3 million in 2019. The cash provided by operations during the current year was the result of net loss adjusted for various non-cash activities, including depreciation, amortization, net gain on the sale of assets and a business divestiture, deferred taxes, loss on debt extinguishment, stock-based compensation, impairment, accretion of debt discount, and a $57.0 million decrease in our working capital. Changes in key working capital accounts for 2020 and 2019 are summarized below (in thousands):
| 2020 | 2019 | Change | |||||||||||||||
| Source (use) of cash: | |||||||||||||||||
| Accounts receivable | $ | 71,436 | $ | 8,327 | $ | 63,109 | |||||||||||
| Inventories | 21,099 | (2,510) | 23,609 | ||||||||||||||
| Accounts payable and accrued liabilities | (28,266) | (817) | (27,449) | ||||||||||||||
| Net source of cash | $ | 64,269 | $ | 5,000 | $ | 59,269 | |||||||||||
Accounts receivable decreased by $71.4 million in 2020 and $8.3 million for 2019. Days sales outstanding, a measure of working capital efficiency that measures the amount of time a receivable is outstanding, was approximately 23 days and 27 days as of December 31, 2020 and 2019, respectively. The decrease in accounts receivable for 2020 was primarily due to lower shipment volume during the current year as well as the timing of customer payments. Inventories decreased in 2020 by $21.1 million compared to an increase in 2019 of $2.5 million. Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year, was approximately 6 times in 2020 compared to 8 times in 2019. The decrease in inventory for 2020 was primarily attributable to lower finished goods, raw materials, and work in progress inventories due to softer demand during 2020 compared to 2019. Accounts payable and accrued liabilities decreased by $28.3 million in 2020 compared to a decrease of $0.8 million for 2019. Days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable is outstanding, was 26 days in 2020 and 24 days in 2019. The decrease in 2020 compared to 2019 was primarily due to the overall timing of payments and our cost containment measures implemented during 2020.
Investing activities used $3.0 million during 2020 compared to $36.9 million used in 2019. Investing activities for 2020 included capital expenditures of $20.1 million to support maintenance, growth, and improvement initiatives at our facilities partially offset by proceeds from the sale of assets and a business divestiture totaling $17.1 million. Cash used in investing activities in 2019 was primarily related to capital expenditures to support growth and improvement initiatives at our facilities totaling $37.6 million, partially offset by proceeds from the sale of property, plant, and equipment assets of $0.8 million.
Financing activities used $44.0 million during 2020, primarily related to the pay off of the Old Term Loan Credit Agreement and repayments against our Senior Notes totaling $146.4 million, both of which utilized net proceeds from the closure of our New Term Loan Credit Agreement. In addition, during the fourth quarter of 2020 we made a prepayment under the New Term Loan Credit Agreement of $11.2 million. We also repurchased common stock of $18.9 million and paid cash dividends to our shareholders of $17.3 million. Financing activities used $101.6 million during 2019, primarily related to principal payments under the Old Term Loan Credit Agreement totaling $50.5 million, common stock repurchases totaling $33.7 million, and cash dividends paid to our shareholders of $17.8 million.
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Despite the uncertainty caused by the ongoing COVID-19 pandemic, we believe we are well-positioned from a liquidity perspective as we have prepared for an eventual downturn in our industry over the last two years. Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $384.0 million as of December 31, 2020 and $308.1 million as of December 31, 2019, an increase of 25%. In addition, our nearest debt maturity is not until October 2025. While the severity and duration of the impacts of COVID-19 remain unknown, for 2021 we expect to continue our commitment to fund our working capital requirements and capital expenditures, including maintaining our assets to capitalize on any economic and/or industry upswings, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment to contain cost and preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial well-being of the Company.
Contractual Obligations and Commercial Commitments
A summary of our contractual obligations and commercial commitments, both on and off balance sheet, as of December 31, 2020 are as follows (in thousands):
| 2021 | 2022 | 2023 | 2024 | 2025 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| Debt: | |||||||||||||||||||||||||||||||||||||||||
| Revolving Facility (due 2023) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||
| Senior Notes (due 2025) | — | — | — | — | 315,000 | — | 315,000 | ||||||||||||||||||||||||||||||||||
| New Term Loan Credit Agreement (due 2027) | — | — | — | — | — | 138,835 | 138,835 | ||||||||||||||||||||||||||||||||||
Interest payments on Revolving Facility, New Term Loan Agreement, and Senior Notes1 | 22,878 | 22,878 | 22,878 | 22,878 | 18,547 | 9,718 | 119,777 | ||||||||||||||||||||||||||||||||||
| Finance Leases (including principal and interest) | 361 | 30 | — | — | — | — | 391 | ||||||||||||||||||||||||||||||||||
| Total debt | 23,239 | 22,908 | 22,878 | 22,878 | 333,547 | 148,553 | 574,003 | ||||||||||||||||||||||||||||||||||
| Other: | |||||||||||||||||||||||||||||||||||||||||
| Operating Leases | 4,569 | 3,040 | 2,185 | 1,085 | 537 | 721 | 12,137 | ||||||||||||||||||||||||||||||||||
| Total Other | 4,569 | 3,040 | 2,185 | 1,085 | 537 | 721 | 12,137 | ||||||||||||||||||||||||||||||||||
| Other Commercial Commitments: | |||||||||||||||||||||||||||||||||||||||||
| Letters of Credit | 6,838 | — | — | — | — | — | 6,838 | ||||||||||||||||||||||||||||||||||
| Raw Material Purchase Commitments | 86,923 | — | — | — | — | — | 86,923 | ||||||||||||||||||||||||||||||||||
| Chassis Agreements and Programs | 20,367 | — | — | — | — | — | 20,367 | ||||||||||||||||||||||||||||||||||
| Total Other Commercial Commitments | 114,128 | — | — | — | — | — | 114,128 | ||||||||||||||||||||||||||||||||||
| Total Obligations | $ | 141,936 | $ | 25,948 | $ | 25,063 | $ | 23,963 | $ | 334,084 | $ | 149,274 | $ | 700,268 | |||||||||||||||||||||||||||
1 Future interest payments on variable rate long-term debt are estimated based on the rate in effect as of December 31, 2020.
Borrowings under the Revolving Facility bear interest at a variable rate based on the LIBOR or a base rate determined by the lender’s prime rate plus an applicable margin, as defined in the agreement. Any outstanding borrowings under the Revolving Facility bear interest at a rate, at our election, equal to (i) LIBOR 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 Facility. We 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 our agent and lenders. As a result of uncertainty caused by the COVID-19 pandemic, we drew $45.0 million under the Revolving Facility during the first quarter of 2020. During the second quarter of 2020, we repaid the $45.0 million in outstanding borrowings, and as of December 31, 2020 we had no amounts outstanding under our Revolving Facility.
Borrowings under the New Term Loan Credit Agreement bear interest at a rate, at our election, equal to (i) LIBOR (subject to a floor of 0.75% per annum) plus a margin of 3.25% per annum or (ii) a base rate plus a margin of 2.25% per annum.
The Senior Notes bear interest at the rate of 5.5% per annum from the date of issuance, payable semi-annually on April 1 and October 1.
Finance leases represent future minimum lease payments including interest. Operating leases represent the total future minimum lease payments for leases that have commenced. As of December 31, 2020, obligations related to operating leases that we have executed but have not yet commenced totaled approximately $1.7 million on a non-discounted basis, which we generally expect to be recognized over the next 10 years.
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We have standby letters of credit totaling $6.8 million issued in connection with workers compensation claims and surety bonds.
We have $86.9 million in purchase commitments through December 2021 for various raw material commodities, including aluminum, steel, polyethylene and nickel as well as other raw material components which are within normal production requirements.
We, through our subsidiary Supreme, obtain most 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, 2020 the Company’s outstanding chassis converter pool with the manufacturer totaled $17.8 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 through its Supreme subsidiary are handled as consigned inventory belonging to the manufacturer and totaled approximately $2.6 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.
The total amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $2.2 million at December 31, 2020. Payment of these obligations would result from settlements with taxing authorities. Due to the difficulty in determining the timing of settlements, these obligations are not included in the table above. We do not expect to make a tax payment related to these obligations within the next year that would significantly impact liquidity.
Significant Accounting Policies and Critical Accounting Estimates
Our significant accounting policies are more fully described in Note 2 to our consolidated financial statements. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, evaluation of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate.
We consider an accounting estimate to be critical if it requires us to make assumptions about matters that were uncertain at the time we were making the estimate or changes in the estimate or different estimates that we could have selected would have had a material impact on our financial condition or results of operations.
Warranties. We estimate warranty claims based on our historical information and the nature, frequency, and average cost of claims of our various product lines, combined with our current understanding of existing claims, recall campaigns, and discussions with our customers. Actual experience could differ from the amounts estimated requiring adjustments to these liabilities in future periods. Due to the uncertainty and potential volatility of the factors contributing to developing estimates, changes in our assumptions could materially affect our results of operations.
Legal and Other Contingencies. The outcomes of legal proceedings and claims brought against us and other loss contingencies are subject to significant uncertainty. We establish legal contingency reserves when we determine that it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In determining the appropriate accounting for loss contingencies, we consider the likelihood of loss or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss. We regularly evaluate current information available to us to determine whether an accrual should be established or adjusted. Estimating the probability that a loss will occur and estimating the amount of a loss or a range of loss involves significant judgment and such matters are unpredictable. We could incur judgments or enter into settlements for current or future claims that could materially impact our results of operations.
Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. We review, on at least a quarterly basis, the financial performance of each business unit for indicators of impairment. In reviewing for impairment indicators, we also consider events or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence,
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competitive activities, and other economic factors. An impairment loss is recognized when the carrying value of an asset group exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value.
Goodwill. We assess goodwill for impairment at the reporting unit level on an annual basis as of October 1st, after the annual planning process is complete. More frequent evaluations may be required if we experience changes in our business climate or as a result of other triggering events that may take place. If the carrying value exceeds fair value, the asset is considered impaired and is reduced to its fair value.
In assessing goodwill for impairment, we may choose to initially evaluate qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, then an impairment analysis for goodwill is performed at the reporting unit level using a quantitative approach. The quantitative test is a comparison of the fair value of the reporting unit, determined using a combination of the income and market approaches, to its recorded amount. If the recorded amount exceeds the fair value, an impairment is recorded to reduce the carrying amount to fair value, but will not exceed the amount of goodwill that is recorded.
The process of evaluating goodwill for impairment is subjective and requires significant judgment at many points during the analysis. If we elect to perform an optional qualitative analysis, we consider many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, long-term operating plans, and potential changes to significant assumptions used in the most recent fair value analysis for the reporting unit. When performing a quantitative goodwill impairment test, we generally determine fair value using a combination of an income-based approach and a market-based approach. The fair value determination consists primarily of using significant unobservable inputs (Level 3) under the fair value measurement standards. We believe the most critical assumptions and estimates in determining the estimated fair value of our reporting units include, but are not limited to, the amounts and timing of expected future cash flows which is largely dependent on expected EBITDA margins, the discount rate applied to those cash flows, and terminal growth rates. The assumptions used in determining our expected future cash flows consider various factors such as historical operating trends and long-term operating strategies and initiatives. The discount rate used by each reporting unit is based on our assumption of a prudent investor’s required rate of return of assuming the risk of investing in a particular company. The terminal growth rate reflects the sustainable operating income a reporting unit could generate in a perpetual state as a function of revenue growth, inflation, and future margin expectations.
Interim goodwill impairment test
Subsequent to December 31, 2019, our share price and market capitalization declined. In addition, as a result of the ongoing COVID-19 pandemic and related impact on our results of operations, the Company did not perform in-line with expectations. As a result, indicators of impairment were identified and we performed an interim quantitative assessment as of March 31, 2020, utilizing a combination of the income and market approaches, which were weighted evenly. Key assumptions used in the analysis were discount rates of 17.0% and 13.5% for FMP and Tank Trailers, respectively, EBITDA margins, and a terminal growth rate of 3.0%. The results of the quantitative analysis indicated the carrying value of the FMP and Tank Trailers reporting units exceeded their respective fair values and, accordingly, goodwill impairment charges of $95.8 million and $11.0 million, respectively, were recorded during the first quarter of 2020. The goodwill impairment charges, which are based on Level 3 fair value measurements, are included in Impairment and other, net in the Consolidated Statements of Operations.
In addition, the results of the quantitative analysis performed as of March 31, 2020 indicated the fair value of the Process Systems reporting unit exceeded the carrying value by approximately 3%. Key assumptions used in the analysis were a discount rate of 14.5%, EBITDA margin, and a terminal growth rate of 3.0%. The Process Systems reporting unit designs and manufactures a broad range of products, such as isolators, stationary silos, and downflow booths used in a number of unique markets, including the chemical, dairy, food and beverage, pharmaceutical and nuclear markets. We believe this reporting unit’s broad range of innovative products in unique industries will result in sufficient future earnings. Based on the results of the interim quantitative test, we performed sensitivity analyses around the key assumptions used in the analysis, the results of which were: (a) a 100 basis point decrease in the EBITDA margin used to determine expected future cash flows would have resulted in an impairment of approximately $4.6 million, (b) a 100 basis point increase in the discount rate would have resulted in an impairment of approximately $4.5 million, and (c) a 100 basis point decrease in the terminal growth rate would have resulted in an impairment of approximately $1.2 million.
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Annual goodwill impairment test
As of December 31, 2020, goodwill allocated to our CTP, DPG, and FMP segments was approximately $2.6 million, $125.0 million, and $71.9 million, respectively. In connection with our annual goodwill impairment test, we performed a quantitative assessment for each reporting unit as of October 1, 2020 utilizing a combination of the income and market approaches, the results of which we weighted evenly. No impairment was indicated as the fair value of each reporting unit exceeded its respective carrying value. While no impairment charges were required, the results of the quantitative analysis performed as of October 1, 2020 indicated the fair value of the Process Systems and FMP reporting units exceeded their respective carrying values by approximately 15% and 6%, respectively. Key assumptions used in the analysis of each reporting unit were a discount rate, EBITDA margin, and a terminal growth rate. We believe both of these reporting units will generate sufficient future earnings based on the markets in which they participate as well as growth potential in these markets.
Future events and changing market conditions may require a re-evaluation of the assumptions used in the determination of fair value for each reporting unit, including key assumptions used in the expected EBITDA margins and cash flows, as well as other key assumptions with respect to matters out of our control, such as discount rates and market multiple comparables. These future events and changing market conditions could result in an impairment of goodwill.
Goodwill allocation for Beall®
During the fourth quarter of 2020 we sold our Beall® brand of tank trailers and associated assets. Prior to the divestiture Beall® was an operating unit within the Tank Trailers reporting unit. In accordance with the relevant accounting guidance, as part of the sale we allocated $4.7 million of goodwill based upon the relative fair value of the Beall® operating unit compared to the Tank Trailers reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting loss recognized in connection with the sale. Subsequent to the divestiture, we performed an impairment assessment for the Tank Trailers reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value.
Other
Inflation
Inflation impacts prices paid for labor, materials and supplies. Significant increases in the costs of production or certain commodities, raw materials, and components could have an adverse impact on our results of operations. As has been our practice, we will endeavor to offset the impact of inflation through selective price increases, productivity improvements, and hedging activities.
New Accounting Pronouncements
For information related to new accounting standards, see Note 3 of the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.
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ITEM 7A–QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In addition to the risks inherent in our operations, we have exposure to financial and market risk resulting from volatility in commodity prices and interest rates. The following discussion provides additional detail regarding our exposure to these risks.
Commodity Price Risks
We are exposed to fluctuation in commodity prices through the purchase of various raw materials that are processed from commodities such as aluminum, steel, lumber, nickel, copper, and polyethylene. Given the historical volatility of certain commodity prices, this exposure can significantly impact product costs. We manage some of our commodity price changes by entering into fixed price contracts with our suppliers and through financial derivatives. To the extent that we are unable to offset the increased commodity costs in our product prices, our results would be materially and adversely affected. As of December 31, 2020, we had $86.9 million in raw material purchase commitments through December 2021 for materials that will be used in the production process, as compared to $83.9 million as of December 31, 2019. We typically do not set prices for our products more than 45-90 days in advance of our commodity purchases and can, subject to competitive market conditions, take into account the cost of the commodity in setting our prices for each order. As of December 31, 2020, a hypothetical ten percent change in commodity prices based on our raw material purchase commitments through December 2021 would result in a corresponding change in cost of goods sold over a one-year period of approximately $8.7 million. This sensitivity analysis does not account for the change in the competitive environment indirectly related to the change in commodity prices and the potential managerial action taken in response to these changes.
Interest Rates
As a result of uncertainty caused by the COVID-19 pandemic, we drew $45.0 million under the Revolving Facility during the first quarter of 2020. During the second quarter of 2020, we repaid the $45.0 million in outstanding borrowings, and as of December 31, 2020 we had no floating rate debt outstanding under our Revolving Facility. During the third quarter of 2020, we used the proceeds from the closure of our $150.0 million New Term Loan Credit Agreement to pay off the $135.2 million outstanding balance on the Old Term Loan Credit Agreement. As of December 31, 2020, we had outstanding borrowings under our New Term Loan Credit Agreement totaling $138.8 million that bears interest at a floating rate, subject to a minimum interest rate. Based on any current borrowings under our Revolving Facility and the outstanding indebtedness under our New Term Loan Credit Agreement, a hypothetical 100 basis-point change in the floating interest rate would result in a corresponding change in interest expense over a one-year period of approximately $1.4 million. This sensitivity analysis does not account for the change in the competitive environment indirectly related to the change in interest rates and the potential managerial action taken in response to these changes.
Foreign Exchange Rates
We are subject to fluctuations in the British pound sterling and Mexican peso exchange rates that impact transactions with our foreign subsidiaries, as well as U.S. denominated transactions between these foreign subsidiaries and unrelated parties. A ten percent change in the British pound sterling or Mexican peso exchange rates would have an immaterial impact on our results of operations. We do not hold or issue derivative financial instruments for speculative purposes.
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ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Wabash National Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Wabash National Corporation (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with US generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
| Valuation of Goodwill | |||||
| Description of the Matter | At December 31, 2020, the Company’s goodwill was $199.6 million. As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at the reporting unit level at least annually or whenever events or changes in circumstances indicate its carrying value may not be recoverable. As a result of the Company not performing consistent with expectations during the first quarter of 2020, partially as a result of impacts to its business and operations due to the COVID-19 pandemic, the Company performed an interim quantitative impairment assessment as of March 31, 2020. The results of the analysis indicated the carrying value of the FMP and Tank Trailers reporting units exceeded their respective fair values and, accordingly, goodwill impairment charges of $95.8 million and $11.0 million, respectively, were recorded during the first quarter of 2020. There were no impairment charges resulting from the Company’s annual impairment tests. | ||||
Auditing management’s quantitative goodwill impairment tests was complex and highly judgmental due to the significant estimation required to determine the fair values of the reporting units. In particular, the fair value estimates were sensitive to significant assumptions, such as changes in the discount rate, EBITDA margin, and terminal growth rates, which are affected by expectations about future market or economic conditions. | |||||
49
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment testing process, including controls over management’s review of the significant data and assumptions described above. | ||||
To test the estimated fair values of the Company’s reporting units, we performed audit procedures that included, among others, assessing methodologies, testing the significant assumptions discussed above used to develop the prospective financial information and testing the underlying data used by the Company in its analysis. We compared the prospective financial information developed by management to the historical performance of each reporting unit as well as current industry and economic trends, and evaluated the expected impacts of the Company’s operating strategies and initiatives on the significant assumptions. In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. We involved our valuation specialists to assist in our evaluation of the methodologies used by the Company, the weighted average cost of capital assumptions and the calculations of each reporting unit’s fair value. | |||||
| /s/ ERNST & YOUNG LLP | |||||
| We have served as the Company’s auditor since 2002. | |||||
| Indianapolis, Indiana | |||||
| February 25, 2021 | |||||
50
WABASH NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Current portion of finance lease obligations | |||||||||||
| Accounts payable | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Finance lease obligations | |||||||||||
| Deferred income taxes | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
Treasury stock, at cost: | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these Consolidated Statements.
51
WABASH NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Net sales | $ | $ | $ | ||||||||||||||
| Cost of sales | |||||||||||||||||
| Gross profit | |||||||||||||||||
| General and administrative expenses | |||||||||||||||||
| Selling expenses | |||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||
| Acquisition expenses | |||||||||||||||||
| Impairment and other, net | |||||||||||||||||
| (Loss) income from operations | ( | ||||||||||||||||
| Other income (expense): | |||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Other, net | |||||||||||||||||
| Other expense, net | ( | ( | ( | ||||||||||||||
| (Loss) income before income tax | ( | ||||||||||||||||
| Income tax (benefit) expense | ( | ||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | |||||||||||||
| Net (loss) income per share: | |||||||||||||||||
| Basic | $ | ( | $ | $ | |||||||||||||
| Diluted | $ | ( | $ | $ | |||||||||||||
| Weighted average common shares outstanding (in thousands): | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
| Dividends declared per share | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these Consolidated Statements.
52
WABASH NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Dollars in thousands)
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Net (loss) income | $ | ( | $ | $ | |||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||
| Foreign currency translation adjustment and other | ( | ( | |||||||||||||||
| Unrealized gain (loss) on derivative instruments | ( | ( | |||||||||||||||
| Total other comprehensive income (loss) | ( | ( | |||||||||||||||
| Comprehensive (loss) income | $ | ( | $ | $ | |||||||||||||
The accompanying notes are an integral part of these Consolidated Statements.
53
WABASH NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Dollars in thousands)
| Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Losses | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2017 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net income for the year | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation and other | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
| Stock repurchase | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Equity component of convertible senior notes repurchase | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized loss on derivative instruments, net of tax | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock issued in connection with: | |||||||||||||||||||||||||||||||||||||||||
| Stock option exercises | |||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2018 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net income for the year | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
| Stock repurchase | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Common stock dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized loss on derivative instruments, net of tax | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock issued in connection with: | |||||||||||||||||||||||||||||||||||||||||
| Stock option exercises | |||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2019 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net loss for the year | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
| Stock repurchase | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Common stock dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Unrealized gain on derivative instruments, net of tax | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued in connection with: | |||||||||||||||||||||||||||||||||||||||||
| Stock option exercises | |||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2020 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Consolidated Statements.
54
WABASH NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | |||||||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Amortization of intangibles | |||||||||||||||||
| Net (gain) loss on sale of assets and business divestiture | ( | ( | ( | ||||||||||||||
| Loss on debt extinguishment | |||||||||||||||||
| Deferred income taxes | ( | ||||||||||||||||
| Stock-based compensation | |||||||||||||||||
| Non-cash interest expense | |||||||||||||||||
| Impairment | |||||||||||||||||
| Accounts receivable | ( | ||||||||||||||||
| Inventories | ( | ( | |||||||||||||||
| Prepaid expenses and other | ( | ( | |||||||||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||||||||
| Other, net | ( | ( | ( | ||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Capital expenditures | ( | ( | ( | ||||||||||||||
| Proceeds from sale of assets and business divestiture | |||||||||||||||||
| Other, net | |||||||||||||||||
| Net cash used in investing activities | ( | ( | ( | ||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Proceeds from exercise of stock options | |||||||||||||||||
| Dividends paid | ( | ( | ( | ||||||||||||||
| Borrowings under revolving credit facilities | |||||||||||||||||
| Payments under revolving credit facilities | ( | ( | ( | ||||||||||||||
| Principal payments under finance lease obligations | ( | ( | ( | ||||||||||||||
| Principal payments against senior notes | ( | ||||||||||||||||
| Borrowings under term loan credit facility, net of original issuance discount | |||||||||||||||||
| Principal payments under term loan credit facility | ( | ( | ( | ||||||||||||||
| Principal payments under industrial revenue bond | ( | ||||||||||||||||
| Debt issuance costs paid | ( | ( | ( | ||||||||||||||
| Convertible senior notes repurchase | ( | ||||||||||||||||
| Stock repurchases | ( | ( | ( | ||||||||||||||
| Net cash used in financing activities | ( | ( | ( | ||||||||||||||
| Cash, cash equivalents, and restricted cash: | |||||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ||||||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | |||||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | $ | ||||||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||||||||
| Cash paid for interest | $ | $ | $ | ||||||||||||||
| (Refunds received) cash paid for income taxes | $ | ( | $ | $ | |||||||||||||
The accompanying notes are an integral part of these Consolidated Statements.
55
WABASH NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE BUSINESS
Wabash National Corporation (the “Company”, “Wabash”, or “Wabash National”) was founded in 1985 in Lafayette, Indiana as a dry van trailer manufacturer. The Company designs and manufactures a diverse range of products, including dry freight and refrigerated trailers, platform trailers, bulk tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade and pharmaceutical equipment. This diversification has been achieved through acquisitions, organic growth, and product innovation. The Company’s innovative products are sold under the following brand names: Wabash National®, Benson®, Brenner® Tank, Bulk Tank International, DuraPlate®, Extract Technology®, Supreme®, Transcraft®, Walker Engineered Products, and Walker Transport.
2. 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 Selling and General and administrative expenses in the Consolidated Statements of Operations. The following table presents the changes in expected losses (in thousands):
| Years ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Balance at beginning of year | $ | $ | $ | ||||||||||||||
| Expected losses | |||||||||||||||||
| Write-offs, net of recoveries | ( | ( | ( | ||||||||||||||
| Balance at end of year | $ | $ | $ | ||||||||||||||
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, 2020 and 2019 consists of the following (in thousands):
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Chassis converter pool agreements | $ | $ | |||||||||
| Income tax receivables | |||||||||||
| Insurance premiums & maintenance agreements | |||||||||||
| Assets held for sale | |||||||||||
| All other | |||||||||||
| $ | $ | ||||||||||
56
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.
The Company exercised its unconditional option to bypass the qualitative assessment of goodwill for all of its reporting units and instead prepared a quantitative assessment to estimate the fair value of each reporting unit at the annual testing date of October 1, 2020 utilizing a combination of the income approach and the market approach, weighted equally. Based on the quantitative assessment performed, all of the Company’s reporting units exceeded their carrying values; as such, there was no goodwill impairment as a result of the 2020 annual goodwill impairment test.
As of December 31, 2019, goodwill allocated to the Company’s CTP, DPG, and FMP segments was approximately $2.6 million, $140.7 million, and $167.7 million, respectively. Within the DPG segment, goodwill was allocated between the Tank Trailers and Process Systems reporting units in the amount of $98.4 million and $42.3 million, respectively.
The Company did not perform in-line with expectations during the first quarter of 2020, partially as a result of impacts to our business and operations due to the COVID-19 pandemic. In addition, subsequent to December 31, 2019, the Company’s share price and market capitalization declined. As a result, indicators of impairment were identified and the Company performed an interim quantitative assessment as of March 31, 2020, utilizing a combination of the income and market approaches, which were weighted evenly. The results of the quantitative analysis indicated the carrying value of the FMP and Tank Trailers reporting units exceeded their respective fair values and, accordingly, goodwill impairment charges of $95.8 million and $11.0 million, respectively, were recorded during the first quarter of 2020. The goodwill impairment charges, which are based on Level 3 fair value measurements, are included in Impairment and other, net in the Consolidated Statements of Operations.
In the third quarter of 2018, the Aviation and Truck Equipment (“AVTE”) reporting unit within the Diversified Products reportable segment did not perform in-line with forecasted results driven by unfavorable market conditions that the Company believed would continue to impact the reporting unit for the foreseeable future. As a result, an indicator of impairment was identified, and the Company performed an interim quantitative assessment as of September 30, 2018, utilizing a combination of the income and market approaches. The results of the quantitative analysis indicated the carrying value of the reporting unit exceeded the fair value of the reporting unit and, accordingly, a goodwill impairment of $4.9 million was recorded.
As further described in Note 20, during the fourth quarter of 2020 the Company sold its Beall® brand of tank trailers and associated assets. Prior to the divestiture Beall® was an operating unit within the Tank Trailers reporting unit. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $4.7 million of goodwill based upon the relative fair value of the Beall® operating unit compared to the Tank Trailers reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting loss recognized in connection with the sale. Subsequent to the divestiture, the Company performed an impairment assessment for the Tank Trailers reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value.
57
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.
Net intangible assets of approximately $1.1 million were written-off during the fourth quarter of 2020 in connection with the Beall® divestiture. In the third quarter of 2018, due to the impairment indicators noted above related to the AVTE reporting unit with the Diversified Products reportable segment, the Company performed an interim impairment assessment of the long-lived assets of the AVTE reporting unit, including intangible assets and property, plant and equipment. Based on the results of our analysis it was determined that the carrying values of the trade names and property, plant and equipment of the AVTE reporting unit exceeded their fair values and, accordingly, an asset impairment charge totaling $7.1 million was recorded.
AVTE Impairment. On January 22, 2019 the Company announced the divestiture of the AVTE business. In the fourth quarter of 2018, with the financial framework of the agreement to sell the AVTE business largely agreed to with the buyers, the Company evaluated the remaining assets of AVTE for impairment based on the economics of the, then proposed, transaction. As a result of the Company’s impairment analysis, an impairment of $13.0 million was recorded to fully impair all current assets of the AVTE business.
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 to seven years . As of December 31, 2020 and 2019, the Company had software costs, net of amortization, of $6.1 million and $7.2 million, respectively. Amortization expense for 2020, 2019, and 2018 was $2.0 million, $1.7 million, and $1.5 million, respectively.
Warranties. The Company offers a limited warranty for its products with a coverage period that ranges between 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):
| 2020 | 2019 | ||||||||||
| Balance as of January 1 | $ | $ | |||||||||
| Provision for warranties issued in current year | |||||||||||
| Net adjustment to warranty accrual | ( | ( | |||||||||
| Payments | ( | ( | |||||||||
| Balance as of December 31 | $ | $ | |||||||||
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):
| 2020 | 2019 | ||||||||||
| Balance as of January 1 | $ | $ | |||||||||
| Expense | |||||||||||
| Payments | ( | ( | |||||||||
| Balance as of December 31 | $ | $ | |||||||||
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.
58
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. As of December 31, 2020, the Company had no outstanding trade commitments and $3.5 million outstanding trade commitments as of December 31, 2019. 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 $21.9 million, $19.5 million, and $8.8 million in 2020, 2019 and 2018, respectively.
3. NEW ACCOUNTING PRONOUNCEMENTS
4. REVENUE RECOGNITION
The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales and the associated costs included in Cost of sales in the Consolidated Statements of Operations. For shipping and handling costs that take place after the transfer of control, the Company is applying the practical expedient and treating it as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense. For performance obligations satisfied over time, which include certain equipment-related sales within our Diversified Products reportable segment that have no alternative use and contain an enforceable right to payment, as well as service work whereby the customer simultaneously receives and consumes the benefits provided, the Company recognizes revenue on the basis of the Company’s efforts or inputs to the satisfaction of these performance obligations, measured by actual total cost incurred to the total estimated costs for each project. Total revenue recognized over time was not material to the consolidated financial statements for all periods presented.
The Company has identified three separate and distinct performance obligations: (1) the sale of a trailer or equipment, (2) the sale of replacement parts, and (3) service work. For trailer, truck body, equipment, and replacement part sales, control is transferred and revenue is recognized from the sale upon shipment to or pick up by the customer in accordance with the contract terms. The Company does not have any material extended payment terms as payment is received shortly after the point of sale. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company does have customers who pay for the product prior to the transfer of control which is recorded as customer deposits in Other accrued liabilities as shown in Note 8. Customer deposits are recognized as revenue when the Company performs its obligations under the contract and transfers control of the product.
5. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill.
During the fourth quarters of 2020, 2019, and 2018, the Company completed its goodwill impairment test using the quantitative assessment. Except for the impairment charges during the first quarter of 2020 and third quarter of 2018 discussed below, based on all assessments performed in each of the last three years 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.
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As of December 31, 2019, goodwill allocated to the Company’s CTP, DPG, and FMP segments was approximately $2.6 million, $140.7 million, and $167.7 million, respectively. Within the DPG segment, goodwill was allocated between the Tank Trailers and Process Systems reporting units in the amount of $98.4 million and $42.3 million, respectively.
The Company did not perform in-line with expectations during the first quarter of 2020, partially as a result of impacts to our business and operations due to the COVID-19 pandemic. In addition, subsequent to December 31, 2019, the Company’s share price and market capitalization declined. As a result, indicators of impairment were identified and the Company performed an interim quantitative assessment as of March 31, 2020, utilizing a combination of the income and market approaches, which were weighted evenly. The results of the quantitative analysis indicated the carrying value of the FMP and Tank Trailers reporting units exceeded their respective fair values and, accordingly, goodwill impairment charges of $95.8 million and $11.0 million, respectively, were recorded during the first quarter of 2020. The goodwill impairment charges, which are based on Level 3 fair value measurements, are included in Impairment and other, net in the Consolidated Statements of Operations.
During the third quarter of 2018, the Company performed an interim impairment analysis after identifying indicators of impairment based on the results of the AVTE reporting unit. Based on this assessment, it was determined that all of the goodwill allocated to the AVTE reporting unit was impaired resulting in an impairment charge for the Diversified Products reporting segment of $4.9 million.
As further described in Note 20, during the fourth quarter of 2020 the Company sold its Beall® brand of tank trailers and associated assets. Prior to the divestiture Beall® was an operating unit within the Tank Trailers reporting unit. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $4.7 million of goodwill based upon the relative fair value of the Beall® operating unit compared to the Tank Trailers reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting loss recognized in connection with the sale. Subsequent to the divestiture, the Company performed an impairment assessment for the Tank Trailers reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value.
For the years ended December 31, 2020, 2019, and 2018, the changes in the carrying amounts of goodwill were as follows (in thousands):
| Commercial Trailer Products | Diversified Products | Final Mile Products | Total | ||||||||||||||||||||
| Balance at December 31, 2018 | |||||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated impairment losses | ( | ( | ( | ||||||||||||||||||||
| Net balance at December 31, 2018 | |||||||||||||||||||||||
| Impact of divestiture on goodwill | ( | ( | |||||||||||||||||||||
| Impact of divestiture on accumulated impairment losses | |||||||||||||||||||||||
| Effects of foreign currency | ( | ( | |||||||||||||||||||||
| Balance at December 31, 2019 | |||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||
| Accumulated impairment losses | ( | ( | |||||||||||||||||||||
| Net balance as of December 31, 2019 | |||||||||||||||||||||||
| Goodwill impairments | ( | ( | ( | ||||||||||||||||||||
Impact of divestiture on goodwill | ( | ( | |||||||||||||||||||||
| Effects of foreign currency | ( | ( | |||||||||||||||||||||
| Balance as of December 31, 2020 | |||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||
| Accumulated impairment losses | ( | ( | ( | ( | |||||||||||||||||||
| Net balance as of December 31, 2020 | $ | $ | $ | $ | |||||||||||||||||||
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Intangible Assets.
As of December 31, 2020, the balances of intangible assets, other than goodwill, were as follows (in thousands):
| Weighted Average Amortization Period | Gross Intangible Assets | Accumulated Amortization | Net Intangible Assets | ||||||||||||||||||||
| Tradenames and trademarks | $ | $ | ( | $ | |||||||||||||||||||
| Customer relationships | ( | ||||||||||||||||||||||
| Technology | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||||||||
As of December 31, 2019, the balances of intangible assets, other than goodwill, were as follows (in thousands):
| Weighted Average Amortization Period | Gross Intangible Assets | Accumulated Amortization | Net Intangible Assets | ||||||||||||||||||||
| Tradenames and trademarks | $ | $ | ( | $ | |||||||||||||||||||
| Customer relationships | ( | ||||||||||||||||||||||
| Technology | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||||||||
Intangible asset amortization expense was $22.0 million, $20.5 million, and $19.5 million for 2020, 2019, and 2018, respectively. Annual intangible asset amortization expense for the next 5 fiscal years is estimated to be $23.0 million in 2021; $17.9 million in 2022; $15.3 million in 2023; $15.1 million in 2024; and $14.0 million in 2025. Net intangible assets of approximately $1.1 million were written-off during the fourth quarter of 2020 in connection with the Beall® divestiture.
6. INVENTORIES
Inventories, net of reserves, consist of the following (in thousands):
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Raw materials and components | $ | $ | |||||||||
| Finished goods | |||||||||||
| Work in progress | |||||||||||
| Used trailers | |||||||||||
| Aftermarket parts | |||||||||||
| $ | $ | ||||||||||
7. PROPERTY, PLANT, AND EQUIPMENT
Depreciation expense, which is recorded in Cost of sales and General and administrative expenses in the Consolidated Statements of Operations, as appropriate, on property, plant and equipment was $24.0 million, $20.2 million, and $19.7 million in 2020, 2019, and 2018, respectively, and includes depreciation of assets recorded in connection with the Company’s finance lease agreements. As of December 31, 2020 and 2019, the assets related to the Company’s finance lease agreements are recorded within Property, plant and equipment, net in the Consolidated Balance Sheets in the amount of $2.8 million and $2.9 million, respectively, net of accumulated depreciation of $1.8 million and $1.7 million, respectively.
See Note 20 for information related to property, plant, and equipment sales during 2020.
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Property, plant and equipment, net consist of the following (in thousands):
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Land | $ | $ | |||||||||
| Buildings and building improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Construction in progress | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| $ | $ | ||||||||||
8. OTHER ACCRUED LIABILITIES
The following table presents the major components of Other accrued liabilities (in thousands):
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Customer deposits | $ | $ | |||||||||
| Chassis converter pool agreements | |||||||||||
| Warranty | |||||||||||
| Payroll and related taxes | |||||||||||
| Self-insurance | |||||||||||
| Accrued interest | |||||||||||
| Operating lease obligations | |||||||||||
| Accrued taxes | |||||||||||
| All other | |||||||||||
| $ | $ | ||||||||||
9. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
| December 31, 2020 | December 31, 2019 | ||||||||||
| Senior Notes due 2025 | $ | $ | |||||||||
| New Term Loan Credit Agreement | |||||||||||
| Less: unamortized discount and fees | ( | ( | |||||||||
| Less: current portion | |||||||||||
| $ | $ | ||||||||||
Senior Notes
On September 26, 2017, the Company issued Senior Notes due 2025 (the “Senior Notes”) in an offering pursuant to Rule 144A or Regulation S under the Securities Act of 1933, as amended, with an aggregate principal amount of $325 million. The Senior Notes bear interest at the rate of 5.50 % per annum from the date of issuance, and pay interest semi-annually in cash on April 1 and October 1 of each year. The Company used the net proceeds of $318.9 million from the sale of the Senior Notes to finance a portion of the acquisition of Supreme and to pay related fees and expenses.
The Senior Notes will mature on October 1, 2025. At any time prior to October 1, 2020, the Company could have redeemed 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 for the Senior Notes and accrued and unpaid interest to, but not including, the redemption date. Prior to October 1, 2020, the Company could have redeemed up to
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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 and the guarantors’ general unsecured senior obligations and are subordinate 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 subordinate 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.
The indenture for the Senior Notes 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 Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no event of default has occurred or is continuing, many of such covenants will be suspended and the Company and its subsidiaries will not be subject to such covenants during such period.
The indenture for the Senior Notes 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, 2020, the Company was in compliance with all covenants.
Contractual coupon interest expense and accretion of discount and fees for the Senior Notes for the years ended December 31, 2020, 2019 and 2018, was $18.6 million, $18.5 million and $18.5 million, respectively and is included in Interest expense on the Company’s Consolidated Statements of Operations.
During the third quarter of 2020, the Company repaid $10.0 million of the Senior Notes utilizing net proceeds from the closure of the new term loan credit agreement, which is described in more detail below.
Revolving Credit Agreement
On December 21, 2018, the Company entered into the Second Amended and Restated Credit Agreement (the “Revolving Credit Agreement”), among the Company, certain of its subsidiaries as borrowers (together with the Company, the “Borrowers”), the lenders from time to time party thereto, Wells Fargo Capital Finance, LLC, as the administrative agent, joint lead arranger and joint bookrunner (the “Revolver Agent”), and Citizens Business Capital, a division of Citizens Asset Finance, Inc., as syndication agent, joint lead arranger and joint bookrunner, which amended and restated the Company’s existing amended and restated revolving credit agreement, dated as of May 8, 2012.
On September 28, 2020, the Company entered into the First Amendment to Second Amended and Restated Credit Agreement (together with the Second Amended and Restated Credit Agreement, the “Revolving Credit Agreement” or “Revolving Facility”) among the Company, certain of its subsidiaries party thereto, the lenders party thereto, and the Revolver Agent. The Amendment primarily made conforming changes to the provisions in the Revolving Credit Agreement to reflect modifications made under the new term loan credit agreement, which is described in more detail below.
The Revolving Credit Agreement is guaranteed by certain subsidiaries of the Company (the “Revolver Guarantors”) and is secured by (i) first priority security interests (subject only to customary permitted liens and certain other permitted liens) in substantially all personal property of the Borrowers and the Revolver Guarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash or other assets in such accounts and, to the extent evidencing or otherwise related to such property, all general intangibles, licenses, intercompany debt, letter of credit rights, commercial tort claims, chattel paper, instruments, supporting obligations, documents and payment intangibles (collectively, the “Revolver Priority Collateral”), and (ii) second-priority liens on and security interests in (subject only to the liens securing the Term Loan Credit
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Agreement (as defined below), customary permitted liens and certain other permitted liens) (A) equity interests of each direct subsidiary held by the Borrowers and each Revolver Guarantor (subject to customary limitations in the case of the equity of foreign subsidiaries), and (B) substantially all other tangible and intangible assets of the Borrowers and the Revolver Guarantors including equipment, general intangibles, intercompany notes, insurance policies, investment property and intellectual property (in each case, except to the extent constituting Revolver Priority Collateral), but excluding real property (collectively, including certain material owned real property that does not constitute collateral under the Revolving Credit Agreement, the “Term Priority Collateral”). The respective priorities of the security interests securing the Revolving Credit Agreement and the Term Loan Credit Agreement are governed by an Intercreditor Agreement, dated as of May 8, 2012, between the Revolver Agent and the Term Agent (as defined below), as amended (the “Intercreditor Agreement”). The Revolving Credit Agreement has a scheduled maturity date of December 21, 2023, subject to certain springing maturity events.
Under the Revolving Credit Agreement, the lenders agree to make available to the Company a $175 million revolving credit facility. The Company has the option to increase the total commitment under the facility to up to $275 million, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the Revolving Credit Agreement, to provide such increased amounts. Availability under the Revolving Credit Agreement will be based upon quarterly (or more frequent under certain circumstances) borrowing base certifications of the Borrowers’ eligible inventory and eligible accounts receivable, and will be 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 an amount not in excess of $15 million, and allows for swingline loans in an amount not in excess of $17.5 million. Outstanding borrowings under the Revolving Credit agreement will bear interest at an annual rate, at the Borrowers’ election, equal to (i) LIBOR 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 loan facility. 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 Revolver Agent and the lenders.
The Revolving Credit Agreement contains customary covenants limiting the ability of the Company and certain of its affiliates 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 10 % of the total revolving commitment.
If availability under the Revolving Credit Agreement is less than 15 % of the total revolving commitment or if there exists an event of default, amounts in any of the Borrowers’ and the Revolver Guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Revolver Agent and applied to reduce the outstanding amounts under the facility.
Subject to the terms of the Intercreditor Agreement, if the covenants under the Revolving Credit Agreement are breached, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customary events of default in the Revolving Credit Agreement include, without limitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain other indebtedness, and the incurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 30 days.
In connection with the Second Amended and Restated Credit Agreement, the Company recognized a loss on debt extinguishment of $0.1 million during 2018, which is included in Other, net on the Company’s Consolidated Statements of Operations. The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $384.0 million as of December 31, 2020 and $308.1 million as of December 31, 2019.
During the three-month period ended March 31, 2020, the Company drew $45.0 45.0 million in outstanding borrowings, and for the remainder of 2020 and as of December 31, 2020 and 2019 there were no
Interest expense under the Revolving Credit Agreement for the year ended December 31, 2020, was approximately $0.2 million. There was no
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New and Old Term Loan Credit Agreements
On September 28, 2020, the Company entered into a Term Loan Credit Agreement (the “New Term Loan Credit Agreement”) among the Company, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as the administrative agent (the “Term Agent”), providing for a senior secured term loan facility of $150.0 million that was advanced at closing. The New Term Loan Credit Agreement refinanced and replaced that certain Term Loan Credit Agreement, dated as of May 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Old Term Loan Credit Agreement”), among the Company, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent.
The New Term Loan Credit Agreement is guaranteed by certain subsidiaries of the Company (the “Term Loan Guarantors”) and is secured by (i) second priority security interests (subject only to the liens securing the Revolving Credit Agreement, customary permitted liens, and certain other permitted liens) in substantially all personal property of the Company and the Term Loan Guarantors, consisting of accounts receivable, inventory, cash, deposit and securities accounts and any cash or other assets in such accounts and, to the extent evidencing or otherwise related to such property, all general intangibles, licenses, intercompany debt, letter of credit rights, commercial tort claims, chattel paper, instruments, supporting obligations, documents and payment intangibles, and (ii) first priority security interests (subject only to customary permitted liens and certain other permitted liens) in (A) subject to certain limitations, equity interests of each direct subsidiary held by the Company and each Term Loan Guarantor, and (B) substantially all other tangible and intangible assets of the Company and the Term Loan Guarantors, including equipment, general intangibles, intercompany notes, investment property and intellectual property, but excluding real property. The respective priorities of the security interests securing the New Term Loan Credit Agreement and the Revolving Credit Agreement are governed by an Intercreditor Agreement, dated as of September 28, 2020, between the Term Agent and the Revolver Agent (the “Intercreditor Agreement”). The New Term Loan Credit Agreement has a scheduled maturity date of September 28, 2027. The loans under the New Term Loan Credit Agreement amortize in quarterly installments equal to 0.25 % of the original principal amount of the term loans issued thereunder, with the balance payable at maturity.
Outstanding borrowings under the New Term Loan Credit Agreement bear interest at a rate, at the Company’s election, equal to (i) LIBOR (subject to a floor of 0.75 % per annum) plus a margin of 3.25 % per annum or (ii) a base rate plus a margin of 2.25 % per annum.
The New Term Loan Credit Agreement contains customary covenants limiting the ability of the Company and its subsidiaries to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, pay off subordinated indebtedness, make investments and dispose of assets. As of December 31, 2020, the Company was in compliance with all covenants.
Subject to the terms of the Intercreditor Agreement, if the covenants under the New Term Loan Credit Agreement are breached, the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral. Other customary events of default in the New Term Loan Credit Agreement include, without limitation, failure to pay obligations when due, initiation of insolvency proceedings, defaults on certain other indebtedness, and the incurrence of certain judgments that are not stayed, satisfied, bonded or discharged within 60 days.
The Company used the net proceeds of $148.5 million from the New Term Loan Credit Agreement to pay off the outstanding principal under the Old Term Loan Credit Agreement of $135.2 million, repay a portion of its outstanding Senior Notes, and pay related fees and expenses. In connection with the pay off of the Old Term Loan Credit Agreement (specifically for those lenders that did not participate in the New Term Loan Credit Agreement) and partial repayment of the outstanding Senior Notes, the Company recognized a loss on debt extinguishment totaling approximately $0.2 million, which is included in Other, net in the Consolidated Statements of Operations.
As further described in Note 20, during the fourth quarter of 2020 the Company sold its Beall® brand of tank trailers and associated assets. The net proceeds of approximately $11.2 million from the sale were used to pay down outstanding principal under the New Term Loan Credit Agreement. In connection with the pay down the Company recognized a loss on debt extinguishment totaling approximately $0.2 million. The Company’s required quarterly principal payments through maturity under the New Term Load Credit Agreement were satisfied in full with this prepayment.
For the years ended December 31, 2020, 2019, and 2018, under the New and Old Term Loan Credit Agreements the Company paid interest of $4.8 million, $7.8 million, and $8.0 million, respectively. For the years ended December 31, 2019 and 2018 the Company paid principal of $50.5 million, and $1.9 million, respectively. During 2020, 2019, and 2018, the Company recognized losses on debt extinguishment totaling approximately $0.4 million, $0.2 million, and $0.3 million, respectively, in connection with the New Term Loan Credit Agreement activity described above and prepayment of principal. The losses on debt extinguishment are included in Other, net on the Company’s Consolidated Statements of Operations. As of December 31, 2020 and December 31, 2019, the Company had $138.8 million and $135.2 million outstanding under the New and Old Term Loan Credit Agreements, respectively, of which none
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For the years ended December 31, 2020, 2019, and 2018, the Company incurred charges of $0.2
Convertible Senior Notes
In April 2012, the Company issued Convertible Senior Notes due 2018 (the “Convertible Notes”) with an aggregate principal amount of $150 million in a public offering. The Convertible Notes bear interest at a rate of 3.375 % per annum from the date of issuance, payable semi-annually on May 1 and November 1, and matured on May 1, 2018. The Convertible Notes were senior unsecured obligations of the Company ranking equally with its existing and future senior unsecured debt. The Company used the net proceeds of $145.1 million from the sale of the Convertible Notes to fund a portion of the purchase price of the acquisition of Walker Group Holdings (“Walker”) in May 2012. The Company accounted separately for the liability and equity components of the Convertible Notes in accordance with authoritative guidance for convertible debt instruments that may be settled in cash upon conversion.
During 2018, the Company used $80.2 million in cash, excluding interest, to settle $44.6 million in principal of the Convertible Notes of which none were converted to common shares. The excess of the cash settlement amount over the principal value of the Convertible Notes was accounted for as a reacquisition of equity, resulting in a $35.5 million reduction to additional paid-in capital during 2018. For the year ended December 31, 2018, we recognized a loss on debt extinguishment of $0.2 million related to settlements and the retirement of the Convertible Notes, which is included in Other, net on the Company’s Consolidated Statements of Operations.
Contractual coupon interest expense and accretion of discount and fees on the liability component for the Convertible Notes for the years ended December 31, 2020, 2019, and 2018 included in Interest expense on the Company’s Consolidated Statements of Operations were as follows (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Contractual coupon interest expense | $ | $ | $ | ||||||||||||||
| Accretion of discount and fees on the liability component | $ | $ | $ | ||||||||||||||
10. FINANCIAL DERIVATIVE INSTRUMENTS
Commodity Pricing Risk
As of December 31, 2020, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $86.9 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 through January 2022. The change in fair value 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, 2020 and 2019, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):
| Asset / (Liability) Derivatives | ||||||||||||||||||||
| Balance Sheet Caption | December 31, 2020 | December 31, 2019 | ||||||||||||||||||
| Derivatives designated as hedging instruments | ||||||||||||||||||||
| Commodity swap contracts | Prepaid expenses and other | $ | $ | |||||||||||||||||
| Commodity swap contracts | Accounts payable and Other accrued liabilities | ( | ( | |||||||||||||||||
| Total derivatives designated as hedging instruments | $ | $ | ( | |||||||||||||||||
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The following table summarizes the gain or loss recognized in AOCI as of December 31, 2020 and 2019 and the amounts reclassified from AOCI into earnings for the years ended December 31, 2020, 2019, and 2018 (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, 2020 | December 31, 2019 | 2020 | 2019 | 2018 | ||||||||||||||||||||||||||||||||||
| Derivatives instruments | ||||||||||||||||||||||||||||||||||||||
| Commodity swap contracts | $ | $ | ( | Cost of sales | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||
Over the next 12 months, the Company expects to reclassify approximately $12.8 million of pretax deferred gains related to the commodity swap contracts from AOCI to cost of sales as inventory purchases are settled.
11. LEASES
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 these leases on a straight-line basis over the lease term. The Company has no significant lease agreements in place for which the Company is a lessor. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration.
The Company leases certain industrial spaces, office space, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally 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, 2020 were approximately $2.2 million. As of December 31, 2020 obligations related to leases that the Company has executed but have not yet commenced totaled approximately $1.7 million on a non-discounted basis, which the Company generally expects to be recognized over the next 10 years.
Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):
| Classification | December 31, 2020 | December 31, 2019 | ||||||||||||||||||
| Right-of-Use Assets | ||||||||||||||||||||
| Operating | Other assets | $ | $ | |||||||||||||||||
| Finance | Property, plant and equipment, net | |||||||||||||||||||
| Total leased ROU assets | $ | $ | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Current | ||||||||||||||||||||
| Operating | Other accrued liabilities | $ | $ | |||||||||||||||||
| Finance | Current portion of finance lease obligations | |||||||||||||||||||
| Noncurrent | ||||||||||||||||||||
| Operating | ||||||||||||||||||||
| Finance | Finance lease obligations | |||||||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||||||||
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Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):
| Classification | Twelve Months Ended December 31, 2020 | Twelve Months Ended December 31, 2019 | ||||||||||||||||||
| Operating lease cost | Cost of sales, selling expenses and general and administrative expense | $ | $ | |||||||||||||||||
| Finance lease cost | ||||||||||||||||||||
| Amortization of ROU leased assets | Depreciation and amortization within Cost of sales | |||||||||||||||||||
| Interest on lease liabilities | Interest expense | |||||||||||||||||||
| Net lease cost | $ | $ | ||||||||||||||||||
Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):
| Operating Leases | Finance Leases | Total | ||||||||||||||||||
| 2021 | $ | $ | $ | |||||||||||||||||
| 2022 | ||||||||||||||||||||
| 2023 | ||||||||||||||||||||
| 2024 | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total lease payments | $ | $ | $ | |||||||||||||||||
| Less: interest | ||||||||||||||||||||
| Present value of lease payments | $ | $ | ||||||||||||||||||
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, 2020 | December 31, 2019 | |||||||||||||
| Weighted average remaining lease term (years) | ||||||||||||||
| Operating leases | ||||||||||||||
| Finance leases | ||||||||||||||
| Weighted average discount rate | ||||||||||||||
| Operating leases | % | % | ||||||||||||
| Finance leases | % | % | ||||||||||||
Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):
| Twelve Months Ended December 31, 2020 | Twelve Months Ended December 31, 2019 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||
| Operating cash flows from finance leases | $ | $ | ||||||||||||
| Financing cash flows from finance leases | $ | $ | ||||||||||||
12. FAIR VALUE MEASUREMENTS
The Company’s fair value measurements are based upon a three-level valuation hierarchy. These valuation techniques are based upon the transparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:
▪Level 1 — Valuation is based on quoted prices for identical assets or liabilities in active markets;
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▪Level 2 — Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument; and
▪Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
Recurring Fair Value Measurements
The Company maintains a non-qualified deferred compensation plan which is offered to senior management and other key employees. The amount owed to participants is an unfunded and unsecured general obligation of the Company. Participants are offered various investment options with which to invest the amount owed to them, and the plan administrator maintains a record of the liability owed to participants by investment. To minimize the impact of the change in market value of this liability, the Company has elected to purchase a separate portfolio of investments through the plan administrator similar to those chosen by the participant.
The investments purchased by the Company include mutual funds, which are classified as Level 1, and life-insurance contracts valued based on the performance of underlying mutual funds, which are classified as Level 2. Additionally, upon the Company’s acquisition of Supreme, the Company acquired 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, 2020 are shown below (in thousands):
| Frequency | Asset / (Liability) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||||||||
| December 31, 2020 | ||||||||||||||||||||||||||||||||
| Commodity swap contracts | Recurring | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Mutual funds | Recurring | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Life-insurance contracts | Recurring | $ | $ | $ | $ | |||||||||||||||||||||||||||
| December 31, 2019 | ||||||||||||||||||||||||||||||||
| Commodity swap contracts | Recurring | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||
| Mutual funds | Recurring | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Life-insurance contracts | Recurring | $ | $ | $ | $ | |||||||||||||||||||||||||||
Estimated Fair Value of Debt
The estimated fair value of debt at December 31, 2020 consists primarily of the Senior Notes due 2025 and borrowings under the New Term Loan Credit Agreement (see Note 9). The fair value of the Senior Notes due 2025, New Term Loan Credit Agreement, and Old Term Loan Credit Agreement are based upon third party pricing sources, which generally do not represent daily market activity or represent data obtained from an exchange, and are classified as Level 2. The interest rates on the Company’s borrowings under the Revolving Credit Facility are adjusted regularly to reflect current market rates and thus carrying value approximates fair value for any borrowings. All other debt approximates their fair value as determined by discounted cash flows and are classified as Level 3.
The Company’s carrying and estimated fair value of debt at December 31, 2020 and December 31, 2019 were as follows (in thousands):
| December 31, 2020 | December 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value | Fair Value | ||||||||||||||||||||||||||||||||||||||||||||||
| Carrying Value | Level 1 | Level 2 | Level 3 | Carrying Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||||||||||
| Instrument | |||||||||||||||||||||||||||||||||||||||||||||||
| Senior Notes due 2025 | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| New (2020) & Old (2019) Term Loan Credit Agreements | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
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13. COMMITMENTS AND CONTINGENCIES
a. Litigation
As of December 31, 2020, the Company was named as a defendant or was otherwise involved in numerous legal proceedings and governmental examinations, in connection with the conduct of its business activities, in various jurisdictions, both in the United States and internationally. On the basis of information currently available to it, management does not believe that existing proceedings and investigations will have a material impact on our consolidated financial condition or liquidity if determined in a manner adverse to the Company. 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.
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 (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to the Company’s financial conditions and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of operations.
On November 13, 2019, the Company received a notice that it was considered one of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). The Company has never owned or operated the Site, but the Site is near certain of the Company’s owned properties. The Company has agreed to implement a limited work plan to further investigate the source of the contamination at the Site and have 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. IDEM issued to the PRPs a request for a Further Site Investigation (“FSI”) work plan, and with IDEM’s permission the Company submitted a Work Plan Addendum on December 17, 2020 for limited additional groundwater sampling work in lieu of a full FSI work plan. IDEM approved the Work Plan Addendum, and the additional work will be conducted in the first quarter of 2021. As of December 31, 2020, 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, 2020, the Company had reserved estimated remediation costs of $0.1 million 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, 2020, the Company had standby letters of credit totaling $6.8 million issued in connection with workers compensation claims and surety bonds.
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d. Purchase Commitments
The Company has $86.9 million in purchase commitments at December 2020 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, through Supreme, obtains most 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, 2020 the Company’s outstanding chassis converter pool with the manufacturer totaled $17.8 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 through its Supreme subsidiary are handled as consigned inventory belonging to the manufacturer and totaled approximately $2.6 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.
14. 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 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 for the year ended December 31, 2020, no securities had a dilutive impact.
| Year Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Basic net (loss) income per share: | |||||||||||||||||
| Net (loss) income applicable to common stockholders | $ | ( | $ | $ | |||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||
| Basic net (loss) income per share | $ | ( | $ | $ | |||||||||||||
| Diluted net (loss) income per share: | |||||||||||||||||
| Net (loss) income applicable to common stockholders | $ | ( | $ | $ | |||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||
| Dilutive shares from assumed conversion of convertible senior notes | |||||||||||||||||
| Dilutive stock options and restricted stock | |||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||
| Diluted net (loss) income per share | $ | ( | $ | $ | |||||||||||||
As noted above, due to the net loss applicable to common stockholders for the year ended December 31, 2020, no securities had a dilutive impact. For the years ended December 31, 2019 and 2018, there were no
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15. 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 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. Total stock-based compensation expense was $4.5 million, $9.0 million, and $10.2 million in the years ended December 31, 2020, 2019 and 2018, 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 costs related to nonvested stock options and restricted stock not yet recognized was approximately $10.9 million at December 31, 2020, for which the weighted average remaining life was 1.8 years.
Restricted Stock
Restricted stock awards vest over a period of 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 2020 is as follows:
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Restricted Stock Outstanding at December 31, 2019 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Restricted Stock Outstanding at December 31, 2020 | $ | ||||||||||
During 2020, 2019, and 2018, the Company granted 1,010,802 , 853,994 and 593,705 shares of restricted stock, respectively, with aggregate fair values on the date of grant of $12.6 million, $13.0 million, and $14.6 million, respectively. The total fair value of restricted stock that vested during 2020, 2019, and 2018 was $3.7 million, $7.4 million and $15.0 million, respectively.
Stock Options
Stock options are awarded with an exercise price equal to the market price of the underlying stock on the date of grant, become fully exercisable three years after the date of grant and expire ten years after the date of grant. No stock options have been granted by the Company since February 2015.
A summary of all stock option activity during 2020 is as follows:
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value ($ in millions) | ||||||||||||||||||||
| Options Outstanding at December 31, 2019 | $ | $ | |||||||||||||||||||||
| Exercised | ( | $ | $ | ||||||||||||||||||||
| Forfeited | $ | ||||||||||||||||||||||
| Expired | ( | $ | |||||||||||||||||||||
| Options Outstanding at December 31, 2020 | $ | $ | |||||||||||||||||||||
| Options Exercisable at December 31, 2020 | $ | $ | |||||||||||||||||||||
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16. STOCKHOLDERS’ EQUITY
Share Repurchase Program
In November 2018, the Company announced that the Board of Directors approved the repurchase of an additional $100 million in shares of common stock over a three-year period. This authorization was an increase to the previous $100 51.4 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 (Loss) Income
Changes in AOCI by component, net of tax, for the years ended December 31, 2020, 2019, and 2018 are summarized as follows (in thousands):
| Foreign Currency Translation and Other | Derivative Instruments | Total | ||||||||||||||||||
| Balances at December 31, 2017 | $ | ( | $ | $ | ( | |||||||||||||||
Net unrealized gains (losses) arising during the period(a) | ( | ( | ( | |||||||||||||||||
Less: Net realized gains (losses) reclassified to net income(b) | ||||||||||||||||||||
| Net change during the period | ( | ( | ( | |||||||||||||||||
| Balances at December 31, 2018 | ( | ( | ( | |||||||||||||||||
Net unrealized gains (losses) arising during the period(c) | ( | ( | ||||||||||||||||||
Less: Net realized gains (losses) reclassified to net income(d) | ( | ( | ||||||||||||||||||
| Net change during the period | ( | ( | ||||||||||||||||||
| Balances at December 31, 2019 | ( | ( | ( | |||||||||||||||||
Net unrealized gains (losses) arising during the period(e) | ( | |||||||||||||||||||
Less: Net realized gains (losses) reclassified to net loss(f) | ( | ( | ||||||||||||||||||
| Net change during the period | ( | |||||||||||||||||||
| Balances at December 31, 2020 | $ | ( | $ | $ | ||||||||||||||||
—————————
(a) Derivative instruments net of $230 thousand of tax benefit for the year ended December 31, 2018.
(b) Derivative instruments net of $37 thousand of tax expense for the year ended December 31, 2018.
(c) Derivative instruments net of $1,031 thousand of tax benefit for the year ended December 31, 2019.
(d) Derivative instruments net of $585 thousand of tax benefit for the year ended December 31, 2019.
(e) Derivative instruments net of $2,058 thousand of tax expense for the year ended December 31, 2020.
(f) Derivative instruments net of $1,962 thousand of tax benefit for the year ended December 31, 2020.
17. EMPLOYEE SAVINGS PLANS
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18. INCOME TAXES
(Loss) Income Before Income Taxes
The consolidated (loss) income before income taxes for 2020, 2019, and 2018 consists of the following (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Domestic | $ | ( | $ | $ | |||||||||||||
| Foreign | |||||||||||||||||
| Total (loss) income before income taxes | $ | ( | $ | $ | |||||||||||||
Income Tax (Benefit) Expense
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted and signed into law in response to the COVID-19 global pandemic. Certain provisions of the CARES Act had a significant impact on the effective tax rate, income tax payable, and deferred income tax positions of the Company for 2020. The CARES Act permits net operating losses (“NOLs”) incurred in tax years 2020, 2019, and 2018 to offset 100% of taxable income and be carried-back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company evaluated the impact of the CARES Act during the year ended December 31, 2020 and recorded an income tax receivable of $13.2 million for the benefit of carrying back the NOL for the year ended December 31, 2020. As the Company is carrying the losses back to years beginning before January 1, 2018, the receivables were recorded at the previous 35% federal tax rate rather than the current statutory rate of 21%.
The consolidated income tax (benefit) expense for 2020, 2019, and 2018 consists of the following components (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Current | |||||||||||||||||
| Federal | $ | ( | $ | $ | |||||||||||||
| State | ( | ||||||||||||||||
| Foreign | |||||||||||||||||
| ( | |||||||||||||||||
| Deferred | |||||||||||||||||
| Federal | ( | ||||||||||||||||
| State | ( | ( | |||||||||||||||
| Foreign | ( | ||||||||||||||||
| ( | |||||||||||||||||
| Total consolidated (benefit) expense | $ | ( | $ | $ | |||||||||||||
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The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands):
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Pretax book (loss) income | $ | ( | $ | $ | |||||||||||||
| Federal tax (benefit) expense at applicable statutory rate | ( | ||||||||||||||||
| State and local income taxes (net of federal benefit) | ( | ||||||||||||||||
| Rate differential | ( | ||||||||||||||||
| Goodwill impairment | |||||||||||||||||
| Tax credits | ( | ||||||||||||||||
| Remeasurement of deferred taxes | ( | ||||||||||||||||
| Nondeductible officer compensation | |||||||||||||||||
| Compensation expense | ( | ||||||||||||||||
| Other | ( | ( | |||||||||||||||
| Total income tax (benefit) expense | $ | ( | $ | $ | |||||||||||||
Deferred Taxes
The Company’s deferred income taxes are primarily due to temporary differences between financial and income tax reporting for 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, 2020 and 2019, the Company retained a valuation allowance of $1.0 million and $0.8 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, 2020 and 2019, the Company had no U.S. federal tax NOLs. The Company incurred a net loss in 2020 and will fully utilize that loss in carrybacks. The Company had various multi-state income tax NOLs aggregating approximately $87.0 million which will expire between 2021 and 2041, if unused.
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The components of deferred tax assets and deferred tax liabilities as of December 31, 2020 and 2019 were as follows (in thousands):
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Deferred tax assets | |||||||||||
| Tax credits and loss carryforwards | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Incentive compensation | |||||||||||
| Other | |||||||||||
| Deferred tax liabilities | |||||||||||
| Property, plant and equipment | ( | ( | |||||||||
| Intangibles | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| ( | ( | ||||||||||
| Net deferred tax liability before valuation allowances and reserves | ( | ( | |||||||||
| Valuation allowances | ( | ( | |||||||||
| Net deferred tax liability | $ | ( | $ | ( | |||||||
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, 2020 and 2019, the total amount of unrecognized income tax benefits, including interest and penalties, was approximately $2.2 million and $2.1 million, respectively, all of which, if recognized, would impact the effective income tax rate of the Company. As of December 31, 2020 and 2019, the Company had recorded a total of $0.7 million and $0.7 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, 2020, the Company is subject to unexpired statutes of limitation for U.S. federal income taxes for the years 2017 through 2019. The Company is also subject to unexpired statutes of limitation for Indiana state income taxes for the years 2017 through 2019.
A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, was as follows (in thousands) and all balances as of December 31, 2020 were included in either Other noncurrent liabilities or Deferred income taxes in the Company’s Consolidated Balance Sheets:
| Unrecognized Tax Benefits | |||||
| Balance at January 1, 2019 | $ | ||||
| Increase in prior year tax positions | |||||
| Balance at December 31, 2019 | |||||
| Increase in prior year tax positions | |||||
| Balance at December 31, 2020 | $ | ||||
19. SEGMENTS
Segment Reporting
The Company manages its business in three segments: Commercial Trailer Products, Diversified Products, and Final Mile Products. The Commercial Trailer Products segment manufactures standard and customized van and platform trailers and other transportation related equipment for customers who purchase directly from the Company or through independent dealers. The Diversified Products segment, comprised of three strategic business units including, Tank Trailers, Process Systems, and Composites, focuses on the Company’s commitment to expand its customer base and diversify its product offerings and revenues, and making available products that are complementary to truck and tank trailers and transportation equipment. The Final Mile Products segment manufactures truck bodies for customers in the final mile space.
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The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that the Company generally evaluates segment performance based on (loss) income from operations. The Company has not allocated certain corporate related administrative costs, interest, and income taxes included in the corporate and eliminations segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost plus a specified mark-up.
Reportable segment information is as follows (in thousands):
| Commercial Trailer Products | Diversified Products | Final Mile Products | Corporate and Eliminations | Consolidated | |||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||||||||
| External customers | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||
| Intersegment sales | ( | — | |||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Income (Loss) from operations | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||||||||
| External customers | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||
| Intersegment sales | ( | — | |||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Income (Loss) from operations | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||||||||
| External customers | $ | $ | $ | $ | — | $ | |||||||||||||||||||||||
| Intersegment sales | ( | — | |||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Income (Loss) from operations | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
| Assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Customer Concentration
The Company is subject to a concentration of risk as the five largest customers together accounted for approximately 21 %, 27 %, and 25 % of the Company’s aggregate net sales in 2020, 2019, and 2018, respectively. In addition, for each of the last three years there were no customers whose revenue individually represented 10% or more of our aggregate net sales. International sales accounted for less than 10% in each of the last three years.
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Product Information
The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and service, and (4) equipment and other. The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands):
| Year ended December 31, 2020 | Commercial Trailer Products | Diversified Products | Final Mile Products | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||
| New trailers | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Used trailers | ||||||||||||||||||||||||||||||||||||||
| Components, parts and service | ( | |||||||||||||||||||||||||||||||||||||
| Equipment and other | ( | |||||||||||||||||||||||||||||||||||||
| Total net external sales | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Year ended December 31, 2019 | Commercial Trailer Products | Diversified Products | Final Mile Products | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||
| New trailers | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Used trailers | ||||||||||||||||||||||||||||||||||||||
| Components, parts and service | ( | |||||||||||||||||||||||||||||||||||||
| Equipment and other | ( | |||||||||||||||||||||||||||||||||||||
| Total net external sales | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Year ended December 31, 2018 | Commercial Trailer Products | Diversified Products | Final Mile Products | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||
| New trailers | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Used trailers | ||||||||||||||||||||||||||||||||||||||
| Components, parts and service | ( | |||||||||||||||||||||||||||||||||||||
| Equipment and other | ( | |||||||||||||||||||||||||||||||||||||
| Total net external sales | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||
20. DIVESTITURES AND SALES
During the fourth quarter of 2020 the Company sold its Beall® brand of tank trailers and associated assets for net proceeds of $11.2 million. Prior to the sale, Beall® was an operating unit within the Tank Trailers reporting unit. A loss on sale of approximately $2.1 million was recognized in connection with the divestiture, and the net proceeds of $11.2 million from the sale were used to pay down outstanding principal under the New Term Loan Credit Agreement. The loss on sale is included in Impairment and other, net in the Consolidated Statements of Operations. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $4.7 million of goodwill based upon the relative fair value of the Beall® operating unit compared to the Tank Trailers reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting loss recognized in connection with the sale.
In addition, during the fourth quarter of 2020 the Company sold the property, plant, and equipment assets, which were previously classified as held for sale, from the remaining retail location in Columbus, Ohio for net proceeds of $3.2 million. A gain on sale of approximately $2.3 million was recognized as part of the sale. The gain on sale is included in Impairment and other, net in the Consolidated Statements of Operations.
During the second quarter of 2020, the Company sold property, plant, and equipment assets for proceeds totaling $2.7 million and recognized a gain on sale of approximately $1.7 million. The gain on sale is included in Impairment and other, net in the Consolidated Statements of Operations.
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21. CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of the unaudited quarterly results of operations for fiscal years 2020, 2019, and 2018 (dollars in thousands, except per share amounts):
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||||||||||||
| 2020 | ||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
Basic net (loss) income per share(1) | $ | ( | $ | $ | $ | |||||||||||||||||||||
Diluted net (loss) income per share(1) | $ | ( | $ | $ | $ | |||||||||||||||||||||
| 2019 | ||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
Basic net income per share(1) | $ | $ | $ | $ | ||||||||||||||||||||||
Diluted net income per share(1) | $ | $ | $ | $ | ||||||||||||||||||||||
| 2018 | ||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
Basic net income per share(1) | $ | $ | $ | $ | ||||||||||||||||||||||
Diluted net income per share(1) | $ | $ | $ | $ | ||||||||||||||||||||||
—————————
(1)Basic and diluted net (loss) income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net (loss) income per share may differ from annual net (loss) income per share due to rounding.
ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A—CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance to our management and board of directors that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation conducted under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020, including those procedures described below, we, including our Chief Executive Officer and our Chief Financial Officer, determined that those controls and procedures were effective.
Changes in Internal Controls
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter of fiscal year 2020 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Report of Management on Internal Control over Financial Reporting
The management of Wabash National Corporation (“the Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
79
external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with U.S. generally accepted accounting principles; (3) provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, based on criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Based on this assessment, management has concluded that internal control over financial reporting is effective as of December 31, 2020.
Ernst & Young LLP, an Independent Registered Public Accounting Firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2020, and its report on internal controls over financial reporting as of December 31, 2020 appears on the following page.
| Brent L. Yeagy | President and Chief Executive Officer | |||||||
| Michael N. Pettit | Senior Vice President and Chief Financial Officer | |||||||
| February 25, 2021 | ||||||||
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Wabash National Corporation
Opinion on Internal Control over Financial Reporting
We have audited Wabash National Corporation’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Wabash National Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 25, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ ERNST & YOUNG LLP | |||||
| Indianapolis, Indiana | |||||
| February 25, 2021 | |||||
ITEM 9B—OTHER INFORMATION
None.
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PART III
ITEM 10—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Company hereby incorporates by reference the information contained under the heading “Information About Our Executive Officers” from Item 1 Part I of this Annual Report.
The Company hereby incorporates by reference the information contained under the headings “Delinquent Section 16(a) Reports,” “Proposal 1 - Election of Directors” and “Corporate Governance” from its definitive Proxy Statement to be delivered to stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report in connection with the 2021 Annual Meeting of Stockholders to be held May 11, 2021.
Code of Ethics
As part of our system of corporate governance, our Board of Directors has adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that is specifically applicable to our Chief Executive Officer and Senior Financial Officers. This Code of Ethics is available within the Corporate Governance section of the Investor Relations page of our website at ir.wabashnational.com. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report on Form 10-K unless expressly noted. We will disclose any waivers for our Chief Executive Officer or Senior Financial Officers under, or any amendments to, our Code of Ethics by posting such information on our website at the address above.
ITEM 11—EXECUTIVE COMPENSATION
The Company hereby incorporates by reference the information contained under the headings “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation Tables” and “Corporate Governance—Director Compensation” from its definitive Proxy Statement to be delivered to the stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report in connection with the 2021 Annual Meeting of Stockholders to be held May 11, 2021.
ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The Company hereby incorporates by reference the information contained under the headings “Beneficial Ownership Information—Beneficial Ownership of Common Stock” and “Equity Compensation Plan Information” from its definitive Proxy Statement to be delivered to the stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report in connection with the 2021 Annual Meeting of Stockholders to be held on May 11, 2021.
ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The Company hereby incorporates by reference the information contained under the headings “Corporate Governance—Board Structure and its Role in Oversight—Director Independence” and “Corporate Governance—Related Persons Transactions Policy” from its definitive Proxy Statement to be delivered to the stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report in connection with the 2021 Annual Meeting of Stockholders to be held on May 11, 2021.
ITEM 14—PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by Item 14 of this form and the audit committee’s pre-approval policies and procedures regarding the engagement of the principal accountant are incorporated herein by reference to the information contained under the heading “Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm” from the Company’s definitive Proxy Statement to be delivered to the stockholders of the Company and filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report in connection with the 2021 Annual Meeting of Stockholders to be held on May 11, 2021.
PART IV
ITEM 15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)Financial Statements: The Company has included all required financial statements in Item 8 of this Annual Report. The financial statement schedules have been omitted as they are not applicable or the required information is included in the Notes to the consolidated financial statements.
(b)Exhibits: Reference is made to the Exhibit Index of this Annual Report for a list of exhibits filed with this Annual Report or incorporated herein by reference to the document.
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ITEM 16 – FORM 10-K SUMMARY
None.
EXHIBIT INDEX
| No. | Description | |||||||
| 101 | The following materials from Wabash National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2020 and 2019, (ii) the Consolidated Statements of Operations for the twelve months ended December 31, 2020, 2019, and 2018, (iii) the Consolidated Statements of Comprehensive (Loss) Income for the twelve months ended December 31, 2020, 2019, and 2018, (iv) the Consolidated Statements of Stockholders’ Equity for the twelve months ended December 31, 2020, 2019, and 2018, (v) the Consolidated Statements of Cash Flows for the twelve months ended December 31, 2020, 2019, and 2018, and (vi) Notes to the Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. (18) | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (18) | |||||||
| # | Management contract or compensatory plan | |||||||
| (1) | Incorporated by reference to the Registrant’s registration statement on Form S-3 (Registration No. 333-27317) filed on May 16, 1997 | |||||||
83
| (2) | Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2018 (File No. 001-10883) | |||||||
| (3) | Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended March 31, 2005 (File No. 001-10883) | |||||||
| (4) | Incorporated by reference to the Registrant’s Form 8-K filed on December 16, 2015 (File No. 001-10883) | |||||||
| (5) | Incorporated by reference to the Registrant’s Form 8-K filed on May 24, 2007 (File No. 001-10883) | |||||||
| (6) | Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2007 (File No. 001-10883) | |||||||
| (7) | Incorporated by reference to the Registrant’s Form 8-K filed on August 4, 2009 (File No. 001-10883) | |||||||
| (8) | Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2011 (File No. 001-10883) | |||||||
| (9) | Incorporated by reference to the Registrant’s Form 8-K filed on May 25, 2011 (File No. 001-10883) | |||||||
| (10) | Incorporated by reference to the Registrant’s Form 8-K filed on September 14, 2011 (File No. 001-10883) | |||||||
| (11) | Incorporated by reference to the Registrant’s Form 8-K filed on December 27, 2018 (File No.001-10883) | |||||||
| (12) | Incorporated by reference to the Registrant’s Form S-8 filed on May 18, 2017 (File No. 333-218085) | |||||||
| (13) | Incorporated by reference to the Registrant’s Form 8-K filed on September 26, 2017 (File No. 001-10883) | |||||||
| (14) | Incorporated by reference to the Registrant’s Form 8-K filed on December 15, 2017 (File No. 001-10883) | |||||||
| (15) | Incorporated by reference to the Registrant’s Form 10-Q filed on July 29, 2020 (File No. 001-10883) | |||||||
| (16) | Incorporated by reference to the Registrant’s Form 8-K filed on September 30, 2020 (File No 001-10883) | |||||||
| (17) | Incorporated by reference to the Registrant’s Form 10-K filed on February 25, 2020 (File No 001-10883) | |||||||
| (18) | Filed herewith | |||||||
84
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WABASH NATIONAL CORPORATION
| February 25, 2021 | By: | /s/ Michael N. Pettit | ||||||
| Michael N. Pettit | ||||||||
| Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated.
| Signature and Name | Title | Date | ||||||||||||
| /s/ Brent L. Yeagy | President and Chief Executive Officer, Director | February 25, 2021 | ||||||||||||
| Brent L. Yeagy | (Principal Executive Officer) | |||||||||||||
| /s/ Michael N. Pettit | Senior Vice President and Chief Financial Officer | February 25, 2021 | ||||||||||||
| Michael N. Pettit | (Principal Financial Officer and Principal Accounting Officer) | |||||||||||||
| /s/ Larry J. Magee | Chairman of the Board of Directors | February 25, 2021 | ||||||||||||
| Larry J. Magee | ||||||||||||||
| /s/ Therese M. Bassett | Director | February 25, 2021 | ||||||||||||
| Therese M. Bassett | ||||||||||||||
| /s/ John G. Boss | Director | February 25, 2021 | ||||||||||||
| John G. Boss | ||||||||||||||
| /s/ John E. Kunz | Director | February 25, 2021 | ||||||||||||
| John E. Kunz | ||||||||||||||
| /s/ Ann D. Murtlow | Director | February 25, 2021 | ||||||||||||
| Ann D. Murtlow | ||||||||||||||
| /s/ Scott K. Sorensen | Director | February 25, 2021 | ||||||||||||
| Scott K. Sorensen | ||||||||||||||
| /s/ Stuart A. Taylor II | Director | February 25, 2021 | ||||||||||||
| Stuart A. Taylor II | ||||||||||||||
85
WABASH NATIONAL CORPORATION
2017 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
FOR AWARDS GRANTED [____]
Wabash National Corporation (the “Company”), hereby grants Restricted Stock Units relating to shares of its common stock, $.01 par value, (“Shares”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively the “Agreement”), and in the Company’s 2017 Omnibus Incentive Plan (the “Plan”).
Date of Grant: [____]
Name of Grantee: [____]
Vesting Start Date: [____]
Number of Restricted Stock Units Covered by Grant: [____]
You agree to all of the terms and conditions described in this Agreement and in the Plan (a copy of which will be provided on request) unless you deliver a notice in writing within 30 days of receipt of this Agreement to the Company’s Compensation Manager stating that you do not accept the terms and conditions described in this Agreement and in the Plan. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should be inconsistent with the terms of the Plan.
This is not a stock certificate or a negotiable instrument.
4823-5511-5227
WABASH NATIONAL CORPORATION
2017 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
| Restricted Stock Unit Transferability | This grant is an award of Restricted Stock Units in the number of units set forth on the cover sheet, subject to the vesting and other conditions described below (“RSUs”). Your RSUs may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment or similar process. | ||||
| Definitions | Capitalized terms not defined in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. | ||||
| Vesting | Your right to the RSUs under this Agreement vests as to the total number of Shares covered by this grant, as shown on the cover sheet, on the [____] anniversary of the Vesting Start Date (the “Vesting Date”), provided you then continue in service (“Service”) with the Company or a Subsidiary as a Director, Employee or Consultant, subject to any exceptions set forth in this Agreement. No additional RSUs will vest after your Service has terminated for any reason except as provided below. | ||||
| Forfeiture of Unvested Units | In the event that your Service terminates for any reason other than death, Disability, or Retirement (under the terms and conditions of this Agreement), and except as otherwise provided herein or in any other written agreement between you and the Company or any Subsidiary, as applicable, you will forfeit to the Company all of the RSUs that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. | ||||
| Death | If your Service terminates prior to the Vesting Date because of your death, then your RSUs shall vest in full (and without pro-ration) as of the date of such termination of Service. | ||||
| Disability | If your Service terminates prior to the Vesting Date because of your Disability, then your RSUs shall vest in full (and without pro-ration) as of the date of such termination of Service. For purposes of this Agreement, “Disability” means the inability to engage in any substantially gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. | ||||
4823-5511-5227
| Retirement | If your Service terminates prior to the Vesting Date but on or after the first anniversary of the Vesting Start Date because of your Retirement (defined as a termination (a) at or after age 55 with at least 10 years of completed Service, or (b) at or after age 65), then your RSUs shall continue to vest in full (and without pro-ration) on the Vesting Date, regardless of your termination of Service, and your vested RSUs (and any related Dividend Equivalents) will be paid within seventy (70) days following the Vesting Date. In the event of your Retirement prior to the first anniversary of the Vesting Start Date, your RSUs will be forfeited automatically and without further action by the Company. | ||||
| Change in Control | In the event of a Change in Control while your RSUs remain outstanding, the applicable provisions of Section 21 of the Plan shall govern the treatment of your RSUs as provided therein. | ||||
| Leaves of Absence | For purposes of this award, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. | ||||
| Delivery | Following the vesting of the RSUs hereunder and at the time provided in this Agreement, the Company will issue to you the Shares to which such vested RSUs relate and pay any related Dividend Equivalents. You will have no further rights with regard to an RSU once the Share related to such RSU has been issued and any related Dividend Equivalents have been paid. Within seventy (70) days following the Vesting Date (or such earlier date as your RSUs become vested and payable hereunder), the Shares deliverable to you shall be issued, together with any related Dividend Equivalents. Upon settlement, a number of RSUs equal to the number of Shares represented thereby shall be extinguished and such number of RSUs will no longer be considered to be held by you for any purpose. | ||||
4823-5511-5227
| Withholding Taxes | You agree, as a condition of this Award, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting of the RSUs, delivery of Shares acquired hereunder, or payment of Dividend Equivalents hereunder. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of RSUs, the delivery of Shares arising from the grant or the payment of Dividend Equivalents as provided in this Agreement, the Company shall have the right to require such payments from you, withhold Shares that would otherwise have been issued to you under this Agreement or withhold such amounts from other payments due to you from the Company or any Subsidiary. In no event shall the Fair Market Value of any Shares withheld to satisfy applicable taxes exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. | ||||
| Retention Rights | Neither your RSUs nor this Agreement shall give you the right to be retained by the Company (or any of its Subsidiaries) in any capacity. The Company (and any of its Subsidiaries) reserves the right to terminate your Service at any time and for any reason. | ||||
| Shareholder Rights; Dividend Equivalents | You do not have any of the rights of a shareholder with respect to the RSUs. However, from and after the Date of Grant and until the earlier of (i) the time when the Shares underlying the vested RSUs (if any) are delivered to you in accordance with this Agreement, or (ii) the time that the RSUs are forfeited in accordance with this Agreement, on each date that the Company pays a cash dividend to holders of its Shares generally, the Company will credit to your account hereunder the right to receive a cash amount equal to the product of (x) the dollar amount of the cash dividend paid per Share on such date multiplied by (y) the total number of unpaid RSUs credited to your account under this Agreement as of such date (a “Dividend Equivalent”). Subject to and conditioned upon the vesting of the underlying RSUs, the aggregate amount of all Dividend Equivalents credited to your account hereunder shall be paid to you in cash (without interest), at the same time that the Shares underlying your vested RSUs are delivered to you, and your right to receive any such Dividend Equivalents shall be automatically and correspondingly forfeited to the extent that the underlying RSUs are forfeited pursuant to the terms of this Agreement and the Plan. | ||||
4823-5511-5227
| Forfeiture of Rights | If during your term of Service you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to, the right to cause: (i) a forfeiture of any outstanding RSUs, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company and ending twelve (12) months following such termination of Service (A) a forfeiture of any gain recognized by you upon the vesting of the RSUs or (B) a forfeiture of any Shares acquired by you upon the vesting of the RSUs. Unless otherwise specified in an employment or other agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Subsidiaries or affiliates is engaged during your employment or other relationship with the Company or its Subsidiaries or affiliates or at the time of your termination of Service. Under the prior sentence, ownership of less than 1% of the securities of a public company shall not be treated as an action in competition with the Company. | ||||
| Recoupment | If the Company is required to prepare an accounting restatement due to the material noncompliance by the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, and the Board determines that you knowingly engaged in such misconduct, were grossly negligent in engaging in such misconduct, knowingly failed to prevent such misconduct or were grossly negligent in failing to prevent such misconduct, you shall be required to pay to the Company an amount equal to the aggregate value of the Shares acquired pursuant to the RSUs during the period of twelve (12) months following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement. In addition, the RSUs and gains resulting from the RSUs, shall be subject to forfeiture and recoupment to the extent applicable in accordance with the Company’s policies relating to such forfeitures and clawbacks as in effect from time to time, including any such policy as may be adopted to comply with Applicable Laws. | ||||
4823-5511-5227
| Adjustments | In the event of a stock split, a stock dividend or a similar change in the Shares, the number of RSUs covered by this grant shall be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Your RSUs shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. | ||||
| Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. | ||||
| Data Privacy | In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these RSUs, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, if you are not a U.S. resident, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan. | ||||
| Consent to Electronic Delivery | The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to receive, the Company would be pleased to provide copies. Please contact the Human Resources Department or the Company’s Compensation Manager at [____] to request paper copies of these documents. | ||||
4823-5511-5227
| The Plan | The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant of RSUs. Any other agreements, commitments or negotiations concerning this grant are superseded except to the extent incorporated by this Agreement and the Plan. | ||||
| Code Section 409A | It is intended that this award of RSUs be exempt from, or comply with, Code Section 409A and regulations promulgated thereunder. To the extent that the RSUs constitute “nonqualified deferred compensation” subject to Code Section 409A (because of your eligibility for Retirement, if applicable, or otherwise), then notwithstanding any other provision of this Agreement, the following provisions shall apply to the extent necessary to comply with Code Section 409A: (i) the Shares underlying any vested RSUs and any related Dividend Equivalents shall be delivered or paid within seventy (70) days after the earlier of (a) the occurrence of a Change in Control that constitutes a “change in control event” within the meaning of Treasury Regulation § 1.409A-3(i)(5); (b) the Vesting Date; or (c) your death. | ||||
4823-5511-5227
WABASH NATIONAL CORPORATION
2017 OMNIBUS INCENTIVE PLAN
PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT
FOR AWARDS GRANTED [_______]
Wabash National Corporation (the “Company”), hereby grants performance based restricted stock units relating to shares of its common stock, $.01 par value, (“Shares”), to the individual named below as the Grantee, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively the “Agreement”), and in the Company’s 2017 Omnibus Incentive Plan (the “Plan”).
Date of Grant: [__________]
Name of Grantee: [__________]
Vesting Start Date: [__________]
Number of Performance Based Restricted Stock Units (“PSUs”) Covered by Grant: [__________]
at Target Performance: [__________] of target units granted
at Maximum Performance: [__________] of target units granted
at Threshold Performance: [__________] of target units granted
You agree to all of the terms and conditions described in this Agreement and in the Plan (a copy of which will be provided on request) unless you deliver a notice in writing within 30 days of receipt of this Agreement to the Company’s Compensation Manager stating that you do not accept the terms and conditions described in this Agreement and in the Plan. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should be inconsistent with the terms of the Plan.
This is not a stock certificate or a negotiable instrument.
4834-4517-5515
WABASH NATIONAL CORPORATION
2017 OMNIBUS INCENTIVE PLAN
PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT
Performance Based Restricted Stock Unit Transferability | This grant is an award of performance based restricted stock units in the number of units set forth on the cover sheet, subject to the vesting and other conditions described below (“PSUs”). Your PSUs may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the PSUs be made subject to execution, attachment or similar process. | ||||
Definitions | Capitalized terms not defined in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. | ||||
Vesting | The number of PSUs that vest on the third anniversary of the Vesting Start Date (the “Vesting Date”) shall be calculated based on the attainment of specified performance goals as set forth on the attached Exhibit A during the period from [__________] through [__________] (the “Performance Period”), and so long as you have remained continuously in service (“Service”) with the Company or a Subsidiary as a Director, Employee or Consultant through such date, subject to any exceptions set forth in this Agreement. The maximum number of PSUs that may vest hereunder is the Maximum Number of PSUs on the cover sheet. No additional PSUs will vest after your Service has terminated for any reason except as provided below. | ||||
Forfeiture of Unvested Units | In the event that your Service terminates for any reason other than death, Disability, or Retirement (under the terms and conditions of this Agreement), and except as otherwise provided herein or in any other written agreement between you and the Company or any Subsidiary, as applicable, you will forfeit to the Company all of the PSUs that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. | ||||
Death | If your Service terminates prior to the Vesting Date because of your death, then your PSUs shall vest in full (and without pro-ration) as of the Vesting Date, to the extent that the performance goals set forth on Exhibit A are satisfied at the end of the Performance Period. | ||||
4834-4517-5515
Disability | If your Service terminates prior to the Vesting Date because of your Disability, then your PSUs shall vest in full (and without pro-ration) as of the Vesting Date, to the extent that the performance goals set forth on Exhibit A are satisfied at the end of the Performance Period. For purposes of this Agreement, “Disability” means the inability to engage in any substantially gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. | ||||
Retirement | If your Service terminates prior to the Vesting Date because of your Retirement (defined as a termination (a) at or after age 55 with at least 10 years of completed Service, or (b) at or after age 65), then a pro-rata portion of your PSUs shall vest as of the Vesting Date, and the unvested portion of your PSUs shall be forfeited. The number of PSUs that vest hereunder shall be determined as of the Vesting Date by multiplying the number of PSUs (if any) that are earned based on the satisfaction of the performance goals set forth on Exhibit A at the end of the Performance Period by a fraction, the numerator of which is the number of months of Service completed prior to your Retirement and during the Performance Period and the denominator of which is thirty-six (36) months. | ||||
Change in Control | In the event of a Change in Control while your PSUs remain outstanding, the applicable provisions of Section 21 of the Plan shall govern the treatment of your PSUs as provided therein. | ||||
Leaves of Absence | For purposes of this award, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. | ||||
4834-4517-5515
Delivery | Following the vesting of the PSUs hereunder and at the time provided in this Agreement, the Company will issue to you the Shares to which such vested PSUs relate and pay any related Dividend Equivalents. You will have no further rights with regard to a PSU once the Share related to such PSU has been issued and any related Dividend Equivalents have been paid. Within seventy (70) days following the Vesting Date (or such earlier date as your PSUs become vested hereunder in the event of a Change in Control), the Shares deliverable to you shall be issued, together with any related Dividend Equivalents. Upon settlement, the PSUs shall be extinguished and such PSUs will no longer be considered to be held by you for any purpose. | ||||
Withholding Taxes | You agree, as a condition of this Award, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting of the PSUs, delivery of Shares hereunder or payment of Dividend Equivalents hereunder. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of PSUs, the delivery of Shares arising from the grant or the payment of Dividend Equivalents as provided in this Agreement, the Company shall have the right to require such payments from you, withhold Shares that would otherwise have been issued to you under this Agreement or withhold such amounts from other payments due to you from the Company or any Subsidiary. In no event shall the Fair Market Value of any Shares withheld to satisfy applicable taxes exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. | ||||
Retention Rights | Neither your PSUs nor this Agreement shall give you the right to be retained by the Company (or any of its Subsidiaries) in any capacity. The Company (and any of its Subsidiaries) reserves the right to terminate your Service at any time and for any reason. | ||||
Shareholder Rights; Dividend Equivalents | You do not have any of the rights of a shareholder with respect to the PSUs. However, with respect to each PSU (if any) that is earned and becomes vested in accordance with this Agreement, you shall be entitled to receive a cash payment (without interest), payable at the same time that the Share underlying such vested PSU is delivered to you hereunder, equal to the aggregate cash dividends declared and paid with respect to one (1) Share for each dividend payment date that occurs during the period beginning on the Date of Grant and ending on the date that the vested PSU is paid (a “Dividend Equivalent”). Your right to receive any such Dividend Equivalents is subject to and conditioned upon the vesting of the underlying PSUs, and your right to receive any such Dividend Equivalents shall be automatically and correspondingly forfeited to the extent that the underlying PSUs are forfeited pursuant to the terms of this Agreement and the Plan. | ||||
4834-4517-5515
Forfeiture of Rights | If during your term of Service you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to, the right to cause: (i) a forfeiture of any outstanding PSUs, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company and ending twelve (12) months following such termination of Service (A) a forfeiture of any gain recognized by you upon the vesting of the PSUs or (B) a forfeiture of any Shares acquired by you upon the vesting of the PSUs. Unless otherwise specified in an employment or other agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Subsidiaries or affiliates is engaged during your employment or other relationship with the Company or its Subsidiaries or affiliates or at the time of your termination of Service. Under the prior sentence, ownership of less than 1% of the securities of a public company shall not be treated as an action in competition with the Company. | ||||
Recoupment | If the Company is required to prepare an accounting restatement due to the material noncompliance by the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, and the Board determines that you knowingly engaged in such misconduct, were grossly negligent in engaging in such misconduct, knowingly failed to prevent such misconduct or were grossly negligent in failing to prevent such misconduct, you shall be required to pay to the Company an amount equal to the aggregate value of the Shares acquired pursuant to the PSUs during the period of twelve (12) months following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement. In addition, the PSUs and gains resulting from the PSUs, shall be subject to forfeiture and recoupment to the extent applicable in accordance with the Company’s policies relating to such forfeitures and clawbacks as in effect from time to time, including any such policy as may be adopted to comply with Applicable Laws. | ||||
4834-4517-5515
Adjustments | In the event of a stock split, a stock dividend or a similar change in the Shares, the number of PSUs covered by this grant shall be adjusted (and rounded down to the nearest whole number) in accordance with the terms of the Plan. Your PSUs shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. See also Exhibit A for a description of events and terms in which the number of PSUs covered by this grant shall be adjusted as a result of a Share Price Cap adopted in connection with this grant. | ||||
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. | ||||
Data Privacy | In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these PSUs, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, if you are not a U.S. resident, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan. | ||||
Consent to Electronic Delivery | The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to receive, the Company would be pleased to provide copies. Please contact the Human Resources Department or the Company’s Compensation Manager at [__________] to request paper copies of these documents. | ||||
The Plan | The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant of PSUs. Any other agreements, commitments or negotiations concerning this grant are superseded except to the extent incorporated by this Agreement and the Plan. | ||||
4834-4517-5515
Code Section 409A | It is intended that this award of PSUs be exempt from, or comply with, Code Section 409A and regulations promulgated thereunder. To the extent that the PSUs constitute “nonqualified deferred compensation” subject to Code Section 409A, then notwithstanding any other provision of this Agreement, the following provisions shall apply to the extent necessary to comply with Code Section 409A: (i) the Shares underlying any vested PSUs and any related Dividend Equivalents shall be delivered or paid within seventy (70) days after the earlier of (a) the occurrence of a Change in Control that constitutes a “change in control event” within the meaning of Treasury Regulation § 1.409A-3(i)(5); or (b) the Vesting Date. | ||||
4834-4517-5515
Exhibit 21.1
SUBSIDIARIES OF THE COMPANY AND
OWNERSHIP OF SUBSIDIARY STOCK
| NAME OF SUBSIDIARY | STATE OF INCORPORATION | % OF SHARES OWNED BY THE CORPORATION* | ||||||||||||
Wabash National Trailer Centers, Inc. | Delaware | 100% | ||||||||||||
Wabash Wood Products, Inc. | Arkansas | 100% | ||||||||||||
Wabash National, L.P. | Delaware | 100% | ||||||||||||
Wabash National Manufacturing, L.P. | Delaware | 100% | ||||||||||||
Wabash National Services, L.P. | Delaware | 100% | ||||||||||||
Continental Transit Corporation | Indiana | 100% | ||||||||||||
Transcraft Corporation | Delaware | 100% | ||||||||||||
| Walker Stainless Equipment Co., LLC | Delaware | 100% | ||||||||||||
| Brenner Tank Services, LLC | Wisconsin | 100% | ||||||||||||
| Walker Group Holdings, LLC | Texas | 100% | ||||||||||||
| Bulk Solutions, LLC | Texas | 100% | ||||||||||||
| Brenner Tank LLC | Wisconsin | 100% | ||||||||||||
| Wabash International Holdings, Inc. | Delaware | 100% | ||||||||||||
| Extract Technology Limited | United Kingdom | 100% | ||||||||||||
| Wabash UK Holdings Limited | United Kingdom | 100% | ||||||||||||
| Supreme Industries, Inc. | Delaware | 100% | ||||||||||||
| Supreme Insurance Company, Inc. | Nevada | 100% | ||||||||||||
| Supreme Corporation | Texas | 100% | ||||||||||||
| Supreme Indiana Operations, Inc. | Delaware | 100% | ||||||||||||
| Supreme Corporation of Georgia | Texas | 100% | ||||||||||||
| Supreme Corporation of Texas | Texas | 100% | ||||||||||||
| Supreme Truck Bodies of California, Inc. | California | 100% | ||||||||||||
| Supreme Mid-Atlantic Corporation | Texas | 100% | ||||||||||||
| SC Tower Structural Laminating, Inc. | Texas | 100% | ||||||||||||
| Supreme/Murphy Truck Bodies, Inc. | North Carolina | 100% | ||||||||||||
| Supreme Northwest, LLC | Texas | 100% | ||||||||||||
| Supreme Midwest Properties, Inc. | Texas | 100% | ||||||||||||
| Supreme Southeast Properties, Inc. | Texas | 100% | ||||||||||||
| Supreme Southwest Properties, Inc. | Texas | 100% | ||||||||||||
| Supreme Upfit Solutions & Service, Inc. | Texas | 100% | ||||||||||||
| Supreme West Properties, Inc. | Texas | 100% | ||||||||||||
| Supreme STB, LLC | California | 100% | ||||||||||||
____________________
*Includes both direct and indirect ownership by Wabash National Corporation
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1)Registration Statement (Form S-3 No. 333-236914) of Wabash National Corporation,
(2)Registration Statement (Form S-8 No. 333-149349) pertaining to the 2007 Omnibus Incentive Plan of Wabash National Corporation,
(3)Registration Statement (Form S-8 No. 333-178778) pertaining to the 2007 Omnibus Incentive Plan and the 2011 Omnibus Incentive Plan of Wabash National Corporation, and
(4)Registration Statement (Form S-8 No. 333-218085) pertaining to the 2017 Omnibus Incentive Plan of Wabash National Corporation;
of our reports dated February 25, 2021, with respect to the consolidated financial statements of Wabash National Corporation and the effectiveness of internal control over financial reporting of Wabash National Corporation, included in this Annual Report (Form 10-K) of Wabash National Corporation for the year ended December 31, 2020.
/s/ Ernst & Young LLP
Indianapolis, Indiana
February 25, 2021
Exhibit 31.1
CERTIFICATIONS
I, Brent L. Yeagy, certify that:
1. I have reviewed this Annual Report on Form 10-K of Wabash National Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 25, 2021
/s/ Brent L. Yeagy
Brent L. Yeagy
President and Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATIONS
I, Michael N. Pettit, certify that:
1. I have reviewed this Annual Report on Form 10-K of Wabash National Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 25, 2021
/s/ Michael N. Pettit
Michael N. Pettit
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Exhibit 32.1
Written Statement of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
The undersigned, the President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer of Wabash National Corporation (the "Company"), each hereby certifies that, to his knowledge, on February 25, 2021:
•the Annual Report on Form 10-K of the Company for the year ended December 31, 2020 filed on February 25, 2021, with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
•information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Brent L. Yeagy
Brent L. Yeagy
President and Chief Executive Officer
February 25, 2021
/s/ Michael N. Pettit
Michael N. Pettit
Senior Vice President and Chief Financial Officer
February 25, 2021
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Wabash National Corporation and will be retained by Wabash National Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
1