0000879526-22-000014.txt : 20220224 0000879526-22-000014.hdr.sgml : 20220224 20220224161203 ACCESSION NUMBER: 0000879526-22-000014 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 113 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220224 DATE AS OF CHANGE: 20220224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WABASH NATIONAL Corp CENTRAL INDEX KEY: 0000879526 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK TRAILERS [3715] IRS NUMBER: 521375208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10883 FILM NUMBER: 22671076 BUSINESS ADDRESS: STREET 1: 3900 MCCARTY LANE CITY: LAFAYETTE STATE: IN ZIP: 47905 BUSINESS PHONE: 7657715310 MAIL ADDRESS: STREET 1: 3900 MCCARTY LANE CITY: LAFAYETTE STATE: IN ZIP: 47905 FORMER COMPANY: FORMER CONFORMED NAME: WABASH NATIONAL CORP /DE DATE OF NAME CHANGE: 19930328 10-K 1 wnc-20211231.htm 10-K wnc-20211231
false2021FY0000879526P3YP1YP1Yhttp://fasb.org/us-gaap/2021-01-31#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2021-01-31#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesNoncurrentP1Y00008795262021-01-012021-12-3100008795262021-06-30iso4217:USD00008795262022-02-16xbrli:shares00008795262021-12-3100008795262020-12-31iso4217:USDxbrli:shares00008795262020-01-012020-12-3100008795262019-01-012019-12-310000879526us-gaap:CommonStockMember2018-12-310000879526us-gaap:AdditionalPaidInCapitalMember2018-12-310000879526us-gaap:RetainedEarningsMember2018-12-310000879526us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310000879526us-gaap:TreasuryStockMember2018-12-3100008795262018-12-310000879526us-gaap:RetainedEarningsMember2019-01-012019-12-310000879526us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310000879526us-gaap:CommonStockMember2019-01-012019-12-310000879526us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310000879526us-gaap:TreasuryStockMember2019-01-012019-12-310000879526us-gaap:CommonStockMember2019-12-310000879526us-gaap:AdditionalPaidInCapitalMember2019-12-310000879526us-gaap:RetainedEarningsMember2019-12-310000879526us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310000879526us-gaap:TreasuryStockMember2019-12-3100008795262019-12-310000879526us-gaap:RetainedEarningsMember2020-01-012020-12-310000879526us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310000879526us-gaap:CommonStockMember2020-01-012020-12-310000879526us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310000879526us-gaap:TreasuryStockMember2020-01-012020-12-310000879526us-gaap:CommonStockMember2020-12-310000879526us-gaap:AdditionalPaidInCapitalMember2020-12-310000879526us-gaap:RetainedEarningsMember2020-12-310000879526us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310000879526us-gaap:TreasuryStockMember2020-12-310000879526us-gaap:RetainedEarningsMember2021-01-012021-12-310000879526us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310000879526us-gaap:CommonStockMember2021-01-012021-12-310000879526us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310000879526us-gaap:TreasuryStockMember2021-01-012021-12-310000879526us-gaap:CommonStockMember2021-12-310000879526us-gaap:AdditionalPaidInCapitalMember2021-12-310000879526us-gaap:RetainedEarningsMember2021-12-310000879526us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310000879526us-gaap:TreasuryStockMember2021-12-31wnc:segment0000879526us-gaap:BuildingAndBuildingImprovementsMember2021-01-012021-12-310000879526srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2021-01-012021-12-310000879526us-gaap:MachineryAndEquipmentMembersrt:MaximumMember2021-01-012021-12-310000879526wnc:TransportationSolutionsSegmentMember2021-12-310000879526wnc:PartsServiceSegmentMember2021-12-310000879526us-gaap:TrademarksAndTradeNamesMember2021-10-012021-12-310000879526wnc:ExtractTechnologyMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2021-04-012021-06-300000879526us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberwnc:BeallTankTrailersMember2020-10-012020-12-310000879526srt:MinimumMember2021-01-012021-12-310000879526srt:MaximumMember2021-01-012021-12-310000879526wnc:DuraPlateTrailerPanelsMember2021-01-012021-12-310000879526wnc:UsedTrailersMember2021-12-310000879526wnc:UsedTrailersMember2020-12-310000879526wnc:ExtractTechnologyMemberwnc:PartsServiceSegmentMember2021-04-012021-06-300000879526wnc:FinalMileProductsSegmentMember2020-01-012020-03-310000879526wnc:TankTrailersReportingUnitMember2020-01-012020-03-310000879526wnc:TransportationSolutionsSegmentMember2019-12-310000879526wnc:ComponentsPartsandServicesMember2019-12-310000879526wnc:TransportationSolutionsSegmentMember2020-01-012020-12-310000879526wnc:ComponentsPartsandServicesMember2020-01-012020-12-310000879526wnc:TransportationSolutionsSegmentMember2020-12-310000879526wnc:ComponentsPartsandServicesMember2020-12-310000879526wnc:TransportationSolutionsSegmentMember2021-01-012021-12-310000879526wnc:ComponentsPartsandServicesMember2021-01-012021-12-310000879526wnc:ComponentsPartsandServicesMember2021-12-310000879526wnc:TransportationSolutionsSegmentMemberus-gaap:TrademarksAndTradeNamesMember2021-10-012021-12-310000879526us-gaap:TrademarksAndTradeNamesMemberwnc:PartsServiceSegmentMember2021-10-012021-12-310000879526us-gaap:TrademarksAndTradeNamesMember2021-12-310000879526us-gaap:CustomerRelationshipsMember2021-01-012021-12-310000879526us-gaap:CustomerRelationshipsMember2021-12-310000879526us-gaap:DevelopedTechnologyRightsMember2021-01-012021-12-310000879526us-gaap:DevelopedTechnologyRightsMember2021-12-310000879526us-gaap:TrademarksAndTradeNamesMember2020-01-012020-12-310000879526us-gaap:TrademarksAndTradeNamesMember2020-12-310000879526us-gaap:CustomerRelationshipsMember2020-01-012020-12-310000879526us-gaap:CustomerRelationshipsMember2020-12-310000879526us-gaap:DevelopedTechnologyRightsMember2020-01-012020-12-310000879526us-gaap:DevelopedTechnologyRightsMember2020-12-310000879526us-gaap:LandMember2021-12-310000879526us-gaap:LandMember2020-12-310000879526us-gaap:BuildingAndBuildingImprovementsMember2021-12-310000879526us-gaap:BuildingAndBuildingImprovementsMember2020-12-310000879526us-gaap:MachineryAndEquipmentMember2021-12-310000879526us-gaap:MachineryAndEquipmentMember2020-12-310000879526us-gaap:ConstructionInProgressMember2021-12-310000879526us-gaap:ConstructionInProgressMember2020-12-310000879526wnc:NewSeniorNotesDue2028Memberus-gaap:SeniorNotesMember2021-12-310000879526wnc:NewSeniorNotesDue2028Memberus-gaap:SeniorNotesMember2020-12-310000879526wnc:OldSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2021-12-310000879526wnc:OldSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2020-12-310000879526wnc:TermLoanCreditFacilityMember2021-12-310000879526wnc:TermLoanCreditFacilityMember2020-12-310000879526wnc:RevolvingCreditAgreementMember2021-12-310000879526wnc:RevolvingCreditAgreementMember2020-12-310000879526wnc:NewSeniorNotesDue2028Memberus-gaap:SeniorNotesMember2021-10-06xbrli:pure0000879526wnc:NewSeniorNotesDue2028Memberus-gaap:SeniorNotesMember2021-10-062021-10-060000879526us-gaap:DebtInstrumentRedemptionPeriodOneMemberwnc:NewSeniorNotesDue2028Memberus-gaap:SeniorNotesMember2021-10-062021-10-060000879526wnc:NewSeniorNotesDue2028Memberus-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:SeniorNotesMember2021-10-062021-10-060000879526wnc:NewSeniorNotesDue2028Memberus-gaap:DebtInstrumentRedemptionPeriodThreeMemberus-gaap:SeniorNotesMember2021-10-062021-10-060000879526wnc:NewSeniorNotesDue2028Memberus-gaap:DebtInstrumentRedemptionPeriodFourMemberus-gaap:SeniorNotesMember2021-10-062021-10-060000879526wnc:NewSeniorNotesDue2028Memberus-gaap:DebtInstrumentRedemptionPeriodFiveMemberus-gaap:SeniorNotesMember2021-10-062021-10-060000879526wnc:RevolvingCreditAgreementMember2021-09-280000879526wnc:NewSeniorNotesDue2028Memberus-gaap:NotesPayableOtherPayablesMember2021-10-062021-10-060000879526wnc:OldSeniorNotesDue2025Member2021-10-012021-12-310000879526wnc:NewSeniorNotesDue2028Memberus-gaap:SeniorNotesMember2021-01-012021-12-310000879526wnc:OldSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2017-09-260000879526wnc:OldSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2017-09-262017-09-260000879526us-gaap:DebtInstrumentRedemptionPeriodOneMemberwnc:OldSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2021-01-012021-12-310000879526wnc:OldSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2021-01-012021-12-310000879526wnc:OldSeniorNotesDue2025Memberus-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:SeniorNotesMember2021-01-012021-12-310000879526wnc:OldSeniorNotesDue2025Memberus-gaap:DebtInstrumentRedemptionPeriodThreeMemberus-gaap:SeniorNotesMember2021-01-012021-12-310000879526wnc:OldSeniorNotesDue2025Memberus-gaap:DebtInstrumentRedemptionPeriodFourMemberus-gaap:SeniorNotesMember2021-01-012021-12-310000879526wnc:OldSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2020-01-012020-12-310000879526wnc:OldSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2019-01-012019-12-310000879526wnc:OldSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2020-07-012020-09-300000879526wnc:RevolvingCreditAgreementMember2021-09-270000879526wnc:RevolvingCreditAgreementMember2021-12-310000879526us-gaap:LetterOfCreditMemberwnc:RevolvingCreditAgreementMember2018-12-210000879526wnc:RevolvingCreditAgreementMemberus-gaap:BridgeLoanMember2018-12-210000879526wnc:RevolvingCreditAgreementMembersrt:MinimumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2018-12-212018-12-210000879526wnc:RevolvingCreditAgreementMemberus-gaap:LondonInterbankOfferedRateLIBORMembersrt:MaximumMember2018-12-212018-12-210000879526us-gaap:BaseRateMemberwnc:RevolvingCreditAgreementMembersrt:MinimumMember2018-12-212018-12-210000879526us-gaap:BaseRateMemberwnc:RevolvingCreditAgreementMembersrt:MaximumMember2018-12-212018-12-210000879526wnc:RevolvingCreditAgreementMember2018-12-212018-12-210000879526wnc:RevolvingCreditAgreementMember2018-12-210000879526wnc:RevolvingCreditAgreementMembersrt:MaximumMember2018-12-210000879526wnc:RevolvingCreditAgreementMember2020-12-310000879526wnc:RevolvingCreditAgreementMember2021-10-012021-12-310000879526wnc:RevolvingCreditAgreementMember2020-01-012020-03-310000879526wnc:RevolvingCreditAgreementMember2020-06-300000879526wnc:RevolvingCreditAgreementMember2021-01-012021-12-310000879526wnc:RevolvingCreditAgreementMember2020-01-012020-12-310000879526wnc:RevolvingCreditAgreementMember2019-01-012019-12-310000879526us-gaap:NotesPayableOtherPayablesMemberwnc:NewTermLoanCreditAgreementMember2020-09-280000879526us-gaap:NotesPayableOtherPayablesMemberwnc:NewTermLoanCreditAgreementMember2020-09-282020-09-280000879526us-gaap:NotesPayableOtherPayablesMemberus-gaap:LondonInterbankOfferedRateLIBORMemberwnc:NewTermLoanCreditAgreementMember2020-09-282020-09-280000879526us-gaap:BaseRateMemberus-gaap:NotesPayableOtherPayablesMemberwnc:NewTermLoanCreditAgreementMember2020-09-282020-09-280000879526wnc:TermLoanCreditAgreementMemberwnc:SeniorSecuredCreditFacilityMember2021-12-310000879526wnc:NewTermLoanCreditAgreementMember2021-04-012021-06-3000008795262021-04-012021-06-300000879526wnc:TermLoanCreditAgreementMemberwnc:SeniorSecuredCreditFacilityMember2021-01-012021-12-310000879526wnc:TermLoanCreditAgreementMemberwnc:SeniorSecuredCreditFacilityMember2020-01-012020-12-310000879526wnc:TermLoanCreditAgreementMemberwnc:SeniorSecuredCreditFacilityMember2019-01-012019-12-310000879526us-gaap:NotesPayableOtherPayablesMemberwnc:NewTermLoanCreditAgreementMember2021-09-012021-09-300000879526wnc:TermLoanCreditAgreementMemberwnc:SeniorSecuredCreditFacilityMember2020-12-310000879526us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2021-12-310000879526us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2020-12-310000879526wnc:AccountsPayableAndOtherAccruedLiabilitiesMember2021-12-310000879526wnc:AccountsPayableAndOtherAccruedLiabilitiesMember2020-12-310000879526us-gaap:CashFlowHedgingMemberus-gaap:CommodityContractMember2021-12-310000879526us-gaap:CashFlowHedgingMemberus-gaap:CommodityContractMember2020-12-310000879526us-gaap:CashFlowHedgingMemberus-gaap:CommodityContractMember2021-01-012021-12-310000879526us-gaap:CashFlowHedgingMemberus-gaap:CommodityContractMember2020-01-012020-12-310000879526us-gaap:CashFlowHedgingMemberus-gaap:CommodityContractMember2019-01-012019-12-310000879526srt:MinimumMember2021-12-310000879526srt:MaximumMember2021-12-310000879526us-gaap:CommodityContractMember2021-12-310000879526us-gaap:FairValueInputsLevel1Memberus-gaap:CommodityContractMember2021-12-310000879526us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Member2021-12-310000879526us-gaap:FairValueInputsLevel3Memberus-gaap:CommodityContractMember2021-12-310000879526us-gaap:MutualFundMember2021-12-310000879526us-gaap:FairValueInputsLevel1Memberus-gaap:MutualFundMember2021-12-310000879526us-gaap:FairValueInputsLevel2Memberus-gaap:MutualFundMember2021-12-310000879526us-gaap:FairValueInputsLevel3Memberus-gaap:MutualFundMember2021-12-310000879526us-gaap:FairValueInputsLevel1Member2021-12-310000879526us-gaap:FairValueInputsLevel2Member2021-12-310000879526us-gaap:FairValueInputsLevel3Member2021-12-310000879526us-gaap:CommodityContractMember2020-12-310000879526us-gaap:FairValueInputsLevel1Memberus-gaap:CommodityContractMember2020-12-310000879526us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Member2020-12-310000879526us-gaap:FairValueInputsLevel3Memberus-gaap:CommodityContractMember2020-12-310000879526us-gaap:MutualFundMember2020-12-310000879526us-gaap:FairValueInputsLevel1Memberus-gaap:MutualFundMember2020-12-310000879526us-gaap:FairValueInputsLevel2Memberus-gaap:MutualFundMember2020-12-310000879526us-gaap:FairValueInputsLevel3Memberus-gaap:MutualFundMember2020-12-310000879526us-gaap:FairValueInputsLevel1Member2020-12-310000879526us-gaap:FairValueInputsLevel2Member2020-12-310000879526us-gaap:FairValueInputsLevel3Member2020-12-310000879526wnc:SeniorNotesDue2028Memberus-gaap:SeniorNotesMember2021-12-310000879526us-gaap:FairValueInputsLevel1Memberwnc:SeniorNotesDue2028Memberus-gaap:SeniorNotesMember2021-12-310000879526us-gaap:FairValueInputsLevel2Memberwnc:SeniorNotesDue2028Memberus-gaap:SeniorNotesMember2021-12-310000879526us-gaap:FairValueInputsLevel3Memberwnc:SeniorNotesDue2028Memberus-gaap:SeniorNotesMember2021-12-310000879526wnc:SeniorNotesDue2028Memberus-gaap:SeniorNotesMember2020-12-310000879526us-gaap:FairValueInputsLevel1Memberwnc:SeniorNotesDue2028Memberus-gaap:SeniorNotesMember2020-12-310000879526us-gaap:FairValueInputsLevel2Memberwnc:SeniorNotesDue2028Memberus-gaap:SeniorNotesMember2020-12-310000879526us-gaap:FairValueInputsLevel3Memberwnc:SeniorNotesDue2028Memberus-gaap:SeniorNotesMember2020-12-310000879526wnc:SeniorNotesDue2025Memberus-gaap:SeniorNotesMember2021-12-310000879526us-gaap:FairValueInputsLevel1Memberwnc:SeniorNotesDue2025Memberus-gaap:SeniorNotesMember2021-12-310000879526us-gaap:FairValueInputsLevel2Memberwnc:SeniorNotesDue2025Memberus-gaap:SeniorNotesMember2021-12-310000879526us-gaap:FairValueInputsLevel3Memberwnc:SeniorNotesDue2025Memberus-gaap:SeniorNotesMember2021-12-310000879526wnc:SeniorNotesDue2025Memberus-gaap:SeniorNotesMember2020-12-310000879526us-gaap:FairValueInputsLevel1Memberwnc:SeniorNotesDue2025Memberus-gaap:SeniorNotesMember2020-12-310000879526us-gaap:FairValueInputsLevel2Memberwnc:SeniorNotesDue2025Memberus-gaap:SeniorNotesMember2020-12-310000879526us-gaap:FairValueInputsLevel3Memberwnc:SeniorNotesDue2025Memberus-gaap:SeniorNotesMember2020-12-310000879526us-gaap:FairValueInputsLevel1Memberwnc:TermLoanCreditFacilityMember2021-12-310000879526us-gaap:FairValueInputsLevel2Memberwnc:TermLoanCreditFacilityMember2021-12-310000879526us-gaap:FairValueInputsLevel3Memberwnc:TermLoanCreditFacilityMember2021-12-310000879526us-gaap:FairValueInputsLevel1Memberwnc:TermLoanCreditFacilityMember2020-12-310000879526us-gaap:FairValueInputsLevel2Memberwnc:TermLoanCreditFacilityMember2020-12-310000879526us-gaap:FairValueInputsLevel3Memberwnc:TermLoanCreditFacilityMember2020-12-310000879526us-gaap:RevolvingCreditFacilityMember2021-12-310000879526us-gaap:FairValueInputsLevel1Memberus-gaap:RevolvingCreditFacilityMember2021-12-310000879526us-gaap:RevolvingCreditFacilityMemberus-gaap:FairValueInputsLevel2Member2021-12-310000879526us-gaap:FairValueInputsLevel3Memberus-gaap:RevolvingCreditFacilityMember2021-12-310000879526us-gaap:RevolvingCreditFacilityMember2020-12-310000879526us-gaap:FairValueInputsLevel1Memberus-gaap:RevolvingCreditFacilityMember2020-12-310000879526us-gaap:RevolvingCreditFacilityMemberus-gaap:FairValueInputsLevel2Member2020-12-310000879526us-gaap:FairValueInputsLevel3Memberus-gaap:RevolvingCreditFacilityMember2020-12-310000879526us-gaap:StandbyLettersOfCreditMember2021-12-310000879526wnc:ChassisConverterPoolAgreementsMember2021-12-310000879526wnc:OmnibusIncentivePlan2017Member2017-05-180000879526srt:MinimumMemberus-gaap:RestrictedStockMember2021-01-012021-12-310000879526srt:MaximumMemberus-gaap:RestrictedStockMember2021-01-012021-12-310000879526us-gaap:RestrictedStockMember2020-12-310000879526us-gaap:RestrictedStockMember2021-01-012021-12-310000879526us-gaap:RestrictedStockMember2021-12-310000879526us-gaap:RestrictedStockMember2020-01-012020-12-310000879526us-gaap:RestrictedStockMember2019-01-012019-12-310000879526us-gaap:EmployeeStockOptionMember2021-01-012021-12-310000879526us-gaap:EmployeeStockOptionMember2015-03-012021-12-3100008795262021-08-3100008795262021-08-012021-08-3100008795262021-07-310000879526us-gaap:PreferredClassAMember2021-12-310000879526us-gaap:AccumulatedTranslationAdjustmentMember2018-12-310000879526us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2018-12-310000879526us-gaap:AccumulatedTranslationAdjustmentMember2019-01-012019-12-310000879526us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2019-01-012019-12-310000879526us-gaap:AccumulatedTranslationAdjustmentMember2019-12-310000879526us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2019-12-310000879526us-gaap:AccumulatedTranslationAdjustmentMember2020-01-012020-12-310000879526us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2020-01-012020-12-310000879526us-gaap:AccumulatedTranslationAdjustmentMember2020-12-310000879526us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2020-12-310000879526us-gaap:AccumulatedTranslationAdjustmentMember2021-01-012021-12-310000879526us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-01-012021-12-310000879526us-gaap:AccumulatedTranslationAdjustmentMember2021-12-310000879526us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2021-12-3100008795262021-08-312021-08-3100008795262021-09-012021-12-310000879526wnc:PartsServiceSegmentMember2021-01-012021-12-310000879526wnc:TransportationSolutionsSegmentMemberus-gaap:IntersegmentEliminationMember2021-01-012021-12-310000879526us-gaap:IntersegmentEliminationMemberwnc:PartsServiceSegmentMember2021-01-012021-12-310000879526us-gaap:IntersegmentEliminationMember2021-01-012021-12-310000879526wnc:TransportationSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000879526us-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2021-01-012021-12-310000879526wnc:PartsServiceSegmentMember2020-01-012020-12-310000879526wnc:TransportationSolutionsSegmentMemberus-gaap:IntersegmentEliminationMember2020-01-012020-12-310000879526us-gaap:IntersegmentEliminationMemberwnc:PartsServiceSegmentMember2020-01-012020-12-310000879526us-gaap:IntersegmentEliminationMember2020-01-012020-12-310000879526wnc:TransportationSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000879526us-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2020-01-012020-12-310000879526wnc:TransportationSolutionsSegmentMember2019-01-012019-12-310000879526wnc:PartsServiceSegmentMember2019-01-012019-12-310000879526wnc:TransportationSolutionsSegmentMemberus-gaap:IntersegmentEliminationMember2019-01-012019-12-310000879526us-gaap:IntersegmentEliminationMemberwnc:PartsServiceSegmentMember2019-01-012019-12-310000879526us-gaap:IntersegmentEliminationMember2019-01-012019-12-310000879526wnc:TransportationSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000879526us-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2019-01-012019-12-310000879526us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMemberwnc:FiveLargestCustomersMember2021-01-012021-12-310000879526us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMemberwnc:FiveLargestCustomersMember2020-01-012020-12-310000879526us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMemberwnc:FiveLargestCustomersMember2019-01-012019-12-310000879526wnc:NewTrailersMemberwnc:TransportationSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000879526wnc:NewTrailersMemberus-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2021-01-012021-12-310000879526wnc:NewTrailersMemberus-gaap:IntersegmentEliminationMember2021-01-012021-12-310000879526wnc:NewTrailersMember2021-01-012021-12-310000879526wnc:NewTrailersMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2021-01-012021-12-310000879526wnc:TransportationSolutionsSegmentMemberwnc:UsedTrailersMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000879526wnc:UsedTrailersMemberus-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2021-01-012021-12-310000879526wnc:UsedTrailersMemberus-gaap:IntersegmentEliminationMember2021-01-012021-12-310000879526wnc:UsedTrailersMember2021-01-012021-12-310000879526us-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMemberwnc:UsedTrailersMember2021-01-012021-12-310000879526wnc:TransportationSolutionsSegmentMemberwnc:ComponentsPartsandServicesMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000879526wnc:ComponentsPartsandServicesMemberus-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2021-01-012021-12-310000879526wnc:ComponentsPartsandServicesMemberus-gaap:IntersegmentEliminationMember2021-01-012021-12-310000879526wnc:ComponentsPartsandServicesMember2021-01-012021-12-310000879526us-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMemberwnc:ComponentsPartsandServicesMember2021-01-012021-12-310000879526wnc:EquipmentandOtherMemberwnc:TransportationSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000879526wnc:EquipmentandOtherMemberus-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2021-01-012021-12-310000879526wnc:EquipmentandOtherMemberus-gaap:IntersegmentEliminationMember2021-01-012021-12-310000879526wnc:EquipmentandOtherMember2021-01-012021-12-310000879526wnc:EquipmentandOtherMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2021-01-012021-12-310000879526us-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2021-01-012021-12-310000879526wnc:NewTrailersMemberwnc:TransportationSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000879526wnc:NewTrailersMemberus-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2020-01-012020-12-310000879526wnc:NewTrailersMemberus-gaap:IntersegmentEliminationMember2020-01-012020-12-310000879526wnc:NewTrailersMember2020-01-012020-12-310000879526wnc:NewTrailersMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2020-01-012020-12-310000879526wnc:TransportationSolutionsSegmentMemberwnc:UsedTrailersMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000879526wnc:UsedTrailersMemberus-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2020-01-012020-12-310000879526wnc:UsedTrailersMemberus-gaap:IntersegmentEliminationMember2020-01-012020-12-310000879526wnc:UsedTrailersMember2020-01-012020-12-310000879526us-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMemberwnc:UsedTrailersMember2020-01-012020-12-310000879526wnc:TransportationSolutionsSegmentMemberwnc:ComponentsPartsandServicesMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000879526wnc:ComponentsPartsandServicesMemberus-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2020-01-012020-12-310000879526wnc:ComponentsPartsandServicesMemberus-gaap:IntersegmentEliminationMember2020-01-012020-12-310000879526wnc:ComponentsPartsandServicesMember2020-01-012020-12-310000879526us-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMemberwnc:ComponentsPartsandServicesMember2020-01-012020-12-310000879526wnc:EquipmentandOtherMemberwnc:TransportationSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000879526wnc:EquipmentandOtherMemberus-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2020-01-012020-12-310000879526wnc:EquipmentandOtherMemberus-gaap:IntersegmentEliminationMember2020-01-012020-12-310000879526wnc:EquipmentandOtherMember2020-01-012020-12-310000879526wnc:EquipmentandOtherMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2020-01-012020-12-310000879526us-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2020-01-012020-12-310000879526wnc:NewTrailersMemberwnc:TransportationSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000879526wnc:NewTrailersMemberus-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2019-01-012019-12-310000879526wnc:NewTrailersMemberus-gaap:IntersegmentEliminationMember2019-01-012019-12-310000879526wnc:NewTrailersMember2019-01-012019-12-310000879526wnc:NewTrailersMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2019-01-012019-12-310000879526wnc:TransportationSolutionsSegmentMemberwnc:UsedTrailersMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000879526wnc:UsedTrailersMemberus-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2019-01-012019-12-310000879526wnc:UsedTrailersMemberus-gaap:IntersegmentEliminationMember2019-01-012019-12-310000879526wnc:UsedTrailersMember2019-01-012019-12-310000879526us-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMemberwnc:UsedTrailersMember2019-01-012019-12-310000879526wnc:TransportationSolutionsSegmentMemberwnc:ComponentsPartsandServicesMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000879526wnc:ComponentsPartsandServicesMemberus-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2019-01-012019-12-310000879526wnc:ComponentsPartsandServicesMemberus-gaap:IntersegmentEliminationMember2019-01-012019-12-310000879526wnc:ComponentsPartsandServicesMember2019-01-012019-12-310000879526us-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMemberwnc:ComponentsPartsandServicesMember2019-01-012019-12-310000879526wnc:EquipmentandOtherMemberwnc:TransportationSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000879526wnc:EquipmentandOtherMemberus-gaap:OperatingSegmentsMemberwnc:PartsServiceSegmentMember2019-01-012019-12-310000879526wnc:EquipmentandOtherMemberus-gaap:IntersegmentEliminationMember2019-01-012019-12-310000879526wnc:EquipmentandOtherMember2019-01-012019-12-310000879526wnc:EquipmentandOtherMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2019-01-012019-12-310000879526us-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2019-01-012019-12-310000879526wnc:ExtractTechnologyMember2021-04-012021-06-3000008795262021-01-012021-03-3100008795262020-10-012020-12-3100008795262020-04-012020-06-3000008795262021-07-012021-09-3000008795262021-10-012021-12-3100008795262020-01-012020-03-3100008795262020-07-012020-09-3000008795262019-01-012019-03-3100008795262019-04-012019-06-3000008795262019-07-012019-09-3000008795262019-10-012019-12-31

    
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, 2021
or
☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File Number: 001-10883
WABASH NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
wnc-20211231_g1.jpg
52-1375208
(State of Incorporation)(IRS Employer Identification Number)
3900 McCarty Lane
LafayetteIndiana47905
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (765) 771-5310
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 Par ValueWNCNew York Stock Exchange
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☒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, 2021 was approximately $798,392,496 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 16, 2022 was 48,755,516.
Part III of this Form 10-K incorporates by reference certain portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be filed within 120 days after December 31, 2021.



WABASH NATIONAL CORPORATION
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2021
TABLE OF CONTENTS
Page
   
   
   
   
   
   
   
   
   
   
   
   
   
   
  
   
   
   
   
   
   
  
   
   
 



2
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. Forward-looking statements convey the Company’s current expectations or forecasts of future events. Our “forward-looking statements” include, but are not limited to, statements regarding:
▪the highly cyclical nature of our business;
▪demand for our products and the sensitivity of demand to economic conditions;
▪economic weakness and its impact on the markets and customers we serve;
▪our backlog and indicators of the level of our future revenues;
▪the COVID-19 pandemic, or other outbreaks of disease or similar public health threats;
▪reliance on a limited number of suppliers of raw materials and components, price increases of raw materials and components, and our ability to obtain raw materials and components;
▪our ability to attract and retain key personnel or a sufficient workforce;
▪our ability to execute on our long-term strategic plan and growth initiatives or to meet our long-term financial goals;
▪our ability to successfully execute our strategic initiatives;
▪volatility in the supply of vehicle chassis and other vehicle components;
▪changes in our customer relationships or in the financial condition of our customers;
▪significant competition in the industries in which we operate including offerings by our competitors of new or better products and services or lower prices;
▪our competition in the highly competitive specialized vehicle industry;
▪market acceptance of our technology and products or market share gains of competing products;
▪disruptions of manufacturing operations;
▪reliance on information technology to support our operations and our ability to protect against service interruptions or security breaches;
▪current and future governmental laws and regulations and costs related to compliance with such laws and regulations;
▪increased risks of international operations;
▪changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences;
▪the effects of product liability and other legal claims;
▪climate change and related public focus from regulators and various stakeholders;
▪impairment in the carrying value of goodwill and other long-lived intangible assets;
▪our ability to continue a regular quarterly dividend;
▪our ability to generate sufficient cash to service all of our indebtedness;
▪our indebtedness, financial condition and fulfillment of obligations thereunder;
▪changes to U.S. or foreign tax laws and the effects on our effective tax rate and future profitability;
▪provisions of our New Senior Notes which could discourage potential future acquisitions of us by a third party;
▪the risks related to restrictive covenants in our New Senior Notes indenture and Revolving Credit Agreement (each, as defined below), including limits on financial and operating flexibility;
▪price and trading volume volatility of our common stock; and
▪assumptions relating to the foregoing.
3
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.
4
PART I
ITEM 1—BUSINESS
Overview
Wabash National Corporation, which we refer to herein as “Wabash,” 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, transportation, logistics, and distribution industry parts and services, and specialty food grade processing 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 engineering 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, it’s our focus on people, purpose, and performance that drives us to do better. 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 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.
Segment Realignment
The One Wabash organizational transformation began during the first quarter of 2020 to better align resources and processes on serving the customer and to enable long-term growth. In connection with the substantial completion of our One Wabash strategic initiatives, including organizational and structural changes as well as portfolio rationalization, beginning in September 2021 we realigned our operating and reportable segments based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this realignment, we have established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”), and eliminated the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) segments. Accordingly, historical segment operating information and disclosures have been revised to conform to the current period segment presentation. Refer to the “Operating Segments” section below and Note 19 in the Notes to Consolidated Financial Statements for additional discussion regarding segments. In addition, refer to Note 5 for the impact thereof to the evaluation of recorded goodwill balances.
5
Rebranding
In January 2022, Wabash National Corporation and its portfolio of brands rebranded as Wabash® and began a significant shift in the Company’s go-to-market brand strategy. This marks a milestone in the Company’s transformation, following two years of accomplishments in our reorganization, new customer acquisition, and strategic growth as One Wabash. The rebrand is a reflection of our efforts and how we go-to-market with a powerful brand strategy designed to carry all of our legacy brands into the future.
The decision to make a significant shift in our brand strategy was precipitated by changes happening in the markets we serve. Transportation, logistics, and distribution is going through a momentous transition as it adapts to a compilation of forces:
▪Changing dynamics across the value chain and logistics models of delivery
▪Increased dependence of supply chain security as an outcome of the COVID-19 pandemic
▪Increasingly agile and networked ecosystems enabled by new technologies
▪Advanced, disruptive material composites expanding possibilities of freight
▪Corporate stalwarts with increasing power, influence, and capabilities
▪Shifting societal attitudes around sustainability, diversity and inclusion
Wabash aims to be a visionary leader that drives the changing business of transport in ways that move the entire industry forward.
We see a different future reality than our competition in the context of social, technological, and logistics changes, and we’ve chosen to go down a substantially different path to re-shape the industry and pull that future forward for our customers. We saw how logistics changes would disrupt the industry and result in customers buying from one source, in one way, from first to final mile. We saw the need to radically change how products are conceived and designed upfront in engineering with new technologies to make leap-frog improvements in quality and consistency. We had the foresight to develop and commercialize a new composite technology that can deliver breakthrough value to customers. Going forward, we see the need to expand connectivity from the source all the way to the home to ensure food safety versus myopically focusing on point solutions.
As of January 2022, we market nearly all products in our Transportation Solutions and Parts & Services segments as Wabash® and no longer market the following brand names: Wabash National®, Benson®, Brenner® Tank, Brenner Tank Services, Bulk Tank International, Supreme®, Supreme Upfit Solutions and Service, Tower Structural Laminating, Transcraft®, Walker® Engineered Products, and Walker Transport. In addition, we no longer market the product brands ArcticLite®, Kold King®, Iner-City® and Spartan.
The Company will continue to market DuraPlate®, DuraPlateHD®, DuraPlate AeroSkirt®, and AeroSkirt CX®, as well as the new EcoNex™ Technology brand for our proprietary molded structural composite.
The rebranding decision resulted in non-cash impairment charges of approximately $28.3 million during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. Refer to Note 5 in the Notes to Consolidated Financial Statements for additional information on this impairment charge.
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. These principles are centered around lean thinking and state that lean application must extend across and throughout our entire enterprise, not only our manufacturing processes. 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 structure enables long-term 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.
6
Impact of Coronavirus (“COVID-19”)
In March 2020, a global pandemic was declared by the World Health Organization (the “WHO”) related to COVID-19. This pandemic created significant uncertainties and disruptions in the global economy and continues to have an ongoing impact on certain aspects of our business. We continue to closely monitor the pandemic and remain focused on the health and safety of our employees, as well as the health of our business. 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
Beginning in September 2021 we realigned our operating and reportable segments based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this realignment, we established two operating and reportable segments: TS and P&S, and eliminated the historical CTP, DPG, and FMP segments. Additional information related to the composition of each segment, as well as the historical segment for each component, is set forth below.
Transportation SolutionsParts & Services
■ Dry & Refrigerated Van Trailers (Historical CTP Segment)■ Aftermarket Parts & Services (All Historical Segments)
■ Platform Trailers (Historical CTP Segment)■ Truck Body Upfitting Solutions (Historical FMP Segment)
■ Tank Trailers & Truck-Mounted Tanks (Historical DPG Segment)■ Food, Dairy, and Beverage Equipment (Historical DPG Segment)
■ Truck-Mounted Dry & Refrigerated Truck Bodies (Historical FMP Segment)
■ DuraPlate® Components & Parts (Historical DPG Segment)
■ EcoNex™ Technology Products (Historical CTP & FMP Segments)
Transportation Solutions
The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and our wood flooring production facility, all of which were previously reported in the CTP segment. The Company’s EcoNex™ Technology products that were historically included in both the CTP and FMP segments are now reported in the TS segment. In addition, the TS segment includes tank trailers and truck-mounted tanks that were historically reported in the DPG segment. Finally, truck-mounted dry and refrigerated bodies and service and stake bodies that were previously reported in the FMP segment are also in the TS segment. Refer to the “Products” section below for additional information and details related to the TS segment’s product offerings.
Parts & Services
The P&S segment is comprised of each of our historical segments’ parts & services businesses as well as the upfitting component of our truck bodies business. In addition, our Composites products, which are focused on the use of DuraPlate® composite panels beyond the semi-trailer market, are also part of the P&S segment (previously reported in the DPG segment). Finally, the P&S segment includes the Company’s Engineered Products business (previously reported in the DPG segment), including stainless-steel storage tanks and silos, mixers, and processors for a variety of end markets. As disclosed throughout this Annual Report on Form 10-K for the year ended December 31, 2021, growing and expanding our parts and services offerings is a key strategic initiative for us moving forward. Refer to the “Products” section below for additional information and details related to the P&S segment’s product offerings.
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 new segment structure aligns 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.
7
COLD CHAIN■ Expand share in markets driven by movement of goods through the temperature-controlled cold chain
■ Bring differentiated solutions to create customer value by leveraging innovative technology offerings, including product offerings, such as EcoNex™ and Wabash Cargo Van Refrigerated Inserts
E-COMMERCE & LOGISTICS DISRUPTION■ Addition of lightweight trailer offerings for power only use
■ Augment truck body offerings to include vehicles specifically engineered to facilitate efficient home delivery of small packages
■ Leverage portfolio of lighter-weight composite technology to partner with electric chassis manufacturers
PARTS & SERVICES■ Pursue 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
■ Unify 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
▪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 five consecutive years
Share Repurchases:
§ Opportunistically repurchase shares
§ Offset dilution from stock-based compensation

8
Industry and Competition
Trucking in the U.S., according to the American Trucking Association (“ATA”), was estimated to be a $732.3 billion industry in 2020, representing approximately 80% of the total U.S. transportation industry revenue. From a financial (e.g., value) industry perspective, this represents a decrease of approximately 7.5% from ATA’s 2019 estimate but is consistent from the prior year as a percentage of the total U.S. transportation industry revenue (80%). Furthermore, ATA estimates that approximately 72.5% of all domestic freight tonnage in 2019 was carried by trucks, and 300.1 billion miles were traveled by registered trucks in 2019. 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, which was 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, when the most recent cycle concluded. 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”), total U.S. trailer production in 2020 was approximately 206,000 trailers, which is generally below normal replacement demand levels. This represented a 38% decrease from 2019 production. However, 2021 recovered to production of approximately 266,000 trailers, which is more generally consistent with historic levels. The current estimate from ACT for 2022 United States trailer production is 298,000, representing an increase from 2021 of approximately 12%. 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 EcoNexTM Technology as well as our expertise in the engineering and design of customized products.
The tank trailers component of our Transportation Solutions segment and the engineered products component of our Parts & Services segment, in most cases, participate in markets different from our historical core van and platform trailer product offerings. The customers and end markets that these components serve are broader and more diverse than the van and platform trailer industries, including the dairy, food and beverage, pharmaceutical, chemical, craft brewing, biotech, 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.
The truck body component of our Transportation Solutions 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 proximity to customers, and the ability to manufacture a product customized to customer specifications. With our national presence, diverse product offerings, and One Wabash approach to customer relationships, we believe that we are well positioned to meet the competitive challenges presented. In addition, a growing part of the truck body product line is directly aligned with our trailer customers.
Human Capital Resources and Management
As of December 31, 2021, we had approximately 6,200 full-time employees. Throughout 2021, essentially all of our active employees were non-union. Our temporary employees represented approximately 6% of our overall production workforce as of December 31, 2021.
9
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 define engagement as a deep connection and sense of purpose at work that creates extra energy and commitment. Our goal is to engineer a winning culture that is designed to execute the Company’s strategic plan. Over the long-term, we seek better outcomes from having a highly engaged and values-aligned workforce, including higher retention, higher productivity, better customer satisfaction, better quality, and better safety. 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 – One of our company values is Always Learn. We put that into practice by offering our own welding and skills training courses, self-directed learning modules and an executive leadership development program at no cost to employees. Additionally, we host a wide variety of learning and development opportunities through our custom-tailored Learning Management System — Wabash U. Our employees have access through an online portal to thousands of self-directed and instructor-led courses on a variety of professional development topics. Our employees also have access to WMS University (“WMS U”), which was developed and accredited by Purdue University’s Dauch Center for the Management of Manufacturing Enterprises and TP3 Institute for smart manufacturing. WMS U teaches participants about our WMS systems and tools in our lean enterprise, the goal of which is to equip our employees with the knowledge to live WMS principles every day.
Targeted learning and development opportunities are also created through external partnerships, including special development programs for front line leaders, as well as focused executive development across a variety of topics. Full-time Wabash employees can pursue various courses, undergraduate and graduate degree programs, or relevant certifications at an accredited college or university without added financial burden by using our Accelerator tuition reimbursement program. We provide all employees a wide range of professional development experiences, both formal and informal, at all stages in their careers. In addition, Wabash employees and dependents of employees are eligible for a variety of scholarships offered by Wabash and the industry associations to which we belong. We support the youth in our communities through program funding, training programs, internships, and co-ops. We also sponsor youth clubs in our communities, including robotics clubs, STEM programs, and the Purdue University’s Women in Engineering Program. In 2021, we awarded 10 high school graduates with Wabash scholarships totaling $50,000.
▪Focus on Safety – At Wabash, safety is our first priority. We prioritize the safety of our employees, our customers, and our communities. We demonstrate this core value by working on innovations to protect the people who operate our equipment. In addition, we partner with other manufacturers in the industry to further promote safety by sharing best practices and ideas for implementing higher standards.
We continually focus on reducing the severity and frequency of workplace injuries to create a safe environment for our employees. 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 and report near-misses 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”). TRIR in 2021 was 5.2, which is one of the Company’s best-ever years for TRIR performance, 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 implemented a software platform to proactively mitigate safety risks by driving business decisions based on actionable insights and advanced analytics.
10
Our safety awards include:
◦2020 Truck Trailer Manufacturers Association Plant Safety Awards (Fond du Lac, WI, and San José Iturbide, Guanajuato, Mexico)
◦2019 Truck Trailer Manufacturers Association Plant Safety Award (New Lisbon, WI)
◦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)
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.
▪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 is committed to having a workforce that is diverse and embraces inclusion 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 demonstrate our inclusive culture and are part of our Leadership Principles (“Embrace Diversity and Inclusion”). 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 place special focus on preventing pay imbalances among genders, including proactive adjustments to pay, titles, and/or benefits to prevent gender pay gaps.
In 2021, 62% of our total hourly hires were women and minorities, and 42% of total salaried hires in 2021 were women and minorities.
▪Compensation and Benefits – Wabash is dedicated and committed to providing a comprehensive total compensation and benefits program that is competitive within the local market as well as the industries we serve. Our compensation and benefits program not only ensures external market competitiveness and internal equity, but it also maintains a strong emphasis on performance. The tenets of our compensation philosophy are:
◦Compensation is calibrated to market to facilitate access to needed talent.
◦Compensation is transparent to help employees clearly understand all components of their compensation.
◦Compensation is connected to individual performance and, in some cases, performance of the organization.
◦Compensation enables purpose by being connected to the Company’s values and leadership principles.
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.
11
▪Community Involvement – Wabash’s charitable giving program combines volunteer work with financial support to make a meaningful, lasting impact on our communities. We actively partner with nonprofit groups and projects to donate time, needed materials and financial resources to support the communities where we live and work. We place special emphasis on combating food insecurity in our communities, as well as supporting children and veterans. We believe that enriching the lives of those around us is a powerful investment in our future. Involvement in our communities is unique to our various locations. In 2021, we donated more than $550,000 through corporate gifts and employee donations to nonprofit organizations, including but not limited to, United Way, Junior Achievement, Purdue Foundation, YWCA, YMCA, local schools and more. 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. In 2021, employees volunteered at local homeless shelters, veteran services agencies, local agriculture organizations, food pantries, local schools’ leadership and career readiness programs, Junior Achievement, Salvation Army, Wreaths Across America, and youth athletics and arts programs.
Our 2020 Corporate Responsibility Report is available on our website (ir.onewabash.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 EcoNexTM Technology. In connection with our Cold Chain strategic initiative, a refrigerated trailer with EcoNexTM Technology is up to 30% more thermally efficient than a conventional refrigerated van, and is lighter with greater strength and durability. During 2021, we received the 2021 Indiana Manufacturers Association’s Manufacturing Excellence Award for Innovation for our EcoNexTM Technology. We are leveraging this innovative technology in other facets of our business, such as the final mile and home delivery 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 2021, our zero-emission composite refrigerated trailer was recognized as a Top 20 Product by Heavy Duty Trucking.
In addition, during the first quarter of 2021 we entered into an agreement with Gruau SAS to manufacture their refrigerated van inserts. These 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.
During the fourth quarter of 2021, we announced plans to launch a walk-in cargo van by 2023, adding to our expanding portfolio of home delivery solutions and a product line critical in supporting key customer efforts to efficiently scale home delivery driven by e-commerce. This announcement came shortly after our launch of a next-generation grocery delivery vehicle that features our innovative EcoNexTM Technology.
Finally, we announced in December 2021 that we partnered with Purdue University to accelerate the Company’s speed to market with proprietary, innovative products. The partnership connects Wabash to Purdue’s Office of Industry Partnerships, allowing us to leverage Purdue University’s resources to deliver new and improved sustainability-focused solutions to the transportation, logistics, and distribution industries.
12
▪Significant Brand Recognition – In January 2022, Wabash National Corporation and its portfolio of brands rebranded as Wabash® and began a significant shift in the Company’s go-to-market brand strategy. This rebranding provides the foundation to build upon our history of being one of the most widely recognized brands in the industry, recognized for quality, performance, and innovation leadership.
▪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 and Cadiz, Kentucky 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.
▪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 platform trailer distribution network consists of 64 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 commercial network consists of more than 1,000 partners. Our commercial network primarily serves mid-market and smaller sized carriers and private fleets in the geographic region where the partner 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 focus on innovative and breakthrough technologies within two operating segments.
13
Our current Transportation Solutions segment primarily includes the following products:
▪Van, Platform, and Tank Trailers
◦Dry Van Trailers. The dry van market represents our largest product line and includes trailers sold under the DuraPlate® and DuraPlate HD® trademarks. Our DuraPlate® trailers utilize a proprietary technology that consists of a composite plate wall for increased durability and greater strength. In addition, we have introduced DuraPlate® Cell Core, a modified DuraPlate® panel that reduces the weight of a conventional 53-foot DuraPlate® trailer by 300 pounds.
◦Platform Trailers. Platform trailers were sold under the Transcraft® and Benson® trademarks until the January 2022 rebranding as Wabash®. 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 were sold under the ArcticLite® trademark until the January 2022 rebranding as Wabash® 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. As previously discussed, our refrigerated trailer with EcoNex™ 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 refrigerated trailer with EcoNex™ Technology increases cube capacity and eliminates corrosion issues of conventional refrigerated trailers. The EcoNex™ sidewalls, nose, and roof provide up to 2x the puncture resistance of standard liners, keeping maintenance costs at a minimum.
◦Tank Trailers. Our tank trailer offerings include several products dedicated to transportation solutions. These brands included WalkerTM Transport, Brenner® Tank, and Bulk Tank International until the January 2022 rebranding as Wabash®. Our product offerings in this component of the TS segment include stainless steel and aluminum tank trailers for the dairy, food and beverage, oil, gas, and chemical end markets, dry bulk trailers, and fiberglass reinforced poly tank trailers.
◦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.
▪Truck Bodies and Related 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. Until January 2022’s rebranding as Wabash®, these signature van bodies were marketed under the Supreme® brand name.
◦Cutaway Van Bodies. An ideal route truck for a variety of commercial applications, these van bodies are manufactured on cutaway chassis which allow access from the cab to the cargo area. Borrowing many design elements from our larger van bodies, the cutaway van bodies are shorter in length (8 to 18 feet) than a typical van body. Until January 2022’s rebranding as Wabash®, these cutaway van bodies were marketed under the Iner-City® product brand.
◦Service Bodies. Built on a cutaway chassis and constructed of FiberPanel PW or DuraPlate®, the cargo van service body 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 cargo van body is a bridge product for those moving up from a traditional cargo van into the truck body category. Until January 2022’s rebranding as Wabash®, these service bodies were marketed under the Spartan product brand.
14
◦Insulated Van Bodies. Insulated van 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. Until January 2022’s rebranding as Wabash®, these insulated van bodies were marketed under the Kold King® brand name.
◦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.
◦Light-Duty Refrigerated Bodies with EcoNexTM Technology. Our new light-duty, home delivery refrigerated truck body with EcoNexTM Technology is designed to maximize both cargo capacity and delivery productivity on sub-10,000 GVWR chassis. The purpose-built design facilitates a rack and tote system unique to the food distribution industry while creating easy access to separate temperature zones for fresh and frozen goods.
▪Other Transportation Solutions Components
◦Used Trailers. These products include the sale of used trailers through our used fleet sales center to facilitate additional new trailer sales with a focus on selling both large and small fleet trade packages to the wholesale market.
◦Wood Products. We manufacture laminated hardwood oak flooring used primarily in our dry van trailer products at our manufacturing operations located in Harrison, Arkansas.
Our current Parts & Services segment primarily includes the following products:
▪Upfit, Parts, and Services Offerings
◦Aftermarket Parts and Services. Aftermarket component products are manufactured to provide continued support to our customers throughout the life-cycle of the trailer. Utilizing our on-site service centers, we provide a wide array of quality aftermarket parts and services to our customers. In addition, we provide parts and maintenance and repair services for tank trailers and other related equipment through our five tank service centers.
◦Truck Body Upfitting, Parts, and Services. Through our truck body upfitting locations, we offer solutions to help customize and ensure our products meet the needs of our customers. Offerings include aluminum and steel flatbed bodies, shelving for package delivery, partitions, roof racks, hitches, thermal solutions, liftgates, and more. We also offer direct-line access to truck body repair parts and provide other services such as door repair and replacement, collision repair, and basic maintenance. We currently have six locations throughout the United States for truck body parts and services, five of which also offer upfitting services.
▪Engineered Products
◦Engineered Products. Our engineered products component was marketed under the Walker Engineered Products brand through January 2022 until the Company rebranded as Wabash®. Product offerings include stainless steel storage tanks and silos, mixers, and processors for the dairy, food and beverage, pharmaceutical, chemical, craft brewing, and biotech 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 second quarter of 2021 we sold the Extract Technology® business. Extract Technology® manufactured 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.
▪Other Parts & Services Product Offerings
◦Composites. Our Composites products focus 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.
◦Used Trailers. These products include the sale of used trailers that do not occur through our used fleet sales center.

15
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 30%, 21%, and 27% of our aggregate net sales in 2021, 2020 and 2019, 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.
We have established relationships as a supplier to many large customers in the transportation industry for our dry and refrigerated van products, platform trailers, and tank trailers, 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.; and Werner Enterprises, Inc.
▪Less-Than-Truckload Carriers: FedEx Corporation; Old Dominion Freight Lines, Inc.; R&L Carriers Inc.; and Saia, Inc.
▪Refrigerated Carriers: K&B Transportation, Inc.; Prime, Inc.; and Southern Refrigerated Transport, Inc.
▪Leasing Companies: Penske Truck Leasing Company; Ryder System, Inc.; and Wells Fargo Equipment Finance, Inc..
▪Private Fleets: C&S Wholesale Grocers, Inc.; Dollar General Corporation; Kroger; Safeway, Inc.; and Walmart.
▪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 engineered products component of the Parts & Services segment we also sell our products to other customers including, but not limited to, GlaxoSmithKline Services Unlimited and W.M. Sprinkman.
In addition, we sell our truck bodies to fleet leasing customers and direct customers including, but not limited to: Amazon.com; Budget Truck Rental, LLC; Enterprise Holdings, Inc.; Penske Truck Leasing Company; Rent-A-Center; and Ryder System, Inc.
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. While we manage some of our commodity price changes by entering into fixed price contracts with our suppliers and through financial derivatives, raw material costs as a percentage of net sales for 2021 increased compared to 2020. 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 2022 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 continue to 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 hedge certain commodities that have the potential to significantly impact our results of operations.

16
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, 2021 was approximately $2,526 million, which is an increase of 70% from the backlog as of December 31, 2020 of $1,482 million. This increase from 2020 is related to, in part, shortages of raw materials, components, and labor, as well as increased demand for our products in 2022. We believe our backlog of orders is strong as of December 31, 2021. We generally expect to complete the majority of our backlog orders as of December 31, 2021 within the next 12 months.
Patents and Intellectual Property
We hold or have applied for 147 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 152 patents or registered designs in foreign countries. Our patents include intellectual property related to the manufacture of trailers, containers, truck bodies, platform trailers, tanks, and other engineered products—all of which we believe offer us a significant competitive advantage in the markets in which we compete.
Many of our patents include intellectual property related to the manufacture of trailers, containers, truck bodies, platforms, and rail cars using our proprietary EcoNex™ Technology. Our EcoNex™ Technology is a molded structural composite technology and these patents and patent applications cover the use of extruded foam bricks assembled and cured together in different configurations with resins and fiber mats to create various components and structures including, for example, wall panels and flooring assemblies. We believe the intellectual property related to this use of 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.
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, including DuraPlate AeroSkirt®. 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 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.
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 trailer industry components. These products have become highly desirable and are recognized for their innovation in the markets we serve. These patents 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 49 trademarks in the U.S. as well as 65 trademarks in foreign countries. These trademarks include the Wabash® brand as well as trademarks associated with our proprietary products such as DuraPlate®, Transcraft Eagle®, MaxClearance® Overhead Door System, Trust Lock Plus®, EZ-7®, DuraPlate Aeroskirt®, Aeroskirt CX®, DuraPlate HD®, Lock-Rite®, and EZ-Adjust®. Subsequent to December 31, 2021, we also applied for the EcoNex™ Technology trademark in the U.S., Canada, Mexico, and Australia to cover our proprietary molded structural composites technology featured in many of our refrigerated solutions. We believe all of 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.
17
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.onewabash.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.
Information About Our Executive Officers
The following are the executive officers of the Company:
NameAgePosition
Brent L. Yeagy51President and Chief Executive Officer, Director of the Board of Directors
M. Kristin Glazner44Senior Vice President, General Counsel and Chief Human Resources Officer, Corporate Secretary
Kevin J. Page60Senior Vice President, Customer Value Creation
Michael N. Pettit47Senior Vice President and Chief Financial Officer
Dustin T. Smith44Senior Vice President, Chief Strategy Officer
Brent L. Yeagy.  Since June 2018, Mr. Yeagy has been responsible for the strategic direction and operations of Wabash 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 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, 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 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, Ms. Glazner was an attorney with the law firm Baker & Daniels LLP (now Faegre Drinker Biddle & Reath 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.
18
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 in February 2017 as Vice President and General Manager, Final Mile and Distributed Services. Prior to Wabash, 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 in 2012 as Director of Finance for Commercial Trailer Products. Prior to Wabash, 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, Chief Strategy Officer on June 4, 2021. He previously served as Senior Vice President, Global Operations from March 2020 to June 2021. Mr. Smith joined Wabash in 2007 and has held a number of positions with increasing responsibility, including Director of Finance, Director of Manufacturing, Vice President of Manufacturing, Senior Vice President and General Manager - Commercial Trailer Products, and Senior Vice President and Group President - Commercial Trailer Products. Prior to Wabash, 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 18+ 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 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
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, limitations on vehicle weight, size, and configuration, 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.
19
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, inflationary pressures, 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.
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 generally be produced in the next 12 months. Orders that comprise our backlog may be subject to changes in quantities, delivery, specifications and terms, or cancellation. Our backlog recently increased due to strong demand, as well as shortages of materials, and labor, and may not remain at such levels in the future. 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.
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 disrupted our operations, significantly impacted economic activity and markets worldwide, and 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, labor shortages within our facilities and/or absenteeism, increased employee turnover, 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 and may result in adverse effects on 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.
20
▪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 and new phases of the outbreak 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 caused a global economic slowdown and recession. Deteriorating economic and political conditions and uncertainty caused by the COVID-19 pandemic, such as increased unemployment, changes 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.
▪Vaccine and testing mandates may be announced or implemented in jurisdictions in which our businesses operate. It is currently not possible to predict the scope of such requirements or the impact they may have on our workforce. Our implementation of these requirements may result in increased costs in connection with compliance, attrition, and difficulty securing future labor needs, which could have a material adverse effect on our business, financial condition, and results of operations.
▪Some of our employees continue to work remotely, which may bring additional information technology and data security risks.
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 (including any variants), the severity of the disease and the actions 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.
We have a limited number of suppliers of raw materials and components; increases in the price of raw materials and components or the inability to obtain raw materials and components 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 raw materials and key components in the manufacturing of our products, such as tires, landing gear, axles, suspensions, specialty steel coil, stainless steel, plastic, aluminum and lumber. There have been, and may continue to be, shortages of supplies of raw materials or components (recently including foam insulation, suspension components and wiring), or our suppliers may place us on allocation, which has and would continue to have an adverse impact on our ability to meet demand for our products. Disruptions to the supply chain, shortages and allocations of raw materials and components have resulted and may continue to result in an increased backlog of orders for trailers and certain other products and inefficient operations, and in some cases may produce a build-up of inventory, all of which can negatively affect our working capital position, increase costs that are passed on to customers and delay our ability to fulfill customer orders. 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. In addition, price volatility and changes in the availability of commodities we purchase, which have fluctuated significantly in the past, impact the pricing of raw materials, can increase production costs and could have negative impacts on our operating margins.
Increases in consumer demand following the initial economic downturn of the COVID-19 pandemic have disrupted the global supply chain, which interfered with our ability to receive raw materials, components and commodities as scheduled and at expected costs. Such disruptions have been compounded with logistical factors that include reduced freight, railway, trucking and air capacity and delays, shortages of shipping containers and chassis, natural disasters and severe weather conditions, trade conflicts and labor availability constraints, which have resulted in increased transportation costs, shortages of raw materials, components and commodities, inefficient order fulfillment and significant order backlogs. Supply chain disruptions due to pandemic events and compounding factors, which may also include capacity constraints, effects of economic downturn, cybersecurity threats, geopolitical uncertainties and other related interferences could have a material adverse effect on our business, financial condition, cash flows and results of operations.
21
The inability to attract and retain key personnel or a sufficient workforce 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. Low unemployment and tight labor markets have impacted and may continue to negatively impact our ability to retain a sufficient workforce of qualified personnel. The labor shortage, increased competition in the hiring market, high employee turnover rates and the resulting impacts of increased recruitment costs, wages and training and related inefficiencies, have disrupted and may continue to disrupt our ability to meet consumer demands and expectations. 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 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, including continuing to expand and develop our parts and services offerings; leverage acquired businesses and assets to grow sales with our existing products; design, develop, and commercialize 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, joint ventures, 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.
Our strategic initiatives 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 us 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, including continuing to expand and develop our parts & services operating segment. 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 customer base and distribution channel expansion. We also expect future acquisitions and joint ventures to form a key component of strategic diversification. Diversification through acquisitions and joint ventures involve identifying and executing on transactions and managing successfully the integration and growth of 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 our expectations, 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 truck body product line.
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.
22
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 adversely affect our customers. Furthermore, we are subject to a concentration of risk as the five largest customers together accounted for approximately 30% of our aggregate net sales in 2021. 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 changes or 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. Manufacturing over-capacity and high leverage of some of our competitors, along with bankruptcies and financial stresses that affected the industry, have in the past contributed, and may in the future contribute 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 truck body product lines compete 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 truck body products. 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 customers’ needs. 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.
A number of our competitors followed our leadership in the development and use of composite sidewalls that brought 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 U.S. and foreign patents and patent applications on various components and techniques utilized in our manufacturing of transportation equipment and products with expiration dates ranging from 2022 to 2041. 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.
23
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, three liquid-transportation systems facilities in New Lisbon, Wisconsin; Fond du Lac, Wisconsin; and Queretaro, Mexico, two engineered products facilities in New Lisbon, Wisconsin; and Elroy, Wisconsin, five truck body facilities in Goshen, Indiana; Cleburne, Texas; Griffin, Georgia; Jonestown, Pennsylvania; and Moreno Valley, California, produce composite products in Lafayette, Indiana, and produce our EcoNexTM products in Little Falls, Minnesota. 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 a material adverse effect on our business, financial condition, cash flows and results of operations. Similarly, if one or 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.
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, some of which are managed by third parties, to integrate departments and functions, enhance the ability to service customers, improve our control environment, and manage our cost reduction initiatives. We also collect and store certain sensitive data in data centers owned by third parties and on information technology networks. The secure maintenance and operation of these data centers and information technology networks is critical for our business operations and strategy. We have put in place a number of systems, processes, and practices designed to protect against the failure of our technologies, as well as the misappropriation, 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.
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 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;
24
▪Uncertainty regarding liability for services and content;
▪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; and
▪Different expectations regarding working hours, work culture and work-related benefits.
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. 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, could materially damage our reputation, brand, and business, our efforts to diversify our business, and our ability to attract and retain employees, and could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Changes in U.S. 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 previously 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.
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.
25
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.
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. As of December 31, 2021, goodwill allocated to our TS and P&S segments was approximately $120.5 million (or 64% of our total goodwill) and $67.9 million (or 36% of our total goodwill), respectively. 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 (until the non-cash impairment charge discussed below), 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. Approximately $28.3 million of non-cash impairment charges are included in our 2021 results related to trade name and trademark intangible assets associated with non-Wabash trade names or brand names which we no longer plan to use. If any business conditions or other factors cause profitability or cash flows to significantly decline, we may be required to record an additional 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.
There is no assurance that we will have the ability to continue a regular quarterly dividend.
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 Agreement (as defined below). 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 Agreement or changes in the credit our suppliers provide to us, could rapidly exhaust our liquidity.
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.
26
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 New Senior Notes and the Revolving 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.
Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations thereunder.
As of December 31, 2021, we had approximately $433.1 million of total indebtedness, and approximately $186.3 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 $4.0 million in the aggregate per quarter.
Our debt level could have significant consequences on future operations and financial position. For example, it could:
▪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.
Changes to U.S. or foreign tax laws could affect our effective tax rate and our future profitability.
Tax rates in various jurisdictions may be subject to significant change. 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.
Provisions of the New Senior Notes could discourage a potential future acquisition of us by a third party.
Certain provisions of the New 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 New Senior Notes will have the right, at their option, to require us to repurchase all of their New Senior Notes, as applicable, or any portion of the principal amount of such New Senior Notes, as applicable. In addition, the indentures governing the New Senior Notes prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the New Senior Notes. These and other provisions of the New Senior Notes could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to our stockholders.
27
Our New 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 New Senior Notes indenture and Revolving Credit Agreement 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% 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.
As of December 31, 2021, we believe we are in compliance with the provisions of our New Senior Notes indenture and our Revolving Credit Agreement. 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.
ITEM 1B—UNRESOLVED STAFF COMMENTS
None.
28
ITEM 2—PROPERTIES
We have manufacturing and retail operations located throughout the United States as well as a facility in Mexico. Properties owned by Wabash are subject to security interests held by our lenders. We believe the facilities we are now using, as well as any planned capacity expansions, 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.
Location
 
Owned or Leased
 
Description of Primary Activities at Location
 
Primary Segment and Products
Cadiz, Kentucky Owned/Leased Manufacturing Transportation Solutions (Platform Trailers)
Cleburne, Texas
 
Owned/Leased
 
Manufacturing
 
Transportation Solutions and Parts & Services (Truck Bodies)
Fond du Lac, Wisconsin Owned Manufacturing Transportation Solutions and Parts & Services (Tank Trailers)
Goshen, Indiana
 
Owned
 
Manufacturing
 
Transportation Solutions and Parts & Services (Truck Bodies)
Griffin, Georgia Owned Manufacturing Transportation Solutions and Parts & Services (Truck Bodies)
Jonestown, Pennsylvania
 
Owned/Leased
 
Manufacturing
 
Transportation Solutions and Parts & Services (Truck Bodies)
Lafayette, Indiana Owned/Leased Corporate Headquarters, Manufacturing Transportation Solutions and Parts & Services (Van Trailer Products)
Moreno Valley, California
Owned/Leased
Manufacturing
Transportation Solutions (Truck Bodies)
New Lisbon, Wisconsin Owned Manufacturing Transportation Solutions and Parts & Services (Tank Trailers & Engineered Products)
San Jose Iturbidé, Mexico
 
Owned
 
Manufacturing
 
Transportation Solutions (Tank Trailers)

29
ITEM 3—LEGAL PROCEEDINGS
As of December 31, 2021, 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 we were a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified us in August 2014 that it was offering us 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 accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving our rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to our financial condition and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by 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 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 was completed in 2021. We submitted to IDEM the final, written report in December 2021, which states our position that we are not a responsible party and have no liability for any contamination. As of December 31, 2021, 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 16, 2022 was 547.
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.
30
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, 2016 and ending December 31, 2021. The graph assumes that the value for the investment in our common stock and in each index was $100 on December 31, 2016.
Comparative of Cumulative Total Return
December 31, 2016 through December 31, 2021
among Wabash National Corporation, the S&P 500 Index,
and the Dow Jones Transportation Index
wnc-20211231_g2.jpg
Base Period
December 31,		Indexed Returns
Years ended December 31,
Company/Index201620172018201920202021
Wabash National Corporation$100.00$138.69$85.00$98.12$116.61$134.22
S&P 500 Index$100.00$119.42$111.97$144.31$167.77$212.89
Dow Jones Transportation Index$100.00$117.34$101.40$120.54$138.29$182.20
Purchases of Our Equity Securities
In August 2021, the Company announced that the Board of Directors approved the repurchase of an additional $150 million in shares of common stock over a three-year period. This authorization was an increase to the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in August 2024. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by the Company. During the fourth quarter of 2021, there were 649,630 shares repurchased pursuant to our repurchase program. As of December 31, 2021, $136.1 million remained available under the program. Additionally, for the quarter ended December 31, 2021, there were 5,498 shares surrendered or withheld to cover minimum employee tax withholding obligations generally upon the vesting of restricted stock awards.
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Amount That May Yet Be Purchased Under the Plans or Programs
($ in millions)
October 2021108,635 $15.80 108,297 $146.0 
November 2021236,446 $18.01 233,373 $141.8 
December 2021310,047 $18.50 307,960 $136.1 
Total655,128 $17.88 649,630 $136.1 

31

ITEM 6—RESERVED
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, 2021, and our capital resources and liquidity as of December 31, 2021. 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 have historically managed our business in three segments: Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”). We began our One Wabash organizational transformation during the first quarter of 2020 to better align our resources and processes on serving the customer and enable long-term growth. In connection with the substantial completion of the One Wabash strategic initiatives during the third quarter of 2021, including organizational and structural changes as well as portfolio rationalization, beginning in September 2021 we realigned our operating and reportable segments based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this realignment, we established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”), and eliminated the historical CTP, DPG, and FMP segments.
While we have historically generated a small portion of our revenue and profitability from streams like aftermarket parts, repair and maintenance services, and upfitting and equipment services, historically these businesses existed scattered throughout the Company’s siloed organization structure. During the One Wabash transformation that culminated with segment realignment, we brought these previously siloed businesses together to leverage our strengths and better reach the customer, which included shifting significant resources and talent to lead these parts and services businesses. We continue to formulate aggressive plans that now underpin growth initiatives under the One Wabash approach.
Additional information related to the composition of our segments is included below.
▪Transportation Solutions: The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Company’s wood flooring production facility, all of which were previously reported in the CTP segment. The Company’s EcoNex™ products that were historically included in both the CTP and FMP segments are now reported in the TS segment. In addition, the TS segment includes tank trailers and truck-mounted tanks that were historically reported in the DPG segment. Finally, truck-mounted dry and refrigerated bodies and service and stake bodies that were previously reported in the FMP segment are also in the TS segment.
▪Parts & Services: The P&S segment is comprised of each of the Company’s historical segments’ parts and services businesses as well as the upfitting component of our truck bodies business. In addition, the Company’s Composites business, which focuses on the use of DuraPlate® composite panels beyond the semi-trailer market, is also part of the P&S segment (previously reported in the DPG segment). Finally, the P&S segment includes the Company’s Engineered Products business (previously reported in the DPG segment), including stainless-steel storage tanks and silos, mixers, and processors for a variety of end markets. Growing and expanding the parts and services businesses is a key strategic initiative for the Company moving forward.
Refer to Note 19 for additional discussion and information regarding segments and to Note 5 for the impact thereof to the evaluation of recorded goodwill balances. Also, see the “Products” section in Part I, Item 1, “Business”, of this Annual Report on 10-K for the year ended December 31, 2021 for details related to each segment’s product offerings.
For discussion of results of operations for the year ended December 31, 2020 to the results of operations for the year ended December 31, 2019, see Part II, Item 7,—”Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 2020 Annual Report on Form 10-K, filed with the SEC on February 25, 2021.
32
COVID-19 Update
In March 2020, a global pandemic was declared by the World Health Organization (the “WHO”) related to COVID-19. This pandemic created significant uncertainties and disruptions in the global economy. We are closely monitoring the pandemic and remain focused on the health and safety of our employees, as well as the health of our business. In addition, we track, evaluate, and manage our operating plans in light of the most recent developments including the changes to best practice guidelines by health experts, the availability of vaccines, the drop in new cases in the United States, and changing local, state, and federal requirements. Further, we remain focused on maintaining business continuity and ensuring our facilities remain operational where safe and appropriate to do so. We are also monitoring and preparing for potential vaccine and testing mandates that may be announced or implemented in jurisdictions in which our businesses operate.
The safety and well-being of our employees have been, and will remain, our highest priorities. 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 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:
▪We implemented pandemic continuity plans.
▪We continue to evaluate best-practice safety guidelines by recognized health experts.
▪We are informing our employees about the availability of vaccines and encouraging them to get vaccinated.
▪We are encouraging employees with symptoms to stay home.
As the pandemic evolves along with the guidance from federal, state and local public health authorities, we may take additional actions based on their requirements and recommendations.
We also worked with local food banks, schools, healthcare facilities, and other nonprofit organizations to support agencies and families in need.
The COVID-19 pandemic has continued to cause supply chain, labor, and raw material constraints that impact global markets. As a result, we have experienced inflation across our supply chain, increased freight and logistic costs, and volatility in connection with labor shortages. 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, demand for our products, and overall business could have a material adverse effect on our results of operations, financial condition, and cash flows.
Refer to Part I, Item 1A, “Risk Factors” for additional information regarding the potential impact of the COVID-19 pandemic on the Company.
Executive Summary
The most recent estimates from industry forecasters ACT Research Co. (“ACT”) and FTR Associates (“FTR”) indicate total United States trailer production levels for 2021 of approximately 266,000 and 265,000, respectively, which represent increases of approximately 29% and 26%, respectively, from 2020 production levels. We enter 2022 with continued uncertainty of the full impact of the COVID-19 pandemic, particularly around supply chain disruptions and labor shortages. However, the outlook for the overall trailer market is strong, and we believe our backlog of orders provides a solid foundation as we enter 2022. Current estimates from ACT and FTR for 2022 United States trailer production are 298,000 and 315,000, respectively, representing increases from 2021 of approximately 12% and 19%, respectively. These increases are generally in-line with our expectations as trailer manufacturers prepare to ramp-up production for strong 2022 demand, and we believe that these estimates for production will remain above replacement demand over the next several years.
In addition, ACT is forecasting annual new trailer production levels for 2023, 2024, 2025, and 2026 of approximately 332,000, 309,000, 295,000, and 286,000, respectively. While these estimates are more historically consistent production levels in the trailer industry, industry forecasters note that certain issues, such as supply chain disruptions and staffing challenges, could impact these estimates. We believe we are well positioned to capitalize on strong demand in 2022.
33
Despite the continued uncertainty of the full impact of the COVID-19 pandemic, as well as supply chain disruptions and labor shortages, we believe we have maintained a solid position from a liquidity perspective over the last two years. While we are focused in the near-term on executing on increased demand in 2022, we also continue to work on strategic initiatives to profitably grow the Company in the long-term. This includes our plans to add 20% more dry van manufacturing capacity beginning in 2023, which will be achieved by ramping down traditional refrigerated trailer capacity and converting the floor space to create additional dry van production. These plans remain on track, and allow us to go-to-market with a portfolio-based selling approach that leverages the breadth of our products. In addition, our near-term plan to scale our EcoNexTM technology within refrigerated vans, truck bodies, and other transportation and logistics related products also remains on track. We believe that continuing to bring new technologies to market combined with our focus on building out adjacent revenue opportunities will provide us with opportunities for growth.
The Company’s operating performance throughout 2021 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 help 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 income in 2021 totaled $33.5 million and operating margin was 1.9%, which are increases from 2020 driven in part by higher sales and stronger demand for our products. Additional discussion related to financial results are included in the “Results of Operations” section below.
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 strategy is centered around our ability to scale core competencies by growing in and around core markets with known customers. Key strategic initiatives include, but are not limited to, cold chain, e-commerce and logistics, and parts and services. 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) optimize our debt leverage ratios, (3) return capital to shareholders, and (4) selectively pursue strategic acquisitions. 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 2021, we demonstrated our commitment to be responsible stewards of the business by maintaining a balanced approach to capital allocation. Even with continued uncertainty of the full impact of 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 $65.4 million of common stock under the share repurchase program approved by our Board of Directors and paying dividends of $16.4 million. In addition, as further described in the “Liquidity and Capital Resources” section below, in October, 2021 we closed on an offering of $400 million in aggregate principal amount of unsecured Senior Notes due 2028 (the “New Senior Notes”). We used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under our Revolving Credit Agreement to fund the redemption in full of the Senior Notes due 2025 and to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement. Prior to the October, 2021 activity described above, during the second quarter of 2021, we made principal payments totaling $30.0 million under the New Term Loan Credit Agreement. 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.
34
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 2022 primarily relate to our ability to effectively manage our manufacturing operations, including ongoing labor shortages, disruption of our supply chain, and our overall business with the expected increase in production to meet demand. In addition, the cost of raw materials, commodities, and components are also potential risks as we enter 2022 with increased demand. 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 additional or increased 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.
As we enter 2022, we will continue to adjust to changes in the current environment, preserve the strength of our balance sheet, prioritize the safety of our employees, and ensure the liquidity and financial well-being of the Company. We believe we remain well-positioned for both near-term and long-term success in the trailer industry because: (1) our core customers are among the major participants in the trucking industry; (2) our technology and innovation provides value-added solutions for our customers by reducing trailer operating costs, improving revenue opportunities, and solving unique transportation problems; (3) our Wabash Management System (“WMS”) principles and processes and enterprise-wide lean efforts drive focus on the interconnected processes that are critical for success across our business; (4) our significant brand recognition, including our January 2022 rebranding as Wabash®, presence throughout North America, and the utilization of our extensive dealer network to market and sell our products; and (5) our One Wabash approach to create a consistent, superior experience for all customers who seek our solutions in the transportation, logistics, and distribution markets. 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.
Operating Performance
We generally 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 priority. We demonstrate this core value by working on innovations to protect the people who operate our equipment and partnering with others to promote higher standards in transportation and manufacturing. 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. Our commitment to quality and safety is backed by a robust concern reporting system and associated processes. Any Wabash National employee can report a potential safety-related concern that could cause unreasonable risk of harm to our customers. Potential or reported safety concerns are routed to a cross-functional Product Safety Team that includes members from Quality, Warranty, Engineering, Sales and Strategic Sourcing. The Product Safety Team investigates submissions and serves as an initial filter of potential safety issues. Issues that need to be escalated are sent to the Product Safety Council, which consists of executive team members who will coach and give final direction to the Product Safety Team. 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 FTQ performance and reducing rework. In addition, we currently maintain ISO 9001 registrations at our Lafayette, Indiana (since 2012) and Cadiz, Kentucky facilities (since 2014).
35
▪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 1.9, 2.0, and 2.4 units in 2021, 2020 and 2019, 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.
In addition to managing a robust quality management system for Wabash’s operations for internal and external performance, we expect suppliers to meet certain standards of quality, engineering, delivery, and management. Our supplier audit process is a comprehensive assessment performed at the supplier’s facility focusing on their system capabilities and how they measure to Wabash’s established requirements. Based on a supplier’s overall rating, action plans are developed to identify improvement opportunities, corrective actions, and timelines to ensure proper closure. Results of each audit are captured in our Supplier Development and Quality database. The process is applied to both direct and indirect suppliers based on a number of selection criteria, such as a new supplier to Wabash, a new supplier facility, a current supplier with significant growth opportunities, or a current supplier experiencing significant performance issues.
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 continue to remain focused on the availability of labor and any potential challenges as we enter 2022 and look to increase our operational capacity to meet the demand in the transportation, logistics, and distribution markets. We expect to continue to add additional labor during 2022 to support our operations and production to meet expected demand.
▪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 to the mixed model production in our Lafayette, Indiana, Goshen, Indiana, Cadiz, Kentucky, and San José Iturbide, Mexico 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 two 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. We continue to maintain focus on continuous improvement. In the past two years, we made adjustments throughout our processes to align variable and fixed costs with capacity, and created leaner internal processes in multiple areas. In addition, 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, we are 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, and 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.
36
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 2020, our recycling programs and use of recycled materials saved 221,000 cubic yards of landfill space (an increase of 80,000 cubic yards compared to 2019), 49,000,000 kilowatt-hours of electricity (a decrease of 103,000,000 kilowatt-hours compared to 2019), 45,000 metric tons of greenhouse gas emissions (a decrease of 28,000 metric tons compared to 2019), and 26,000 mature trees (an increase of 3,000 mature trees compared to 2019). In addition, in January 2022 we were recognized among Newsweek’s America’s Most Responsible Companies 2022.
In addition, manufacturers across multiple industries choose our proprietary DuraPlate® composite technology for its versatility and strength. Each DuraPlate® panel and product contains between 15% and 30% post-consumer resin (“PCR”). By using PCR in the manufacture of DuraPlate®, Wabash has diverted more than 1 billion plastic bottles from landfills. Furthermore, at the end of the product lifespan, DuraPlate® is 100% recyclable.
Our 2020 Corporate Responsibility Report is available on our website (ir.onewabash.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.
Industry Trends
Trucking in the U.S., according to the American Trucking Association (“ATA”), was estimated to be a $732.3 billion industry in 2020, representing approximately 80% of the total U.S. transportation industry revenue. From a financial (e.g., value) industry perspective, this represents a decrease of approximately 7.5% from ATA’s 2019 estimate but is consistent with the prior year as a percentage of the total U.S. transportation industry revenue (80%). Furthermore, ATA estimates that approximately 72.5% of all domestic freight tonnage in 2020 was carried by trucks, and 300.1 billion miles were traveled by registered trucks in 2019. 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 nine years is shown below.
201320142015201620172018201920202021
New Trailer Shipments
234,000269,000308,000286,000290,000323,000328,000210,000263,000
Year-Over-Year Change (%)
1 %15 %14 %(7)%1 %11 %2 %(36)%25 %
The most recent estimates from industry forecasters ACT Research Co. (“ACT”) and FTR Associates (“FTR”) indicate total United States trailer production levels for 2021 of approximately 266,000 and 265,000, respectively, which represent increases of approximately 29% and 26%, respectively, from 2020 production levels. We enter 2022 with continued uncertainty of the full impact of the COVID-19 pandemic, particularly around supply chain disruptions and labor shortages. However, the outlook for the overall trailer market is strong, and we believe our backlog of orders provides a solid foundation as we enter 2022. Current estimates from ACT and FTR for 2022 United States trailer production are 298,000 and 315,000, respectively, representing increases from 2021 of approximately 12% and 19%, respectively. These increases are generally in-line with our expectations as trailer manufacturers prepare to ramp-up production for strong 2022 demand, and we believe that these estimates for production will remain above replacement demand over the next several years.
In addition, ACT is forecasting annual new trailer production levels for 2023, 2024, 2025, and 2026 of approximately 332,000, 309,000, 295,000, and 286,000, respectively. While these estimates are more historically consistent production levels in the trailer industry, industry forecasters note that certain issues, such as supply chain disruptions and staffing challenges, could impact these estimates. We believe we are well positioned to capitalize on strong demand in 2022.
New Trailer Orders. According to ACT, total orders in 2021 were approximately 248,000 trailers, a 16% decrease from 294,000 trailers ordered in 2020. Total orders for the dry van segment, the largest within the trailer industry, were approximately 135,000, a decrease of 32% from 2020. These decreases are generally consistent with our expectations due to the supply chain issues and staffing shortfalls in the industry throughout 2021.
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:
37
▪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. 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.
▪On December 3, 2019, CARB issued an official advisory notifying trailer manufacturers that CARB will be suspending enforcement of GHG2 trailer requirements until at least January 1, 2022, and will provide at least a 6-month written notice prior to commencement of enforcing GHG2. Additionally, CARB continues to process and approve voluntary applications during the suspension period. If we were to receive CARB’s 6-month advance notice of enforcement, 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. (While CARB’s 2021 requirements remain intact, they are not enforced—however, if we were to receive the 6-month advance notice of enforcement during 2022, the 2021 objectives would become the requirement.) CARB continues to suspend enforcement as a 6-month written notice has not been issued. 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, 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 and our customers are not required to take any action concerning any new specification-driven regulatory requirements in 2021.
▪On November 12, 2021, the U.S. Court of Appeals for the District of Columbia Circuit released its decision on the GHG2 rule making concerning trailers by rejecting the EPA and NHTSA’s attempt to include and regulate trailers in the GHG rules.
Other Developments. Other developments and potential impacts on the industry include:
▪The result of the U.S. Court of Appeals’ rejection of the EPA and NHTSA’s attempt to regulate trailers enables carriers to decide for themselves what emission-reducing equipment and technologies to specify on their trailers. While this reduces pressure off of the trailer manufacturers in the short term, CARB continues to seek additional states to join their position in attempting to drive regulation at the state level.
▪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.
38
▪We expect that the majority of freight in our industry will continue to be moved by truck and, according to ATA, total freight transportation revenue is expected to increase from an estimated $1,083 billion in 2021 to $1,627 billion in 2032.
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,
 202120202019
Net sales100.0 %100.0 %100.0 %
Cost of sales89.1 %89.2 %86.8 %
Gross profit10.9 %10.8 %13.2 %
General and administrative expenses4.9 %6.3 %4.7 %
Selling expenses1.3 %1.7 %1.5 %
Amortization of intangibles1.3 %1.5 %0.9 %
Impairment and other, net1.5 %7.1 %— %
Income (loss) from operations1.9 %(5.8)%6.2 %
Interest expense(1.3)%(1.6)%(1.2)%
Other, net(0.5)%— %0.1 %
Income (loss) before income taxes0.1 %(7.4)%5.1 %
Income tax expense (benefit)— %(0.8)%1.2 %
Net income (loss)0.1 %(6.6)%3.9 %

2021 Compared to 2020
Net Sales
Net sales in 2021 increased $321.4 million, or 21.7%, compared to 2020. 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
20212020Amount%
(prior to elimination of intersegment sales)
Sales by Segment
Transportation Solutions$1,633,319 $1,315,429 $317,890 24.2 %
Parts & Services177,166 179,474 (2,308)(1.3 %)
Eliminations(7,217)(13,014)
Total$1,803,268 $1,481,889 $321,379 21.7 %
New Units Shipped(units)
Trailers45,365 36,615 8,750 23.9 %
Truck bodies16,560 13,430 3,130 23.3 %
Total61,925 50,645 11,280 22.3 %
Used Units Shipped(units)
Trailers95 600 (505)(84.2 %)
39
TS segment sales, prior to the elimination of intersegment sales, were $1,633.3 million in 2021, an increase of $317.9 million, or 24.2%, compared to 2020. The increase in sales was primarily due to a 23.9% increase in new trailer shipments as 45,365 trailers were shipped in 2021 compared to 36,615 trailer shipments in 2020. New truck bodies shipped during 2021 totaled 16,560 compared to 13,430 truck bodies in the prior year period, an increase of 23.3%. The increase in new trailer shipments resulted in a 24% increase in new trailer revenue, driven by stronger demand for our dry and refrigerated van offerings as well as our platform trailers. The increase in new truck body shipments drove a 27% increase in new truck body revenue, also driven by stronger demand. Tank trailer shipments and related new trailer revenue were materially consistent year-over-year. Revenue per new trailer unit was materially consistent with the prior year, which was in part due to pricing actions to partially mitigate the increase in material costs.
P&S segment sales, prior to the elimination of intersegment sales, were $177.2 million in 2021, a decrease of $2.3 million, or 1.3%, compared to 2020. The overall decrease in sales for this segment is primarily attributable to the completion of 17 service location closures during 2021 that attributed to the decrease by approximately $18.5 million. In addition, we sold our Extract Technology® business during the second quarter of 2021, which resulted in a decrease in sales year-over-year of approximately $10.6 million. Excluding these decreases, P&S segment sales increased from the prior year primarily due to higher demand for our parts, services, and upfitting offerings as well as pricing increases.
Cost of Sales
Cost of sales was $1.6 billion in 2021, an increase of $284.7 million, or 21.5%, compared to 2020. 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, overhead expenses, and depreciation.
TS segment cost of sales was $1,466.7 million in 2021, an increase of $274.6 million, or 23.0%, compared to 2020. The increase in cost of sales, which was primarily driven by higher sales and production volumes on account of stronger demand as well as higher commodity costs, was due to an increase in materials costs of $218.0 million, or 27%, and higher labor costs of approximately $53.6 million. An additional increase related to other manufacturing costs, including operating supplies and employee costs. These increases were partially offset by an overall decrease in fixed costs, due in part to higher volume leverage and the continued realization of cost containment measures implemented during 2020.
P&S segment cost of sales, prior to the elimination of intersegment sales, was $140.3 million in 2021, an increase of $3.0 million, or 2.2%, compared to 2020. The increase in cost of sales was driven by an increase in materials costs of approximately $19.2 million, or 23%. In addition, partially offsetting the increase in materials costs was the sale of our Extract Technology® business during the second quarter of 2021 and completion of 17 service location closures during 2021, which contributed to a decrease in labor and employee-related costs of approximately $8.8 million. There was also an overall decrease in fixed costs, due in part to the continued realization of cost containment measures implemented during 2020.
Gross Profit
Gross profit was $196.5 million in 2021, an increase of $36.7 million, or 23.0% from 2020. Gross profit as a percentage of sales, or gross margin, was 10.9% in 2021 as compared to 10.8% in 2020. Gross profit by segment was as follows (in thousands):
 Year Ended December 31,Change
 20212020$%
Gross Profit by Segment
Transportation Solutions$166,630 $123,314 $43,316 35.1 %
Parts & Services36,870 42,149 (5,279)(12.5)%
Corporate and Eliminations(7,033)(5,709)(1,324)
Total$196,467 $159,754 $36,713 23.0 %
40
TS segment gross profit was $166.6 million in 2021 compared to $123.3 million in 2020, an increase of $43.3 million. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 10.2% in 2021 as compared to 9.4% in 2020, an increase of 80 basis points. The overall increase in gross profit from the prior year period was primarily driven by an increase of $75.2 million in our dry vans products and an increase of $3.1 million for platforms, both of which were generally attributable to higher demand for these products compared to the prior year period. Gross profit for our truck body products was materially consistent with the prior year. The overall increase in gross profit as a percentage of net sales was largely due to higher volume leverage and in part as a result of our continued realization of cost containment measures implemented throughout 2020. Because of these reasons, along with a favorable product mix for a portion of 2021, gross profit as a percentage of net sales for 2021 increased compared to the prior year. These increases were partially offset by net decreases in our other product lines, primarily due to higher manufacturing costs as well as labor inefficiencies driven by supply chain disruptions.
P&S segment gross profit was $36.9 million in 2021 compared to $42.1 million in 2020. Gross profit, as a percentage of net sales prior to the elimination of intersegment sales, was 20.8% in 2021 compared to 23.5% in 2020, a decrease of 270 basis points. The overall decrease in gross profit and gross profit as a percentage of net sales for this segment is primarily attributable to the sale of our Extract Technology® business during the second quarter of 2021, which caused a decrease in gross profit in 2021 of approximately $2.9 million compared to 2020. We also completed the closure of 17 service locations during 2021 that attributed to the decrease by approximately $7.3 million. These decreases were offset by higher gross profit in our other parts, services, and upfitting offerings.
General and Administrative Expenses
General and administrative expenses were $88.8 million in 2021, a decrease of $3.9 million, or 4.2%, compared to 2020. The decrease from the prior year period was largely due to a decrease of approximately $6.2 million in employee-related costs, including benefits and incentive programs and severance costs. In addition, professional service expenses were lower by approximately $0.9 million, which was partially due to the expenses incurred in closing on the New Term Loan Credit Agreement during the third quarter of 2020. These decreases were partially offset by increases in outside service and education and training expenses of approximately $1.5 million and $0.6 million, respectively. General and administrative expenses, as a percentage of net sales, were 4.9% in 2021 compared to 6.3% in 2020. The decrease in general and administrative expenses as a percentage of net sales was due in part to our continued realization of cost containment measures implemented during 2020.
Selling Expenses
Selling expenses were $23.7 million in 2021, a decrease of $1.4 million, or 5.5%, compared to 2020. This decrease was primarily due to lower advertising and promotional expenses of approximately $1.7 million. In addition, there was a decrease in employee-related costs, including benefits and incentive programs, of approximately $1.3 million. These decreases were partially offset by higher outside services costs of $1.1 million. As a percentage of net sales, selling expenses were 1.3% in 2021 compared to 1.7% in 2020. The decrease in selling expenses as a percentage of net sales was due in part to our continued realization of cost containment measures implemented during 2020.
Amortization of Intangibles
Amortization of intangibles was $22.9 million in 2021 compared to $22.0 million in 2020. Amortization of intangibles for both periods was the result of expenses recognized for intangible assets recorded from the acquisitions of Walker in May 2012 (of which Extract Technology® was a part of prior to its sale in the second quarter of 2021), certain assets of Beall in February 2013 (which was sold during the fourth quarter of 2020), and Supreme in September 2017. The increase from the prior year period is attributable to certain of the intangible assets recorded from the acquisition of Supreme, which utilize the undiscounted cash flow method for amortization rather than the straight line method. This increase was partially offset by the Beall® and Extract Technology® divestitures as the intangible assets for these businesses were written-off as part of the sales.
Impairment and Other, Net
Impairment and other, net was $27.6 million during 2021 and $105.6 million during 2020. The current year activity was primarily attributable to non-cash impairment charges of approximately $28.3 million during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets in connection with our rebranding initiative. In addition, during the second quarter of 2021 we sold our Extract Technology® business and recognized a gain on sale of approximately $1.9 million. This gain was partially offset by the impairment of unused and obsolete property, plant, and equipment assets during the first quarter of 2021 totaling approximately $0.8 million. Additional activity during 2021 relates to sales of property, plant, and equipment assets.
The prior year activity was primarily the result of impairment charges related to goodwill within the historical FMP and DPG 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 of approximately $2.1 million.
41
Other Income (Expense)
Interest expense in 2021 totaled $23.1 million compared to $24.2 million in 2020. Interest expense during 2021 relates to interest and non-cash accretion charges on the New Term Loan Credit Agreement, Senior Notes due 2028, Senior Notes due 2025, and Revolving Credit Agreement. The decrease from the previous year is primarily due to repayment and refinancing activity during both 2021 and 2020, which is more fully described in Note 9 of the Notes to Consolidated Financial Statements.
Other, net for 2021 represented expense of $9.1 million as compared to income of $0.6 million for 2020. The expense in the current year is primarily attributable to debt extinguishment charges totaling $9.5 million from the redemption in full of the Senior Notes due 2025 and to repay in full the outstanding borrowings under the New Term Loan Credit Agreement (these financing transactions are described in more detail in Note 9 of the Notes to Consolidated Financial Statements). Income for the prior year period is primarily related to interest income, partially offset by debt extinguishment charges totaling $0.4 million related to repayment activity.
Income Taxes
We recognized income tax expense of $0.1 million in 2021 compared to an income tax benefit of $11.8 million in 2020. The effective tax rate for 2021 was 9.8% compared to 10.8% for 2020. The effective tax rate for 2021 differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state and local taxes and discrete items, including stock-based compensation and tax credits. For 2020, the effective tax rate 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 Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), and discrete items related to stock-based compensation. Net refunds received for income taxes in 2021 were $0.5 million compared to net refunds received during 2020 of $4.7 million.
Liquidity and Capital Resources
Capital Structure
Our capital structure is comprised of a mix of debt and equity. As of December 31, 2021, our debt to equity ratio was approximately 1.3:1.0. 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. As of May 11, 2021, our Board of Directors designated a Finance Committee for the primary purpose of assisting the Board in its oversight of the Company’s capital structure, financing, investment, and other financial matters of importance to the Company.
Throughout 2021, and in keeping to this balanced approach, we repurchased $65.4 million of common stock under the share repurchase program approved by our Board of Directors and paid dividends of $16.4 million. In addition, as further described in the “Liquidity and Capital Resources” section below, in October, 2021 we closed on an offering of $400 million in aggregate principal amount of unsecured Senior Notes due 2028 (the “New Senior Notes”). We used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under our Revolving Credit Agreement to fund the redemption in full of the Senior Notes due 2025 and to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement. Prior to the October, 2021 activity described above, during the second quarter of 2021 we made principal payments totaling $30.0 million under the New Term Loan Credit Agreement. 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.
Despite continued uncertainty of the full impact of the COVID-19 pandemic, we believe we have maintained a solid position from a liquidity perspective over the last couple of years. Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $258.0 million as of December 31, 2021 and $384.0 million as of December 31, 2020, a decrease of 33%. This decrease is primarily attributable to a decrease in our cash balance as we ramp-up for 2022 production. For 2022, we expect to continue our commitment to fund our working capital requirements and capital expenditures, including our plans to add 20% more dry van manufacturing capacity beginning in 2023, which will be achieved by ramping down traditional refrigerated trailer capacity and converting the floor space to create additional dry van production. Along with the increased dry van manufacturing capacity, we will also maintain 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 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.
42
Debt Agreements and Related Amendments
Senior Notes due 2028
On October 6, 2021, we closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes due 2028 (the “New Senior Notes”). The New Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among Wabash, certain subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Indenture”). The New Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2022. The New Senior Notes will mature on October 15, 2028. At any time prior to October 15, 2024, we may redeem some or all of the New Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the New Senior Notes being redeemed plus an applicable make-whole premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption date.
Prior to October 15, 2024, we may redeem up to 40% of the New Senior Notes at a redemption price of 104.500% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain equity offerings so long as if, after any such redemption occurs, at least 60% of the aggregate principal amount of the New Senior Notes remain outstanding. On and after October 15, 2024, we may redeem some or all of the New Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on October 15, 2024, 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), unless we have exercised its optional redemption right in respect of the New Senior Notes, the holders of the New Senior Notes will have the right to require us to repurchase all or a portion of the New Senior Notes at a price equal to 101% of the aggregate principal amount of the New Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.
The New 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 New Senior Notes and related guarantees are our and the Guarantors’ general unsecured senior obligations and will be subordinated 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 New Senior Notes are structurally subordinated to any existing and future debt of any of the our subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries.
Subject to a number of exceptions and qualifications, the Indenture restricts 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, 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 our assets. These covenants are subject to a number of important exceptions and qualifications.
During any time when the New Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and we and our subsidiaries will cease to be subject to such covenants during such period.
The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the New 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, 2021, 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.
The sale of the New Senior Notes resulted in net proceeds of approximately $395 million, after deducting financing fees and other offering expenses. We used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Senior Notes due 2025, to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement, and to pay all related fees and expenses. Debt extinguishment charges totaling $9.1 million were recorded during the fourth quarter of 2021 in connection with the redemption in full of the Senior Notes due 2025 and the repayment in full of the outstanding borrowing under the New Term Loan Credit Agreement. The loss on debt extinguishment charges are included in Other, net in our Consolidated Statements of Operations.
43
Contractual coupon interest expense and accretion of fees for the New Senior Notes for the year ended December 31, 2021 were $4.3 million and $0.1 million, respectively, and are included in Interest expense in our Consolidated Statements of Operations.
Senior Notes due 2025
On September 26, 2017, we issued Senior Notes due 2025 (the “Old 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 Old Senior Notes bore interest at the rate of 5.50% per annum from the date of issuance, and required interest to be paid 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 Old Senior Notes to finance a portion of the acquisition of Supreme and to pay related fees and expenses.
The Old Senior Notes were scheduled to mature on October 1, 2025. At any time prior to October 1, 2020, we could have redeemed some or all of the Old Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the Old Senior Notes being redeemed plus an applicable make-whole premium set forth in the indenture for the Old 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 Old 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 the aggregate principal amount of the Old Senior Notes remained outstanding. On and after October 1, 2020, we could have redeemed some or all of the Old 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 Old Senior Notes), unless we had exercised its optional redemption right in respect of the Old Senior Notes, the holders of the Old Senior Notes would have had the right to require us to repurchase all or a portion of the Old Senior Notes at a price equal to 101% of the aggregate principal amount of the Old Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.
The Old Senior Notes were guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Old Senior Notes and related guarantees were ours 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 Old Senior Notes were structurally subordinate to any existing and future debt of any of our subsidiaries that were not guarantors, to the extent of the assets of those subsidiaries.
The indenture for the Old Senior Notes restricted 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 were subject to a number of important exceptions and qualifications. During any time when the Old Senior Notes were rated investment grade by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no event of default had occurred or was continuing, many of such covenants would have been suspended and we and our subsidiaries would not have been subject to such covenants during such period.
The indenture for the Old Senior Notes contained 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 were to have occurred and continued, the principal amount of the Old Senior Notes, plus accrued and unpaid interest, if any, may have been declared immediately due and payable. These amounts would have automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurred.
As described above, in October 2021 we used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Old Senior Notes. Contractual coupon interest expense and accretion of discount and fees for the Old Senior Notes for the years ended December 31, 2021, 2020 and 2019, was $13.8 million, $18.6 million and $18.5 million, respectively and is included in Interest expense in our Consolidated Statements of Operations.
During the third quarter of 2020, we repaid $10.0 million of the Old Senior Notes utilizing net proceeds from the closure of the new term loan credit agreement, which is described in more detail below.
44
Revolving Credit Agreement
On December 21, 2018, we entered into the Second Amended and Restated Credit Agreement (the “Second Amended and Restated 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 (the “First Amendment”) among us, certain of our subsidiaries party thereto, the lenders party thereto, and the Revolver Agent. The First Amendment primarily made conforming changes to the provisions in the Second Amended and Restated Credit Agreement to reflect modifications made under the new term loan credit agreement, which is described in more detail below.
On September 28, 2021, we entered into an Increase Agreement Regarding Incremental Revolver Commitments and Second Amendment to Second Amended and Restated Credit Agreement (the “Second Amendment”, and together with the First Amendment and Second Amended and Restated Credit Agreement, the “Revolving Credit Agreement” or “Revolving Facility”), which exercised an option under the Revolving Credit Agreement to increase the total revolving credit commitments by $50 million from $175 million to $225 million. The Revolving Credit Agreement continues to include an increase option, which would allow us, subject to certain terms and conditions set forth in the Revolving Credit Agreement (including the approval of the lenders providing the applicable increase), to increase the total revolving credit commitments under the Revolving Credit Agreement by a further $50 million to a maximum of $275 million.
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 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 New Term Loan Credit Agreement were governed by an Intercreditor Agreement, dated as of September 28, 2020, 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 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 bear interest at an annual rate, at the Borrowers’ election, equal to (i) London Interbank Offer Rate (“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 thereunder.
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. As of December 31, 2021, 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.
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.
45
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.
Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $258.0 million as of December 31, 2021 and $384.0 million as of December 31, 2020, a decrease of 33%.
During the fourth quarter of 2021, we drew $50.0 million under the Revolving Credit Agreement, a portion of which was used along with the proceeds of the New Senior Notes to fund the redemption in full of the Senior Notes due 2025, to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement, and to pay all related fees and expenses of the New Senior Notes. We repaid $17.0 million under the Revolving Credit Agreement during the fourth quarter of 2021, and as of December 31, 2021 outstanding borrowings totaled $33.0 million.
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, there were no amounts outstanding under the Revolving Facility.
Interest expense under the Revolving Credit Agreement for the years ended December 31, 2021 and 2020 was approximately $0.6 million and $0.2 million, respectively. There was no interest expense under the Revolving Credit Agreement for the year ended December 31, 2019.
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.
The New Term Loan Credit Agreement was guaranteed by certain of our subsidiaries (the “Term Loan Guarantors”) and was 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 were 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 had a scheduled maturity date of September 28, 2027. The loans under the New Term Loan Credit Agreement amortized 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 bore 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 contained 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.
Subject to the terms of the Intercreditor Agreement, if the covenants under the New Term Loan Credit Agreement were to be 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 included, 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.
46
As described above, in October 2021 we used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement. In addition to the full repayment during the fourth quarter, during the second quarter of 2021 we made principal payments totaling $30.0 million and recognized loss on debt extinguishment charges of approximately $0.5 million. The extinguishment charges are included in Other, net in the Consolidated Statements of Operations.
For the years ended December 31, 2021, 2020, and 2019, under the New and Old Term Loan Credit Agreements we paid interest of $3.9 million, $4.8 million, and $7.8 million, respectively. For the years ended December 31, 2021, 2020, and 2019, 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.
In September 2020, 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 our 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. In addition, 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. Our required quarterly principal payments through scheduled maturity under the New Term Loan Credit Agreement were satisfied in full with this prepayment. As of December 31, 2020, we had $138.8 million outstanding under the New Term Loan Credit Agreement, of which none was classified as current on our Consolidated Balance Sheets.
For the year ended December 31, 2019, we paid principal of $50.5 million and as a result recognized losses on debt extinguishment totaling approximately $0.2 million. The losses on debt extinguishment are included in Other, net on our Consolidated Statements of Operations.
Cash Flow
2021 compared to 2020
Cash used in operating activities for 2021 totaled $7.5 million, compared to cash provided by operating activities of $124.1 million in 2020. The cash used in operations during the current year was the result of net income adjusted for various non-cash activities, including depreciation, amortization, net gain on the sale of assets and business divestiture, deferred taxes, loss on debt extinguishment, stock-based compensation, impairment, accretion of debt discount, and a $94.5 million increase in our working capital. Changes in key working capital accounts for 2021 and 2020 are summarized below (in thousands):
20212020Change
(Use) source of cash:
Accounts receivable$(80,879)$71,436 $(152,315)
Inventories(74,804)21,099 (95,903)
Accounts payable and accrued liabilities54,862 (28,266)83,128 
Net (use) source of cash$(100,821)$64,269 $(165,090)
Accounts receivable increased $80.9 million in 2021 and decreased $71.4 million for 2020. Days sales outstanding, a measure of working capital efficiency that measures the amount of time a receivable is outstanding, was approximately 33 days and 23 days for three months ended December 31, 2021 and 2020, respectively. The increase in accounts receivable for 2021 was primarily due to higher shipment volume during the current year, especially late in the fourth quarter, as well as the timing of customer payments. Inventories increased in 2021 by $74.8 million compared to a decrease in 2020 of $21.1 million. The overall increase in inventory for 2021 was primarily attributable to higher raw materials as we prepare to ramp-up production for strong 2022 demand. Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year, was approximately 6 times in both 2021 and 2020. Accounts payable and accrued liabilities increased $54.9 million in 2021 compared to a decrease of $28.3 million for 2020. Days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable is outstanding, was 36 days in 2021 and 26 days in 2020. The increase in 2021 compared to 2020 was primarily due to higher purchases for increased 2022 production and the overall timing of payments.
47
Investing activities used $27.1 million during 2021 compared to $3.0 million used in 2020. Investing activities for 2021 included capital expenditures of $49.1 million to support maintenance, growth, and improvement initiatives at our facilities, including expenditures related to expanding our dry van manufacturing capacity beginning in 2023. Capital expenditures were partially offset by proceeds from the sale of assets and a business divestiture totaling $22.0 million. Cash used in investing activities in 2020 was primarily related to capital expenditures to support growth and improvement initiatives at our facilities totaling $20.1 million, partially offset by proceeds from the sale of assets and a business divestiture of $17.1 million.
Financing activities used $111.4 million during 2021, primarily related to the pay off of the New Term Loan Credit Agreement and the full repayment against our Senior Notes due 2025 totaling $453.8 million, both of which utilized net proceeds from our offering of Senior Notes due 2028. This activity was partially offset by net draws on our Revolving Credit Facility of $33.0 million. We also repurchased common stock of $66.7 million and paid cash dividends to our shareholders of $16.4 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 $156.4 million, common stock repurchases totaling $18.9 million, and cash dividends paid to our shareholders of $17.3 million. In addition, during the fourth quarter of 2020 we made a prepayment under the New Term Loan Credit Agreement of $11.2 million.
Despite continued uncertainty of the full impact of the COVID-19 pandemic, we believe we have maintained a solid position from a liquidity perspective over the last two years. Our liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $258.0 million as of December 31, 2021 and $384.0 million as of December 31, 2020, a decrease of 33%. This decrease is primarily attributable to a decrease in our cash balance as we ramp-up for 2022 production. For 2022 we expect to continue our commitment to fund our working capital requirements and capital expenditures, including maintaining our assets to capitalize on any economic and/or industry upswings, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment to preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial well-being of the Company.
Contractual Obligations and Commercial Commitments
A summary of our contractual obligations and commercial commitments, both on and off balance sheet, as of December 31, 2021 are as follows (in thousands):
20222023202420252026ThereafterTotal
Debt:
Revolving Facility (due 2023)$— $33,035 $— $— $— $— $33,035 
Senior Notes due 2028— — — — — 400,000 400,000 
Interest payments on Revolving Facility and Senior Notes due 20281
18,447 18,435 18,000 18,000 18,000 32,250 123,132 
Finance Leases (including principal and interest)59 — — — — — 59 
Total debt18,506 51,470 18,000 18,000 18,000 432,250 556,226 
Other:
Operating Leases3,992 3,196 2,081 1,369 890 1,152 12,680 
Total Other3,992 3,196 2,081 1,369 890 1,152 12,680 
Other Commercial Commitments:
Letters of Credit5,702 — — — — — 5,702 
Raw Material Purchase Commitments129,600 — — — — — 129,600 
Chassis Agreements and Programs20,785 — — — — — 20,785 
Total Other Commercial Commitments156,087 — — — — — 156,087 
Total Obligations$178,585 $54,666 $20,081 $19,369 $18,890 $433,402 $724,993 
1 Future interest payments on variable rate long-term debt (the Revolving Facility) are estimated based on the rate in effect as of December 31, 2021, and include only interest payments (not unused line fees).
48
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. During the fourth quarter of 2021, we drew $50.0 million under the Revolving Credit Agreement, a portion of which was used along with the proceeds of the New Senior Notes to fund the redemption in full of the Senior Notes due 2025, to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement, and to pay all related fees and expenses of the New Senior Notes. We repaid $17.0 million under the Revolving Credit Agreement during the fourth quarter of 2021, and as of December 31, 2021 outstanding borrowings totaled $33.0 million.
The Senior Notes due 2028 bear interest at the rate of 4.5% per annum from the date of issuance, payable semi-annually on April 15 and October 15.
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, 2021, obligations related to operating leases that we have executed but have not yet commenced were insignificant.
We have standby letters of credit totaling $5.7 million issued in connection with workers compensation claims and surety bonds.
We have $129.6 million in purchase commitments through December 2022 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, 2021 the Company’s outstanding chassis converter pool with the manufacturer totaled $18.2 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 $2.3 million at December 31, 2021. 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.
49
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, 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.
Impairment of Trade Name and Trademark Intangible Assets
As further described in Note 5 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, on January 10, 2022, we completed our review and approval of its plan for rebranding as Wabash®. As part of the planning process, we assessed our usage of trade names and brand names in connection with the long-term growth strategy as One Wabash. Under the plan as approved, we no longer plan to use certain trade names or brand names, and will predominantly use Wabash (or variations thereof) to refer to the Company. The decision resulted in non-cash impairment charges of approximately $28.3 million during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets.
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 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.
50
Segment Realignment
As further described in Note 5 and Note 19 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K, beginning in September 2021 we realigned our operating and reportable segments. Based on these changes, we have established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments have also been determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. In accordance with the relevant accounting guidance, we performed a quantitative impairment assessment of goodwill immediately prior to and subsequently following the change in segments and reporting units. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded the carrying value. In addition, as part of the change in segment structure, we reassigned goodwill from the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) reporting units to the TS and P&S reporting units using a relative fair value allocation approach as required by the relevant accounting guidance.
Annual Goodwill Impairment Test
As of December 31, 2021, goodwill allocated to our TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. Because of the recency and lack of changes with respect to market conditions and data assumptions used in the quantitative assessment performed in connection with the segment realignment discussed above, during the fourth quarter of 2021 we completed our annual goodwill impairment test using a qualitative assessment. As part of the qualitative analysis, we considered 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 fair value analysis for each reporting unit (performed in connection with the segment realignment).
In connection with our segment realignment beginning in September 2021, as well as our annual goodwill impairment tests conducted during the fourth quarters of 2020 and 2019, we performed a quantitative assessment for each reporting unit 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. We believe our TS and P&S segments and reporting units will generate sufficient future earnings based on the markets in which they participate as well as growth potential.
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 Extract Technology® (“Extract”)
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 second quarter of 2021, we sold our Extract business that manufactured 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. Prior to the divestiture, Extract was an operating unit within the historical DPG reporting unit. In accordance with the relevant accounting guidance, as part of the sale we allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting net gain recognized in connection with the sale. Prior to and subsequent to the divestiture, we performed an impairment assessment for the historical DPG reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value.
Goodwill Allocation for Beall®
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. 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.
51
2020 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, we 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 the historical FMP reporting unit and historical Tank Trailers reporting unit (which was within the historical DPG segment), respectively, EBITDA margins, and a terminal growth rate of 3.0%. The results of the quantitative analysis indicated the carrying value of the historical FMP and historical 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 historical Process Systems reporting unit, which was within the historical DPG segment, 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 historical Process Systems reporting unit designed and manufactured 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 historical 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.
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. Our ability to mitigate the impact of inflation through selective price increases may be limited by our strong backlog in cases of orders without inflation-based price adjustment provisions.
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.
52
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, 2021, we had $129.6 million in raw material purchase commitments through December 2022 for materials that will be used in the production process, as compared to $86.9 million as of December 31, 2020. 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 and existing contracts, take into account the cost of the commodity in setting our prices for each order. As of December 31, 2021, a hypothetical ten percent change in commodity prices based on our raw material purchase commitments through December 2022 would result in a corresponding change in cost of goods sold over a one-year period of approximately $13.0 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 of December 31, 2021, we had $33.0 million of floating rate debt outstanding under our Revolving Facility. As further described throughout this Annual Report on Form 10-K for the year ended December 31, 2021, we repaid the outstanding balance in full under our New Term Loan Credit Agreement during the fourth quarter of 2021, which had a floating rate of interest. Based on the current borrowings under our Revolving Facility, 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 $0.3 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 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 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.
53
ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

54
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, 2021 and 2020, 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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, 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, 2021, 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 24, 2022 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, 2021, the Company’s goodwill was $188.4 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, including when there is a change in applicable reporting units.
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.

55
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 internal valuation specialists to assist in our evaluation of the methodologies used by the Company, the discount rate 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 24, 2022

56
WABASH NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

December 31,
20212020
Assets
Current assets:
Cash and cash equivalents$71,778 $217,677 
Accounts receivable, net176,511 101,301 
Inventories237,621 163,750 
Prepaid expenses and other43,795 63,036 
Total current assets529,705 545,764 
Property, plant, and equipment, net232,425 209,676 
Goodwill188,443 199,560 
Intangible assets114,441 166,887 
Other assets42,057 39,583 
Total assets$1,107,071 $1,161,470 
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt$— $— 
Current portion of finance lease obligations59 348 
Accounts payable173,950 104,425 
Other accrued liabilities115,316 130,980 
Total current liabilities289,325 235,753 
Long-term debt428,315 447,979 
Finance lease obligations— 30 
Deferred income taxes36,019 46,777 
Other non-current liabilities27,873 26,052 
Total liabilities781,532 756,591 
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value: 200,000,000 shares authorized; 48,954,482 and 52,536,482 shares outstanding, respectively
759 755 
Additional paid-in capital653,978 644,695 
Retained earnings92,111 107,233 
Accumulated other comprehensive income859 7,633 
Treasury stock, at cost: 27,013,275 and 23,004,607 common shares, respectively
(422,168)(355,437)
Total stockholders' equity325,539 404,879 
Total liabilities and stockholders' equity$1,107,071 $1,161,470 

The accompanying notes are an integral part of these Consolidated Statements.
57
WABASH NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)

Year Ended December 31,
202120202019
Net sales$1,803,268 $1,481,889 $2,319,136 
Cost of sales1,606,801 1,322,135 2,012,754 
Gross profit196,467159,754306,382
General and administrative expenses88,807 92,740 108,274 
Selling expenses23,691 25,080 34,851 
Amortization of intangible assets22,858 21,981 20,471 
Impairment and other, net27,569 105,561 — 
Income (loss) from operations33,542 (85,608)142,786
Other income (expense):
Interest expense(23,128)(24,194)(27,340)
Other, net(9,124)588 2,285 
Other expense, net(32,252)(23,606)(25,055)
Income (loss) before income tax1,290 (109,214)117,731
Income tax expense (benefit) 126 (11,802)28,156 
Net income (loss)$1,164 $(97,412)$89,575 
Net income (loss) per share:
Basic$0.02 $(1.84)$1.64 
Diluted$0.02 $(1.84)$1.62 
Weighted average common shares outstanding (in thousands):
Basic50,684 52,945 54,695 
Diluted51,608 52,945 55,290 
Dividends declared per share$0.32 $0.32 $0.32 
The accompanying notes are an integral part of these Consolidated Statements.

58
WABASH NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Dollars in thousands)

Year Ended December 31,
202120202019
Net income (loss)$1,164 $(97,412)$89,575 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment193 (316)712 
Unrealized (loss) gain on derivative instruments(6,967)11,927 (1,347)
Total other comprehensive (loss) income(6,774)11,611 (635)
Comprehensive (loss) income$(5,610)$(85,801)$88,940 

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

59
WABASH NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Dollars in thousands)


 Common StockAdditional
Paid-In
Capital		Retained
Earnings
(Deficit)		Accumulated
Other
Comprehensive
Income (Loss)		Treasury
Stock		Total
 SharesAmount
Balances at December 31, 201855,135,788 $744 $629,039 $150,244 $(3,343)$(302,835)$473,849 
Net income for the year89,575 89,575 
Foreign currency translation712 712 
Stock-based compensation319,430 5 9,031 9,036 
Stock repurchase(2,072,798)(33,707)(33,707)
Common stock dividends(17,978)(17,978)
Unrealized loss on derivative instruments, net of tax(1,347)(1,347)
Common stock issued in connection with:
Stock option exercises91,200 1 847 848 
Balances at December 31, 201953,473,620 $750 $638,917 $221,841 $(3,978)$(336,542)$520,988 
Net loss for the year(97,412)(97,412)
Foreign currency translation(316)(316)
Stock-based compensation212,009 4 4,506 4,510 
Stock repurchase(1,262,459)(18,895)(18,895)
Common stock dividends(17,196)(17,196)
Unrealized gain on derivative instruments, net of tax11,927 11,927 
Common stock issued in connection with:
Stock option exercises113,312 1 1,272 1,273 
Balances at December 31, 202052,536,482 $755 $644,695 $107,233 $7,633 $(355,437)$404,879 
Net income for the year1,164 1,164 
Foreign currency translation193 193 
Stock-based compensation145,118 2 7,057 7,059 
Stock repurchase(3,927,900)(66,731)(66,731)
Common stock dividends(16,286)(16,286)
Unrealized loss on derivative instruments, net of tax(6,967)(6,967)
Common stock issued in connection with:
Stock option exercises200,782 2 2,226 2,228 
Balances at December 31, 202148,954,482 $759 $653,978 $92,111 $859 $(422,168)$325,539 

The accompanying notes are an integral part of these Consolidated Statements.
60
WABASH NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
 Year Ended December 31,
 202120202019
Cash flows from operating activities:   
Net income (loss)$1,164 $(97,412)$89,575 
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation25,984 25,989 21,886 
Amortization of intangibles22,858 21,981 20,471 
Net gain on sale of assets and business divestiture(1,594)(1,567)(109)
Loss on debt extinguishment9,504 396 165 
Deferred income taxes(8,147)5,016 3,420 
Stock-based compensation7,059 4,509 9,036 
Non-cash interest expense1,082 1,112 1,045 
Impairment29,163 107,114 — 
Accounts receivable(80,879)71,436 8,327 
Inventories(74,804)21,099 (2,510)
Prepaid expenses and other8,570 (2,875)(3,809)
Accounts payable and accrued liabilities54,862 (28,266)(817)
Other, net(2,292)(4,398)(396)
Net cash (used in) provided by operating activities(7,470)124,134 146,284 
Cash flows from investing activities:
Capital expenditures(49,105)(20,131)(37,645)
Proceeds from sale of assets and business divestiture22,029 17,115 785 
Net cash used in investing activities(27,076)(3,016)(36,860)
Cash flows from financing activities:
Proceeds from exercise of stock options2,228 1,273 848 
Dividends paid(16,435)(17,324)(17,797)
Borrowings under revolving credit facilities50,823 45,794 619 
Payments under revolving credit facilities(17,788)(45,794)(619)
Principal payments under finance lease obligations(319)(327)(308)
Borrowings under new senior notes400,000 — — 
Principal payments against old senior notes(315,000)(10,000)— 
Borrowings under term loan credit facility, net of original issuance discount— 148,500 — 
Principal payments under term loan credit facility(138,835)(146,393)(50,470)
Debt issuance costs paid(9,296)(791)(164)
Stock repurchases(66,731)(18,895)(33,707)
Net cash used in financing activities(111,353)(43,957)(101,598)
Cash, cash equivalents, and restricted cash:
Net (decrease) increase in cash, cash equivalents, and restricted cash(145,899)77,161 7,826 
Cash, cash equivalents, and restricted cash at beginning of period217,677 140,516 132,690 
Cash, cash equivalents, and restricted cash at end of period$71,778 $217,677 $140,516 
Supplemental disclosures of cash flow information:
Cash paid for interest$22,040 $23,411 $26,234 
Net (refunds received) cash paid for income taxes$(467)$(4,670)$20,379 

The accompanying notes are an integral part of these Consolidated Statements.
61
WABASH NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE BUSINESS
Wabash National Corporation (the “Company” or “Wabash”) 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 processing equipment. This diversification has been achieved through acquisitions, organic growth, and product innovation.
The One Wabash organizational transformation began during the first quarter of 2020 to better align resources and processes on serving the customer and to enable long-term growth. In connection with the substantial completion of the Company’s One Wabash strategic initiatives, including organizational and structural changes as well as portfolio rationalization, beginning in September 2021 the Company realigned its operating and reportable segments based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this realignment, the Company has established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”), and eliminated the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) segments. Accordingly, historical segment operating information and disclosures have been revised to conform to the current period segment presentation. Refer to Note 19 for additional discussion regarding segments and to Note 5 for the impact thereof to the evaluation of recorded goodwill balances.
As further described in Item 1 of this Annual Report on Form 10-K, on January 10, 2022, the Company completed its review and approval of its plan for rebranding as Wabash®. As part of the planning process, the Company assessed its usage of trade names and brand names in connection with the long-term growth strategy as One Wabash. Under the plan as approved, the Company no longer plans to use certain trade names or brand names, and will predominantly use Wabash (or variations thereof) to refer to the Company. Refer to Note 5 for additional details regarding non-cash impairment charges related to trade name and trademark intangible assets as a result of the Company’s rebranding.
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,
202120202019
Balance at beginning of year$536 $670 $665 
Expected losses10 362 282 
Write-offs, net of recoveries(117)(496)(277)
Balance at end of year$429 $536 $670 
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.
62
Prepaid Expenses and Other. Prepaid expenses and other as of December 31, 2021 and 2020 consists of the following (in thousands):
December 31,
20212020
Chassis converter pool agreements$18,185 $17,767 
Income tax receivables10,386 18,073 
Insurance premiums & maintenance/subscription agreements3,290 4,384 
Assets held for sale350 1,897 
Commodity swap contracts7,963 13,750 
All other3,621 7,165 
$43,795 $63,036 
Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales to the manufacturer’s dealers. Assets held for sale are related to property, plant, and equipment assets that are unused, are actively being marketed for sale, and for which sale is expected within the next 12 months. As further described in Note 10, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. Other items primarily consist of contract assets related to contracts for which the Company recognizes revenue on an over time basis and investments held by the Company’s captive insurance subsidiary. As of December 31, 2021 and 2020, there was no restricted cash included in prepaid expenses and other current assets.
Property, Plant and Equipment. Property, plant and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred, while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvements and range from three to ten years for machinery and equipment.
Goodwill. Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. The Company reviews goodwill for impairment, at the reporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its carrying value may not be recoverable. In accordance with ASC 350, Intangibles - Goodwill and Other, goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative process.
The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test, which is the option the Company has historically chosen.
For reporting units in which the Company performs the quantitative analysis, the Company compares the carrying value, including goodwill, of each reporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, the difference is recognized as an impairment loss charged to the reporting unit. After an impairment loss is recognized, the adjusted carrying amount of goodwill shall be its new accounting basis.
As of December 31, 2021, goodwill allocated to the TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. Because of the recency and lack of changes with respect to market conditions and data assumptions used in the quantitative assessment performed in connection with the segment realignment discussed in more detail in Note 5, during the fourth quarter of 2021 the Company completed its annual goodwill impairment test using a qualitative assessment. As part of the qualitative analysis, the Company considered 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 fair value analysis for each reporting unit (performed in connection with the segment realignment).
During the fourth quarters of 2020 and 2019, the Company completed its annual goodwill impairment test using the quantitative assessment.
63
Except for the impairment charges during the first quarter of 2020, 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.
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.
As further described in Note 5, in connection with the Company’s rebranding initiative the Company recorded non-cash impairment charges of approximately $28.3 million during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract® Technology divestiture. In addition, net intangible assets of approximately $1.1 million were written-off during the fourth quarter of 2020 in connection with the Beall® divestiture.
Other Assets. The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three to seven years. As of December 31, 2021 and 2020, the Company had software costs, net of amortization, of $4.2 million and $6.1 million, respectively. Amortization expense for 2021, 2020, and 2019 was $1.7 million, $2.0 million, and $1.7 million, respectively.
Warranties. The Company offers a limited warranty for its products with a coverage period that ranges between one and five years, except that the coverage period for DuraPlate® trailer panels is ten years. The Company passes through component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale.
The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands):
20212020
Balance as of January 1$20,570 $22,575 
Provision for warranties issued in current year5,061 4,334 
Net adjustment to warranty accrual(170)(228)
Payments(3,416)(6,111)
Balance as of December 31$22,045 $20,570 
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):
20212020
Balance as of January 1$12,086 $12,934 
Expense33,941 47,612 
Payments(34,875)(48,460)
Balance as of December 31$11,152 $12,086 
Income Taxes. The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realize the value of these assets.
The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements.
64
Used Trailer Trade Commitments. The Company may accept trade-in of used trailers when a customer enters into a contract to purchase a new trailer. However, in the contracts for the sale of the new trailers, there is no commitment to repurchase that trailer or a similar trailer in the future. The Company had no outstanding trade commitments as of December 31, 2021 and December 31, 2020. 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 $13.6 million, $21.9 million, and $19.5 million in 2021, 2020, and 2019, respectively.
3. NEW ACCOUNTING PRONOUNCEMENTS
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. ASU No. 2020-04 is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt this standard when LIBOR is discontinued. The Company is evaluating the impact the new standard will have on our consolidated financial statements and related disclosures but does not anticipate a material impact.
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 applies the practical expedient and treats it as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense. For performance obligations satisfied over time, which include certain equipment-related sales within our Parts & Services 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.
65
5. GOODWILL AND OTHER INTANGIBLE ASSETS
Segment Realignment
As further described in Note 19, beginning in September 2021 the Company realigned its operating and reportable segments. Based on these changes, the Company has established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments have also been determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. In accordance with the relevant accounting guidance, the Company performed a quantitative impairment assessment of goodwill immediately prior to and subsequently following the change in segments and reporting units. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded the carrying value. In addition, as part of the change in segment structure, the Company reassigned goodwill from the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) reporting units to the TS and P&S reporting units using a relative fair value allocation approach as required by the relevant accounting guidance.
Reassigned goodwill balances and related activity are shown in the table below. The goodwill impact related to the divestiture of Beall® during the fourth quarter of 2020 was only allocated and related to the TS segment, and the divestiture of Extract® (as discussed below) during the second quarter of 2021 only related to and was only assigned to the P&S segment. The first quarter of 2020 impairment charges for the historical FMP and Tank Trailers reporting units were allocated on a relative fair value basis as the impairment related to both the TS and P&S segments. The historical CTP reporting unit impairment charge in 2016 related only to the P&S segment and was assigned accordingly. The effects of foreign currency were allocated on a relative fair value basis as these effects relate to both segments.
Goodwill and Related Impairment Assessments
As of December 31, 2021, goodwill allocated to the TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. Because of the recency and lack of changes with respect to market conditions and data assumptions used in the quantitative assessment performed in connection with the segment realignment discussed above, during the fourth quarter of 2021 the Company completed its annual goodwill impairment test using a qualitative assessment. As part of the qualitative analysis, the Company considered 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 fair value analysis for each reporting unit (performed in connection with the segment realignment).
During the fourth quarters of 2020 and 2019, the Company completed its annual goodwill impairment test using the quantitative assessment.
Except for the impairment charges during the first quarter of 2020, 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.
As further described in Note 20, during the second quarter of 2021, the Company sold its Extract Technology® (“Extract”) business that manufactured 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. Prior to the divestiture, Extract was an operating unit within the historical DPG reporting unit. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting net gain recognized in connection with the sale. Prior to and subsequent to the divestiture, the Company performed an impairment assessment for the historical DPG reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value.
In addition, 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.
66
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.
For the years ended December 31, 2021, 2020, and 2019, the changes in the carrying amounts of goodwill were as follows (in thousands):
Transportation SolutionsParts & ServicesTotal
Balance at December 31, 2019
   Goodwill$193,488 $119,201 $312,689 
   Accumulated impairment losses— (1,663)(1,663)
Net balance at December 31, 2019193,488 117,538 311,026 
   Goodwill impairments(68,257)(38,480)(106,737)
Impact of divestiture on goodwill(4,685)— (4,685)
   Effects of foreign currency(28)(16)(44)
Balance at December 31, 2020
Goodwill188,775 119,185 307,960 
   Accumulated impairment losses(68,257)(40,143)(108,400)
Net balance as of December 31, 2020120,518 79,042 199,560 
Impact of divestiture on goodwill— (11,101)(11,101)
   Effects of foreign currency (11)(5)(16)
Balance as of December 31, 2021
Goodwill188,764 108,079 296,843 
   Accumulated impairment losses(68,257)(40,143)(108,400)
Net balance as of December 31, 2021$120,507 $67,936 $188,443 

Intangible Assets
As further described throughout this Annual Report on Form 10-K, on January 10, 2022, the Company completed its review and approval of its plan for rebranding as Wabash®. As part of the planning process, the Company assessed its usage of trade names and brand names in connection with the long-term growth strategy as One Wabash. Under the plan as approved, the Company no longer plans to use certain trade names or brand names, and will predominantly use Wabash (or variations thereof) to refer to the Company. The decision resulted in non-cash impairment charges of approximately $28.3 million (of which approximately $25.6 million related to the TS segment and $2.7 million to the P&S segment) during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. The impairment charges are included in Impairment and other, net in the Consolidated Statements of Operations.
Intangible asset amortization expense was $22.9 million, $22.0 million, and $20.5 million for 2021, 2020, and 2019, respectively. Annual intangible asset amortization expense for the next 5 fiscal years is estimated to be $14.9 million in 2022; $12.5 million in 2023; $12.3 million in 2024; $11.4 million in 2025; and $10.7 million in 2026.
Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract® divestiture. In addition, net intangible assets of approximately $1.1 million were written-off during the fourth quarter of 2020 in connection with the Beall® divestiture.
67
As of December 31, 2021, the balances of intangible assets, other than goodwill, were as follows (in thousands):
Weighted Average
Amortization Period		Gross Intangible
Assets		Accumulated
Amortization		Net Intangible
Assets
Trade names and trademarksN/A$— $— $— 
Customer relationships13 years270,016 (157,852)112,164 
Technology12 years11,708 (9,431)2,277 
Total$281,724 $(167,283)$114,441 
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
Trade names and trademarks20 years$51,481 $(19,975)$31,506 
Customer relationships13 years276,973 (145,356)131,617 
Technology12 years12,828 (9,064)3,764 
Total$341,282 $(174,395)$166,887 

6. INVENTORIES
Inventories, net of reserves, consist of the following (in thousands):
December 31,
20212020
Raw materials and components$174,915 $99,418 
Finished goods42,933 44,695 
Work in progress14,133 11,592 
Used trailers737 1,478 
Aftermarket parts4,903 6,567 
$237,621 $163,750 

7. PROPERTY, PLANT, AND EQUIPMENT
Depreciation expense on property, plant, and equipment, which is recorded in Cost of sales and General and administrative expenses in the Consolidated Statements of Operations, as appropriate, was $24.3 million, $24.0 million, and $20.2 million in 2021, 2020, and 2019, respectively, and includes depreciation of assets recorded in connection with the Company’s finance lease agreements. As of December 31, 2021 and 2020, 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 $2.7 million and $2.8 million, respectively, net of accumulated depreciation of $2.0 million and $1.8 million, respectively.
See Note 20 for information related to property, plant, and equipment sales and impairment charges.
68
Property, plant and equipment, net consist of the following (in thousands):
December 31,
20212020
Land$41,098 $38,886 
Buildings and building improvements150,000 149,364 
Machinery and equipment313,744 309,063 
Construction in progress45,505 9,349 
550,347 506,662 
Less: accumulated depreciation(317,922)(296,986)
$232,425 $209,676 

8. OTHER ACCRUED LIABILITIES
The following table presents the major components of Other accrued liabilities (in thousands):
December 31,
20212020
Customer deposits$17,646 $37,792 
Chassis converter pool agreements18,185 17,767 
Warranty22,045 20,570 
Payroll and related taxes15,679 16,163 
Self-insurance11,152 12,086 
Accrued interest4,288 4,368 
Operating lease obligations3,507 4,117 
Accrued taxes8,425 4,790 
All other14,389 13,327 
$115,316 $130,980 

9. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
December 31, 2021December 31, 2020
Senior Notes due 2028$400,000 $— 
Senior Notes due 2025— 315,000 
New Term Loan Credit Agreement— 138,835 
Revolving Credit Agreement33,035 — 
433,035 453,835 
Less: unamortized discount and fees(4,720)(5,856)
Less: current portion— — 
$428,315 $447,979 
69
Senior Notes due 2028
On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes due 2028 (the “New Senior Notes”). The New Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Indenture”). The New Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2022. The New Senior Notes will mature on October 15, 2028. At any time prior to October 15, 2024, the Company may redeem some or all of the New Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the New Senior Notes being redeemed plus an applicable make-whole premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption date.
Prior to October 15, 2024, the Company may redeem up to 40% of the New Senior Notes at a redemption price of 104.500% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain equity offerings so long as if, after any such redemption occurs, at least 60% of the aggregate principal amount of the New Senior Notes remain outstanding. On and after October 15, 2024, the Company may redeem some or all of the New Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on October 15, 2024, 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), unless the Company has exercised its optional redemption right in respect of the New Senior Notes, the holders of the New Senior Notes will have the right to require the Company to repurchase all or a portion of the New Senior Notes at a price equal to 101% of the aggregate principal amount of the New Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.
The New 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 New Senior Notes and related guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and will be subordinated to all of the Company and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the New Senior Notes are structurally subordinated to any existing and future debt of any of the Company’s subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries.
Subject to a number of exceptions and qualifications, the Indenture restricts the Company’s ability and the ability of certain of its subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or with respect to any other interest or participation in, or measured by, its profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications.
During any time when the New Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and the Company and its subsidiaries will cease to be subject to such covenants during such period.
The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the New 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, 2021, the Company was in compliance with all covenants.
The sale of the New Senior Notes resulted in net proceeds to the Company of approximately $395 million, after deducting financing fees and other offering expenses. The Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Senior Notes due 2025, to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement, and to pay all related fees and expenses. Debt extinguishment charges totaling $9.1 million were recorded during the fourth quarter of 2021 in connection with the redemption in full of the Senior Notes due 2025 and the repayment in full of the outstanding borrowing under the New Term Loan Credit Agreement. The loss on debt extinguishment charges are included in Other, net in the Company’s Consolidated Statements of Operations.
Contractual coupon interest expense and accretion of fees for the New Senior Notes for the year ended December 31, 2021 were $4.3 million and $0.1 million, respectively, and are included in Interest expense in the Company’s Consolidated Statements of Operations.
70
Senior Notes due 2025
On September 26, 2017, the Company issued Senior Notes due 2025 (the “Old 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 Old Senior Notes bore interest at the rate of 5.50% per annum from the date of issuance, and required interest to be paid 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 Old Senior Notes to finance a portion of the acquisition of Supreme and to pay related fees and expenses.
The Old Senior Notes were scheduled to mature on October 1, 2025. At any time prior to October 1, 2020, the Company could have redeemed some or all of the Old Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the Old Senior Notes being redeemed plus an applicable make-whole premium set forth in the indenture for the Old 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 40% of the Old 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 the aggregate principal amount of the Old Senior Notes remained outstanding. On and after October 1, 2020, the Company could have redeemed some or all of the Old 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 Old Senior Notes), unless the Company had exercised its optional redemption right in respect of the Old Senior Notes, the holders of the Old Senior Notes would have had the right to require the Company to repurchase all or a portion of the Old Senior Notes at a price equal to 101% of the aggregate principal amount of the Old Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.
The Old Senior Notes were guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Old Senior Notes and related guarantees were 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 Old Senior Notes were 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 Old Senior Notes restricted 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 were subject to a number of important exceptions and qualifications. During any time when the Old Senior Notes were rated investment grade by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no event of default had occurred or was continuing, many of such covenants would have been suspended and the Company and its subsidiaries would not have been subject to such covenants during such period.
The indenture for the Old Senior Notes contained 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 were to have occurred and continued, the principal amount of the Old Senior Notes, plus accrued and unpaid interest, if any, may have been declared immediately due and payable. These amounts would have automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurred.
As described above, in October 2021 the Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Old Senior Notes. Contractual coupon interest expense and accretion of discount and fees for the Old Senior Notes for the years ended December 31, 2021, 2020 and 2019, was $13.8 million, $18.6 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 Old 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 “Second Amended and Restated 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.
71
On September 28, 2020, the Company entered into the First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”) 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.
On September 28, 2021, the Company entered into an Increase Agreement Regarding Incremental Revolver Commitments and Second Amendment to Second Amended and Restated Credit Agreement (the “Second Amendment”, and together with the First Amendment and Second Amended and Restated Credit Agreement, the “Revolving Credit Agreement” or “Revolving Facility”), which exercised an option under the Revolving Credit Agreement to increase the total revolving credit commitments by $50 million from $175 million to $225 million. The Revolving Credit Agreement continues to include an increase option, which would allow the Company, subject to certain terms and conditions set forth in the Revolving Credit Agreement (including the approval of the lenders providing the applicable increase), to increase the total revolving credit commitments under the Revolving Credit Agreement by a further $50 million to a maximum of $275 million.
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 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 New Term Loan Credit Agreement were governed by an Intercreditor Agreement, dated as of September 28, 2020, 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 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 bear interest at an annual rate, at the Borrowers’ election, equal to (i) London Interbank Offer Rate (“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 thereunder.
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. The Company was in compliance with all covenants as of December 31, 2021.
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.
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.
The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $258.0 million as of December 31, 2021 and $384.0 million as of December 31, 2020.
72
During the fourth quarter of 2021, the Company drew $50.0 million under the Revolving Credit Agreement, a portion of which was used along with the proceeds of the New Senior Notes to fund the redemption in full of the Senior Notes due 2025, to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement, and to pay all related fees and expenses of the New Senior Notes. The Company repaid $17.0 million under the Revolving Credit Agreement during the fourth quarter of 2021, and as of December 31, 2021 outstanding borrowings totaled $33.0 million.
During the three-month period ended March 31, 2020, the Company 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, the Company repaid the $45.0 million in outstanding borrowings, and for the remainder of 2020 and as of December 31, 2020, there were no amounts outstanding under the Revolving Facility.
Interest expense under the Revolving Credit Agreement for the years ended December 31, 2021 and 2020 was approximately $0.6 million and $0.2 million, respectively. There was no interest expense under the Revolving Credit Agreement for the year ended December 31, 2019.
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 was guaranteed by certain subsidiaries of the Company (the “Term Loan Guarantors”) and was 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 were 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 had a scheduled maturity date of September 28, 2027. The loans under the New Term Loan Credit Agreement amortized 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 bore 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 contained 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.
Subject to the terms of the Intercreditor Agreement, if the covenants under the New Term Loan Credit Agreement were to be 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 included, 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.
As described above, in October 2021 the Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement. In addition to the full repayment during the fourth quarter, during the second quarter of 2021 the Company made principal payments totaling $30.0 million and recognized loss on debt extinguishment charges of approximately $0.5 million. The extinguishment charges are included in Other, net in the Consolidated Statements of Operations.
73
For the years ended December 31, 2021, 2020, and 2019, under the New and Old Term Loan Credit Agreements the Company paid interest of $3.9 million, $4.8 million, and $7.8 million, respectively. For the years ended December 31, 2021, 2020, and 2019, the Company 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.
In September 2020, 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. In addition, 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 scheduled maturity under the New Term Loan Credit Agreement were satisfied in full with this prepayment. As of December 31, 2020, the Company had $138.8 million outstanding under the New Term Loan Credit Agreement, of which none was classified as current on the Company’s Consolidated Balance Sheets.
For the year ended December 31, 2019, the Company paid principal of $50.5 million and as a result recognized losses on debt extinguishment totaling approximately $0.2 million. The losses on debt extinguishment are included in Other, net in the Company’s Consolidated Statements of Operations.
10. FINANCIAL DERIVATIVE INSTRUMENTS
Commodity Pricing Risk
As of December 31, 2021, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $129.6 million. The Company uses commodity swap contracts to mitigate the risks associated with fluctuations in commodity prices impacting its cash flows related to inventory purchases from suppliers. The Company does not hedge all commodity price risk.
At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified monthly settlement dates and will be recognized into earnings through January 2023. The effective portion of the hedging transaction is recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and transferred to earnings when the forecasted hedged transaction takes place or when the forecasted hedged transaction is no longer probable to occur.
Financial Statement Presentation
As of December 31, 2021 and 2020, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):
Asset / (Liability) Derivatives
Balance Sheet CaptionDecember 31, 2021December 31, 2020
Derivatives designated as hedging instruments
Commodity swap contractsPrepaid expenses and other$7,963 $13,750 
Commodity swap contractsAccounts payable and Other accrued liabilities(5,121)(366)
Total derivatives designated as hedging instruments$2,842 $13,384 
The following table summarizes the gain or loss recognized in AOCI as of December 31, 2021 and 2020 and the amounts reclassified from AOCI into earnings for the years ended December 31, 2021, 2020, and 2019 (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, 2021December 31, 2020202120202019
Derivatives instruments
Commodity swap contracts$2,848 $9,815 Cost of sales$54,937 $(7,778)$(2,297)
74
Over the next 12 months, the Company expects to reclassify approximately $3.9 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 one to 5 years. The exercise of lease renewal options is at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised upon lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Leased assets obtained in exchange for new operating lease liabilities during the year ended December 31, 2021 were approximately $4.6 million. As of December 31, 2021, obligations related to leases that the Company has executed but have not yet commenced were insignificant.
Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):
ClassificationDecember 31, 2021December 31, 2020
Right-of-Use Assets
OperatingOther assets$11,379 $10,842 
FinanceProperty, plant and equipment, net2,658 2,802 
Total leased ROU assets$14,037 $13,644 
Liabilities
Current
OperatingOther accrued liabilities$3,507 $4,117 
FinanceCurrent portion of finance lease obligations59 348 
Noncurrent
OperatingNon-current liabilities7,872 6,967 
FinanceFinance lease obligations— 30 
Total lease liabilities$11,438 $11,462 
Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):
ClassificationTwelve Months Ended December 31, 2021Twelve Months Ended December 31, 2020
Operating lease costCost of sales, selling expenses, and general and administrative expense$5,031 $5,116 
Finance lease cost
Amortization of ROU leased assetsDepreciation and amortization within Cost of sales144 144 
Interest on lease liabilitiesInterest expense55 53 
Net lease cost$5,230 $5,313 
75
Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):
Operating LeasesFinance LeasesTotal
2022$3,992 $59 $4,051 
20233,196 — 3,196 
20242,081 — 2,081 
20251,369 — 1,369 
2026890 — 890 
Thereafter1,152 — 1,152 
Total lease payments$12,680 $59 $12,739 
Less: interest1,301 — 
Present value of lease payments$11,379 $59 
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, 2021December 31, 2020
Weighted average remaining lease term (years)
Operating leases4.33.6
Finance leases0.11.1
Weighted average discount rate
Operating leases5.12 %5.07 %
Finance leases6.16 %6.16 %
Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):
Twelve Months Ended December 31, 2021Twelve Months Ended December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$4,847 $5,091 
Operating cash flows from finance leases$13 $34 
Financing cash flows from finance leases$319 $327 

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;
▪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.
76
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, 2021 and 2020 are shown below (in thousands):
FrequencyAsset / (Liability)Quoted Prices in Active Markets for Identical Assets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
December 31, 2021
Commodity swap contractsRecurring$2,842 $— $2,842 $— 
Mutual fundsRecurring$6,183 $6,183 $— $— 
Life-insurance contractsRecurring$18,670 $— $18,670 $— 
December 31, 2020
Commodity swap contractsRecurring$13,384 $— $13,384 $— 
Mutual fundsRecurring$5,331 $5,331 $— $— 
Life-insurance contractsRecurring$16,930 $— $16,930 $— 
Estimated Fair Value of Debt
The estimated fair value of debt at December 31, 2021 consists primarily of the Senior Notes due 2028 and borrowings under the Revolving Credit Agreement (see Note 9). The fair value of the Senior Notes due 2028, Senior Notes due 2025, and New Term Loan Credit Agreement as of December 31, 2021 and 2020 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.
The Company’s carrying and estimated fair value of debt at December 31, 2021 and December 31, 2020 were as follows (in thousands):
December 31, 2021December 31, 2020
Fair ValueFair Value
Carrying
Value		Level 1Level 2Level 3Carrying
Value		Level 1Level 2Level 3
Instrument
Senior Notes due 2028$395,280 $— $399,727 $— $— $— $— $— 
Senior Notes due 2025— — — — 311,357 — 319,140 — 
New Term Loan Credit Agreement— — — — 136,622 — 136,280 — 
Revolving Credit Agreement33,035 — 33,035 — — — — — 
$428,315 $— $432,762 $— $447,979 $— $455,420 $— 
The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements as long-term debt is presented at carrying value, net of unamortized premium or discount and unamortized deferred financing costs in the consolidated financial statements.
77
13. COMMITMENTS AND CONTINGENCIES
a.    Litigation
As of December 31, 2021, 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 Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to the Company’s financial conditions and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of operations.
On November 13, 2019, the Company received a notice that it was considered one of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). The Company has never owned or operated the Site, but the Site is near certain of the Company’s owned properties. 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 was completed in 2021. The Company submitted to IDEM the final, written report in December 2021, which states that its position is that the Company is not a responsible party and has no liability for any contamination. As of December 31, 2021, 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, 2021, the Company had reserved an insignificant amount for estimated remediation costs for activities at existing and former properties which are recorded within Other accrued liabilities on the Consolidated Balance Sheets.
c.    Letters of Credit
As of December 31, 2021, the Company had standby letters of credit totaling $5.7 million issued in connection with workers compensation claims and surety bonds.
78
d.    Purchase Commitments
The Company has $129.6 million in purchase commitments at December 2021 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, 2021 the Company’s outstanding chassis converter pool with the manufacturer totaled $18.2 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. NET INCOME (LOSS) 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 income (loss) per share is determined using net income (loss) 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).
Year Ended December 31,
202120202019
Basic net income (loss) per share:
Net income (loss) applicable to common stockholders$1,164 $(97,412)$89,575 
Weighted average common shares outstanding50,684 52,945 54,695 
Basic net income (loss) per share$0.02 $(1.84)$1.64 
Diluted net income (loss) per share:
Net income (loss) applicable to common stockholders$1,164 $(97,412)$89,575 
Weighted average common shares outstanding50,684 52,945 54,695 
Dilutive stock options and restricted stock924 — 595 
Diluted weighted average common shares outstanding51,608 52,945 55,290 
Diluted net income (loss) per share$0.02 $(1.84)$1.62 
For the years ended December 31, 2021 and 2019, there were no options excluded from average diluted shares outstanding as the average market price of the common shares was greater than the exercise price. 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.
79
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 grant date fair value. The Company’s policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. Total stock-based compensation expense was $7.1 million, $4.5 million, and $9.0 million in the years ended December 31, 2021, 2020 and 2019, 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 non-vested stock options and restricted stock not yet recognized was approximately $9.6 million at December 31, 2021, for which the weighted average remaining life was approximately 1.7 years.
Restricted Stock
Restricted stock awards vest over a period of one to three years and may be based on the achievement of specific financial performance metrics and market conditions. Awards based strictly on time-based vesting and those awards with performance metrics are valued at the market price on the date of grant. The fair values of the awards that contain market conditions are estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based upon historical volatility, risk-free rates of return, and correlation matrix. Restricted stock awards are generally forfeitable in the event of terminated employment prior to vesting.
A summary of all restricted stock activity during 2021 is as follows:
Number of
Shares		Weighted
Average
Grant Date
Fair Value
Restricted Stock Outstanding at December 31, 20201,832,379 $16.06 
Granted582,081 17.45 
Vested(296,946)18.01 
Forfeited(336,438)22.18 
Restricted Stock Outstanding at December 31, 20211,781,076 $15.03 
During 2021, 2020, and 2019, the Company granted 582,081, 1,010,802, and 853,994 shares of restricted stock, respectively, with aggregate fair values on the date of grant of approximately $10.2 million, $12.6 million, and $13.0 million, respectively. The total fair value of restricted stock that vested during 2021, 2020, and 2019 was approximately $5.0 million, $3.7 million, and $7.4 million, respectively.
Stock Options
Stock options are awarded with an exercise price equal to the market price of the underlying stock on the date of grant, become fully exercisable three years after the date of grant and expire ten years after the date of grant. No stock options have been granted by the Company since February 2015.
A summary of all stock option activity during 2021 is as follows:
Number of OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeAggregate
Intrinsic Value
($ in millions)
Options Outstanding at December 31, 2020414,080 $11.60 2.2$2.3 
Exercised(200,782)$11.09 $1.3 
Forfeited— $— 
Expired(13,587)$10.21 
Options Outstanding at December 31, 2021199,711 $12.20 2.1$1.5 
Options Exercisable at December 31, 2021154,533 $11.82 2.0$1.2 
The total intrinsic value of stock options exercised during 2021, 2020, and 2019 was approximately $1.3 million, $0.5 million, and $0.5 million, respectively.
80
16. STOCKHOLDERS’ EQUITY
Share Repurchase Program
In August 2021, the Company announced that the Board of Directors approved the repurchase of an additional $150 million in shares of common stock over a three-year period. This authorization was an increase to the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in August 2024. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by the Company. As of December 31, 2021, $136.1 million remained available under the program.
Common and Preferred Stock
The Board of Directors has the authority to issue common and unclassed preferred stock of up to 200 million shares and 25 million shares, respectively, with par value of $0.01 per share, as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions.
Accumulated Other Comprehensive Income (Loss)
Changes in AOCI by component, net of tax, for the years ended December 31, 2021, 2020, and 2019 are summarized as follows (in thousands):
Foreign Currency TranslationDerivative InstrumentsTotal
Balances at December 31, 2018$(2,578)$(765)$(3,343)
Net unrealized gains (losses) arising during the period(a)
712 (3,059)(2,347)
Less: Net realized gains (losses) reclassified to net income(b)
— (1,712)(1,712)
Net change during the period712 (1,347)(635)
Balances at December 31, 2019(1,866)(2,112)(3,978)
Net unrealized gains (losses) arising during the period(c)
(316)6,111 5,795 
Less: Net realized gains (losses) reclassified to net loss(d)
— (5,816)(5,816)
Net change during the period(316)11,927 11,611 
Balances at December 31, 2020(2,182)9,815 7,633 
Net unrealized gains (losses) arising during the period(e)
193 34,127 34,320 
Less: Net realized gains (losses) reclassified to net income(f)
— 41,094 41,094 
Net change during the period193 (6,967)(6,774)
Balances at December 31, 2021$(1,989)$2,848 $859 
—————————
(a) Derivative instruments net of $1.0 million of tax benefit for the year ended December 31, 2019.
(b) Derivative instruments net of $0.6 million of tax benefit for the year ended December 31, 2019.
(c) Derivative instruments net of $2.1 million of tax expense for the year ended December 31, 2020.
(d) Derivative instruments net of $2.0 million of tax benefit for the year ended December 31, 2020.
(e) Derivative instruments net of $11.5 million of tax expense for the year ended December 31, 2021.
(f) Derivative instruments net of $13.8 million of tax expense for the year ended December 31, 2021.
17. EMPLOYEE SAVINGS PLANS
Substantially all of the Company’s employees are eligible to participate in a defined contribution plan under Section 401(k) of the Internal Revenue Code. The Company also provides a non-qualified defined contribution plan for senior management and certain key employees. Both plans provide for the Company to match, in cash, a percentage of each employee’s contributions up to certain limits. The Company’s matching contribution and related expense for these plans was approximately $8.0 million, $7.9 million, and $10.2 million for 2021, 2020, and 2019, respectively.
81
18. INCOME TAXES
Income (Loss) Before Income Taxes
The consolidated income (loss) before income taxes for 2021, 2020, and 2019 consists of the following (in thousands):
Years Ended December 31,
 202120202019
Domestic$5,426 $(110,049)$116,886 
Foreign(4,136)835 845 
Total income (loss) before income taxes$1,290 $(109,214)$117,731 
Income Tax Expense (Benefit)
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 2021. 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 expense (benefit) for 2021, 2020, and 2019 consists of the following components (in thousands):
Years Ended December 31,
 202120202019
Current   
Federal$8,449 $(15,190)$18,167 
State(1,098)(2,072)6,233 
Foreign922 444 336 
 8,273 (16,818)24,736 
Deferred
Federal(9,423)7,918 2,760 
State1,310 (2,959)620 
Foreign(34)57 40 
 (8,147)5,016 3,420 
Total consolidated expense (benefit)$126 $(11,802)$28,156 
The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands):
Years Ended December 31,
 202120202019
Pretax book income (loss)$1,290 $(109,214)$117,731 
Federal tax expense (benefit) at applicable statutory rate271 (22,935)24,723 
State and local income taxes (net of federal benefit)212 (4,948)5,513 
Rate differential— (5,004)— 
Impairment and divestiture870 20,111 — 
Tax credits(2,065)— (3,301)
Nondeductible officer compensation390 490 — 
Compensation expense964 1,070 1,317 
Other(516)(586)(96)
Total income tax expense (benefit)$126 $(11,802)$28,156 
82
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, 2021 and 2020, the Company retained a valuation allowance of $1.2 million and $1.0 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, 2021 and 2020, the Company had no U.S. federal tax NOLs. The Company incurred a net loss in 2020 and fully utilized that loss in carrybacks. The Company has various multi-state income tax NOLs aggregating approximately $71.0 million which will expire between 2022 and 2042, if unused.
The components of deferred tax assets and deferred tax liabilities as of December 31, 2021 and 2020 were as follows (in thousands):
December 31,
 20212020
Deferred tax assets  
Tax credits and loss carryforwards$800 $2,518 
Accrued liabilities5,764 6,415 
Incentive compensation8,012 9,202 
Other6,098 328 
 20,674 18,463 
Deferred tax liabilities
Property, plant and equipment(22,344)(22,355)
Intangibles(28,748)(40,043)
Other(4,364)(1,822)
 (55,456)(64,220)
Net deferred tax liability before valuation allowances and reserves(34,782)(45,757)
Valuation allowances(1,237)(1,020)
Net deferred tax liability$(36,019)$(46,777)
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 expense (benefit) on the Consolidated Statements of Operations. As of December 31, 2021 and 2020, the total amount of unrecognized income tax benefits, including interest and penalties, was approximately $2.3 million and $2.2 million, respectively, all of which, if recognized, would impact the effective income tax rate of the Company. As of December 31, 2021 and 2020, the Company had recorded a total of $0.8 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, 2021, the Company is subject to unexpired statutes of limitation for U.S. federal income taxes for the years 2018 through 2020. The Company is also subject to unexpired statutes of limitation for Indiana state income taxes for the years 2018 through 2020.
83
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, 2021 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, 2020$1,422 
Increase in prior year tax positions84 
Balance at December 31, 20201,506 
Increase in prior year tax positions8 
Balance at December 31, 2021$1,514 

19. SEGMENTS
Segment Reporting
The Company has historically managed its business in three segments: CTP, DPG, and FMP. The Company began its One Wabash organizational transformation during the first quarter of 2020 to better align its resources and processes on serving the customer and enable long-term growth. In connection with the substantial completion of the Company’s One Wabash strategic initiatives during Q3 2021, including organizational and structural changes as well as portfolio rationalization, beginning in September 2021 the Company realigned its operating and reportable segments based on how the CODM manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this realignment, the Company eliminated the historical CTP, DPG, and FMP segments and established two operating and reportable segments: TS and P&S.
While the Company has historically generated a small portion of its revenue and profitability from streams like aftermarket parts, repair and maintenance services, and upfitting and equipment services, historically these businesses existed scattered throughout the Company’s siloed organization structure. During the One Wabash transformation that culminated with segment realignment, the Company brought these previously siloed businesses together to leverage the Company’s strengths and better reach the customer, which included shifting significant resources and talent to lead these parts and services businesses. The Company continues to formulate aggressive plans that now underpin growth initiatives under the One Wabash approach.
Additional information related to the composition of each segment is included below.
▪Transportation Solutions (“TS”): The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Company’s wood flooring production facility, all of which were previously reported in the CTP segment. The Company’s EcoNex™ products that were historically included in both the CTP and FMP segments are now reported in the TS segment. In addition, the TS segment includes tank trailers and truck-mounted tanks that were historically reported in the DPG segment. Finally, truck-mounted dry and refrigerated bodies and service and stake bodies that were previously reported in the FMP segment are also in the TS segment.
▪Parts & Services (“P&S”): The P&S segment is comprised of each of the Company’s historical segments’ parts and services businesses as well as the upfitting component of our truck bodies business. In addition, the Company’s Composites business, which focuses on the use of DuraPlate® composite panels beyond the semi-trailer market, is also part of the P&S segment (previously reported in the DPG segment). Finally, the P&S segment includes the Company’s Engineered Products business (previously reported in the DPG segment), including stainless-steel storage tanks and silos, mixers, and processors for a variety of end markets. Growing and expanding the parts and services businesses is a key strategic initiative for the Company moving forward.
The accounting policies of the TS and P&S segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on income (loss) from operations. The Company has not allocated certain corporate related administrative costs, interest, and income taxes included in the corporate and eliminations segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost. Segment assets are not presented as it is not a measure reviewed by the CODM in allocating resources and assessing performance.
84
Reportable segment information is as follows (in thousands):
Transportation SolutionsParts & ServicesCorporate and
Eliminations		Consolidated
2021
Net sales
External customers$1,628,694 $174,574 $— $1,803,268 
Intersegment sales4,625 2,592 (7,217)— 
Total net sales$1,633,319 $177,166 $(7,217)$1,803,268 
Depreciation and amortization$41,819 $4,781 $2,242 $48,842 
Income (Loss) from operations$61,869 $20,201 $(48,528)$33,542 
2020
Net sales
External customers$1,308,935 $172,954 $— $1,481,889 
Intersegment sales6,494 6,520 (13,014)— 
Total net sales$1,315,429 $179,474 $(13,014)$1,481,889 
Depreciation and amortization$40,236 $5,512 $2,222 $47,970 
Loss from operations$(29,702)$(12,658)$(43,248)$(85,608)
2019
Net sales
External customers$2,103,955 $215,181 $— $2,319,136 
Intersegment sales10,854 10,838 (21,692)— 
Total net sales$2,114,809 $226,019 $(21,692)$2,319,136 
Depreciation and amortization$34,821 $5,828 $1,708 $42,357 
Income (Loss) from operations$153,907 $31,523 $(42,644)$142,786 

Customer Concentration
The Company is subject to a concentration of risk as the five largest customers together accounted for approximately 30%, 21%, and 27% of the Company’s aggregate net sales in 2021, 2020, and 2019, 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.
Product Information
The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and services, and (4) equipment and other (which includes new truck body sales). The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands):
Year ended December 31, 2021Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,354,375 $179 $(181)$1,354,373 75.2%
Used trailers165 2,349 — 2,514 0.1%
Components, parts and services— 131,929 — 131,929 7.3%
Equipment and other278,779 42,709 (7,036)314,452 17.4%
Total net external sales$1,633,319 $177,166 $(7,217)$1,803,268 100.0%

85
Year ended December 31, 2020Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,087,978 $3,387 $(3,545)$1,087,820 73.4%
Used trailers3,677 4,709 — 8,386 0.6%
Components, parts and services— 123,517 — 123,517 8.3%
Equipment and other223,774 47,861 (9,469)262,166 17.7%
Total net external sales$1,315,429 $179,474 $(13,014)$1,481,889 100.0%

Year ended December 31, 2019Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,661,897 $7,859 $(7,077)$1,662,679 71.6%
Used trailers85 2,394 — 2,479 0.1%
Components, parts and services— 155,104 — 155,104 6.7%
Equipment and other452,827 60,662 (14,615)498,874 21.5%
Total net external sales$2,114,809 $226,019 $(21,692)$2,319,136 100.0%

20. DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT
During the second quarter of 2021, the Company sold its Extract Technology® (“Extract”) business that manufactured 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. Proceeds of the sale, net of transaction costs and cash divested, totaled approximately $20.8 million. Prior to the sale, Extract was an operating unit within the historical DPG reporting segment. A gain on sale of approximately $1.9 million was recognized in connection with the divestiture, and a portion of the net proceeds from the sale were used to pay down outstanding principal under the New Term Loan Credit Agreement as further described in Note 9. The gain 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 $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill, along with net intangible assets of approximately $1.3 million, were included in the carrying value of the disposed assets and the resulting gain recognized in connection with the sale.
During the first quarter of 2021, the Company impaired unused and obsolete property, plant, and equipment assets totaling approximately $0.8 million. The impairment charges are included in Impairment and other, net in the Consolidated Statements of Operations.
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.
86
21. CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of the unaudited quarterly results of operations for fiscal years 2021, 2020, and 2019 (dollars in thousands, except per share amounts):
First
Quarter		Second
Quarter		Third
Quarter		Fourth
Quarter
2021
Net sales$392,003 $449,422 $482,566 $479,277 
Gross profit$47,166 $55,608 $51,045 $42,648 
Net income (loss)$3,217 $12,252 $11,008 $(25,313)
Basic net income (loss) per share(1)
$0.06 $0.24 $0.22 $(0.51)
Diluted net income (loss) per share(1)
$0.06 $0.24 $0.22 $(0.51)
2020
Net sales$387,074 $339,153 $351,584 $404,078 
Gross profit$36,743 $34,321 $43,194 $45,496 
Net (loss) income$(106,647)$(146)$3,887 $5,494 
Basic net (loss) income per share(1)
$(2.01)$— $0.07 $0.10 
Diluted net (loss) income per share(1)
$(2.01)$— $0.07 $0.10 
2019
Net sales$533,174 $626,053 $580,908 $579,001 
Gross profit$68,690 $87,650 $77,735 $72,307 
Net income$14,780 $30,960 $25,460 $18,375 
Basic net income per share(1)
$0.27 $0.56 $0.47 $0.34 
Diluted net income per share(1)
$0.27 $0.56 $0.46 $0.34 
—————————
(1)Basic and diluted net income (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income (loss) per share may differ from annual net income (loss) 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, 2021, 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 2021 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
87
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 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, 2021, 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, 2021.
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, 2021, and its report on internal controls over financial reporting as of December 31, 2021 appears on the following page.
Brent L. YeagyPresident and Chief Executive Officer
Michael N. PettitSenior Vice President and Chief Financial Officer
February 24, 2022

88
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, 2021, 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, 2021, 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, 2021 and 2020, 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, 2021, and the related notes and our report dated February 24, 2022 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 24, 2022

ITEM 9B—OTHER INFORMATION
None.
89
ITEM 9C—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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 2022 Annual Meeting of Stockholders to be held May 11, 2022.
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.onewabash.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 2022 Annual Meeting of Stockholders to be held May 11, 2022.
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 2022 Annual Meeting of Stockholders to be held on May 11, 2022.
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 2022 Annual Meeting of Stockholders to be held on May 11, 2022.
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 2022 Annual Meeting of Stockholders to be held on May 11, 2022.
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.
90
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, 2021 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2021 and 2020, (ii) the Consolidated Statements of Operations for the twelve months ended December 31, 2021, 2020, and 2019, (iii) the Consolidated Statements of Comprehensive (Loss) Income for the twelve months ended December 31, 2021, 2020, and 2019, (iv) the Consolidated Statements of Stockholders’ Equity for the twelve months ended December 31, 2021, 2020, and 2019, (v) the Consolidated Statements of Cash Flows for the twelve months ended December 31, 2021, 2020, and 2019, 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. (19)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (19)
#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
(2)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended March 31, 2005 (File No. 001-10883)
(3)Incorporated by reference to the Registrant’s Form 8-K filed on December 16, 2015 (File No. 001-10883)
91
(4)Incorporated by reference to the Registrant’s Form 8-K filed on May 24, 2007 (File No. 001-10883)
(5)Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2007 (File No. 001-10883)
(6)Incorporated by reference to the Registrant’s Form 8-K filed on February 22, 2022 (File No. 001-10883)
(7)Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2011 (File No. 001-10883)
(8)Incorporated by reference to the Registrant’s Form 8-K filed on May 25, 2011 (File No. 001-10883)
(9)Incorporated by reference to the Registrant’s Form 8-K filed on September 14, 2011 (File No. 001-10883)
(10)Incorporated by reference to the Registrant’s Form 8-K filed on December 27, 2018 (File No. 001-10883)
(11)Incorporated by reference to the Registrant’s Form S-8 filed on May 18, 2017 (File No. 333-218085)
(12)Incorporated by reference to the Registrant’s Form 8-K filed on December 15, 2017 (File No. 001-10883)
(13)Incorporated by reference to the Registrant’s Form 10-Q filed on July 29, 2020 (File No. 001-10883)
(14)Incorporated by reference to the Registrant’s Form 8-K filed on September 30, 2020 (File No. 001-10883)
(15)Incorporated by reference to the Registrant’s Form 10-K filed on February 25, 2020 (File No. 001-10883)
(16)Incorporated by reference to the Registrant’s Form 10-K filed on February 25, 2021 (File No. 001-10883)
(17)Incorporated by reference to the Registrant’s Form 8-K filed on September 29, 2021 (File No 001-10883)
(18)Incorporated by reference to the Registrant’s Form 8-K filed on October 6, 2021 (File No 001-10883)
(19)Filed herewith

92
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 24, 2022By:/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 and in the capacities and on the date indicated.
Signature and NameTitleDate
/s/ Brent L. YeagyPresident and Chief Executive Officer, DirectorFebruary 24, 2022
Brent L. Yeagy(Principal Executive Officer)
/s/ Michael N. PettitSenior Vice President and Chief Financial OfficerFebruary 24, 2022
Michael N. Pettit(Principal Financial Officer and Principal Accounting Officer)
/s/ Larry J. MageeChairman of the Board of DirectorsFebruary 24, 2022
Larry J. Magee
/s/ Therese M. BassettDirectorFebruary 24, 2022
Therese M. Bassett
/s/ John G. BossDirectorFebruary 24, 2022
John G. Boss
/s/ John E. KunzDirectorFebruary 24, 2022
John E. Kunz
/s/ Ann D. MurtlowDirectorFebruary 24, 2022
Ann D. Murtlow
/s/ Scott K. SorensenDirectorFebruary 24, 2022
Scott K. Sorensen
/s/ Stuart A. Taylor IIDirectorFebruary 24, 2022
Stuart A. Taylor II

93
 EX-21.1 2 exhibit211-20211231.htm EX-21.1 Document

Exhibit 21.1

SUBSIDIARIES OF THE COMPANY AND
OWNERSHIP OF SUBSIDIARY STOCK

NAME OF SUBSIDIARYSTATE OF INCORPORATION% OF SHARES OWNED BY THE CORPORATION*
Wabash National Trailer Centers, Inc.
Delaware100%
Wabash Wood Products, Inc.
Arkansas100%
Wabash National, L.P.
Delaware100%
Wabash National Manufacturing, L.P.
Delaware100%
Wabash National Services, L.P.
Delaware100%
Continental Transit Corporation
Indiana100%
Transcraft Corporation
Delaware100%
Walker Stainless Equipment Co., LLCDelaware100%
Brenner Tank Services, LLCWisconsin100%
Bulk Solutions, LLC
Texas
100%
Brenner Tank LLCWisconsin100%
Wabash International Holdings, Inc.Delaware100%
Supreme Industries, Inc.Delaware100%
Supreme Insurance Company, Inc.Nevada100%
Supreme CorporationTexas100%
Supreme Indiana Operations, Inc.Delaware100%
Supreme Corporation of GeorgiaTexas100%
Supreme Corporation of TexasTexas100%
Supreme Truck Bodies of California, Inc.California100%
Supreme Mid-Atlantic CorporationTexas100%
SC Tower Structural Laminating, Inc.Texas100%
Supreme/Murphy Truck Bodies, Inc.North Carolina100%
Supreme Northwest, LLCTexas100%
Supreme Midwest Properties, Inc.Texas100%
Supreme Southeast Properties, Inc.Texas100%
Supreme Southwest Properties, Inc.Texas100%
Supreme Upfit Solutions & Service, Inc.Texas100%
Supreme West Properties, Inc.Texas100%
Supreme STB, LLCCalifornia100%
____________________
*Includes both direct and indirect ownership by Wabash National Corporation


 EX-23.1 3 exhibit231-20211231.htm EX-23.1 Document

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 24, 2022, 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, 2021.


/s/ Ernst & Young LLP
Indianapolis, Indiana
February 24, 2022

EX-31.1 4 exhibit311-20211231.htm EX-31.1 Document

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 24, 2022
/s/ Brent L. Yeagy    
Brent L. Yeagy
President and Chief Executive Officer
(Principal Executive Officer)


 EX-31.2 5 exhibit312-20211231.htm EX-31.2 Document

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 24, 2022
/s/ Michael N. Pettit    
Michael N. Pettit
Senior Vice President and Chief Financial Officer
    (Principal Financial Officer)


 EX-32.1 6 exhibit321-20211231.htm EX-32.1 Document

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 24, 2022:

•the Annual Report on Form 10-K of the Company for the year ended December 31, 2021 filed on February 24, 2022, 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 24, 2022                
                    
                    /s/ Michael N. Pettit
                    Michael N. Pettit
                    Senior Vice President and Chief Financial Officer
                    February 24, 2022


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

 EX-101.SCH 7 wnc-20211231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0001001 - Document - Cover Page link:presentationLink link:calculationLink link:definitionLink 0002002 - Document - Audit Information link:presentationLink link:calculationLink link:definitionLink 1001003 - Statement - CONSOLIDATED BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 1002004 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1003005 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 1004006 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME link:presentationLink link:calculationLink link:definitionLink 1005007 - Statement - CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY link:presentationLink link:calculationLink link:definitionLink 1006008 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 2101101 - Disclosure - DESCRIPTION OF THE BUSINESS link:presentationLink link:calculationLink link:definitionLink 2102102 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES link:presentationLink link:calculationLink link:definitionLink 2203201 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:calculationLink link:definitionLink 2304301 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) link:presentationLink link:calculationLink link:definitionLink 2405401 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Allowance for Doubtful Accounts (Details) link:presentationLink link:calculationLink link:definitionLink 2406402 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Prepaid Expenses and Other (Details) link:presentationLink link:calculationLink link:definitionLink 2407403 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2408404 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranty Accrual Included in Other Accrued Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2409405 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Self-Insurance Accrual Included In Other Accrued Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2110103 - Disclosure - NEW ACCOUNTING PRONOUNCEMENTS link:presentationLink link:calculationLink link:definitionLink 2111104 - Disclosure - REVENUE RECOGNITION link:presentationLink link:calculationLink link:definitionLink 2112105 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS link:presentationLink link:calculationLink link:definitionLink 2313302 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) link:presentationLink link:calculationLink link:definitionLink 2414406 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2415407 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in the Carrying Amounts of Goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 2416408 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2117106 - Disclosure - INVENTORIES link:presentationLink link:calculationLink link:definitionLink 2318303 - Disclosure - INVENTORIES (Tables) link:presentationLink link:calculationLink link:definitionLink 2419409 - Disclosure - INVENTORIES - Schedule of Inventories (Details) link:presentationLink link:calculationLink link:definitionLink 2120107 - Disclosure - PROPERTY, PLANT AND EQUIPMENT link:presentationLink link:calculationLink link:definitionLink 2321304 - Disclosure - PROPERTY, PLANT AND EQUIPMENT (Tables) link:presentationLink link:calculationLink link:definitionLink 2422410 - Disclosure - PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2423411 - Disclosure - PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) link:presentationLink link:calculationLink link:definitionLink 2124108 - Disclosure - OTHER ACCRUED LIABILITIES link:presentationLink link:calculationLink link:definitionLink 2325305 - Disclosure - OTHER ACCRUED LIABILITIES (Tables) link:presentationLink link:calculationLink link:definitionLink 2426412 - Disclosure - OTHER ACCRUED LIABILITIES - Major Components of Other Accrued Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2127109 - Disclosure - LONG-TERM DEBT link:presentationLink link:calculationLink link:definitionLink 2328306 - Disclosure - LONG-TERM DEBT (Tables) link:presentationLink link:calculationLink link:definitionLink 2429413 - Disclosure - LONG-TERM DEBT - Components of Long Term Debt (Details) link:presentationLink link:calculationLink link:definitionLink 2430414 - Disclosure - LONG-TERM DEBT - Senior Notes Due 2028 (Details) link:presentationLink link:calculationLink link:definitionLink 2431415 - Disclosure - LONG-TERM DEBT - Senior Notes Due 2025 (Details) link:presentationLink link:calculationLink link:definitionLink 2432416 - Disclosure - LONG-TERM DEBT - Revolving Credit Agreement Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2433417 - Disclosure - LONG-TERM DEBT - New and Old Term Loan Credit Agreement Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2134110 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS link:presentationLink link:calculationLink link:definitionLink 2335307 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 2436418 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2437419 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS - Fair Value Carrying Amount (Details) link:presentationLink link:calculationLink link:definitionLink 2438420 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS - Gain or Loss Recognized in Accumulated Other Comprehensive Income (Details) link:presentationLink link:calculationLink link:definitionLink 2139111 - Disclosure - LEASES link:presentationLink link:calculationLink link:definitionLink 2340308 - Disclosure - LEASES (Tables) link:presentationLink link:calculationLink link:definitionLink 2441421 - Disclosure - LEASES - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2442422 - Disclosure - LEASES - Leased Assets and Liabilities Included Within the Condensed Consolidated Balance Sheets (Details) link:presentationLink link:calculationLink link:definitionLink 2443423 - Disclosure - LEASES - Lease Cost (Details) link:presentationLink link:calculationLink link:definitionLink 2444424 - Disclosure - LEASES - Maturity of Lease Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2444424 - Disclosure - LEASES - Maturity of Lease Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2445425 - Disclosure - LEASES - Lease Terms and Discount Rates (Details) link:presentationLink link:calculationLink link:definitionLink 2446426 - Disclosure - LEASES - Lease Costs Included in the Condensed Consolidated Statements of Cash Flows (Details) link:presentationLink link:calculationLink link:definitionLink 2147112 - Disclosure - FAIR VALUE MEASUREMENTS link:presentationLink link:calculationLink link:definitionLink 2348309 - Disclosure - FAIR VALUE MEASUREMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 2449427 - Disclosure - FAIR VALUE MEASUREMENTS - Fair Value Measurements and Fair Value Hierarchy Level of Assets and Liabilities Measure at Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 2450428 - Disclosure - FAIR VALUE MEASUREMENTS - Carrying and Estimated Fair Value of Debt (Details) link:presentationLink link:calculationLink link:definitionLink 2151113 - Disclosure - COMMITMENTS AND CONTINGENCIES link:presentationLink link:calculationLink link:definitionLink 2452429 - Disclosure - COMMITMENTS AND CONTINGENCIES - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2153114 - Disclosure - NET INCOME (LOSS) PER SHARE OF COMMON STOCK link:presentationLink link:calculationLink link:definitionLink 2354310 - Disclosure - NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables) link:presentationLink link:calculationLink link:definitionLink 2455430 - Disclosure - NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Calculation of Basic and Diluted Per Share Of Common Stock (Details) link:presentationLink link:calculationLink link:definitionLink 2456431 - Disclosure - NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2157115 - Disclosure - STOCK-BASED COMPENSATION link:presentationLink link:calculationLink link:definitionLink 2358311 - Disclosure - STOCK-BASED COMPENSATION (Tables) link:presentationLink link:calculationLink link:definitionLink 2459432 - Disclosure - STOCK-BASED COMPENSATION - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2460433 - Disclosure - STOCK-BASED COMPENSATION - Summary of Restricted Stock Activity (Details) link:presentationLink link:calculationLink link:definitionLink 2461434 - Disclosure - STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details) link:presentationLink link:calculationLink link:definitionLink 2162116 - Disclosure - STOCKHOLDERS' EQUITY link:presentationLink link:calculationLink link:definitionLink 2363312 - Disclosure - STOCKHOLDERS' EQUITY (Tables) link:presentationLink link:calculationLink link:definitionLink 2464435 - Disclosure - STOCKHOLDERS' EQUITY - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2465436 - Disclosure - STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Details) link:presentationLink link:calculationLink link:definitionLink 2166117 - Disclosure - EMPLOYEE SAVINGS PLANS link:presentationLink link:calculationLink link:definitionLink 2467437 - Disclosure - EMPLOYEE SAVINGS PLANS - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2168118 - Disclosure - INCOME TAXES link:presentationLink link:calculationLink link:definitionLink 2369313 - Disclosure - INCOME TAXES (Tables) link:presentationLink link:calculationLink link:definitionLink 2470438 - Disclosure - INCOME TAXES - Consolidated Income (loss) Before Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2471439 - Disclosure - INCOME TAXES - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2472440 - Disclosure - INCOME TAXES - Consolidated Income Tax Expense (benefit) (Details) link:presentationLink link:calculationLink link:definitionLink 2473441 - Disclosure - INCOME TAXES - Reconciliation of Differences from U.S. Federal Statutory Rate (Details) link:presentationLink link:calculationLink link:definitionLink 2474442 - Disclosure - INCOME TAXES - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2475443 - Disclosure - INCOME TAXES - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) link:presentationLink link:calculationLink link:definitionLink 2176119 - Disclosure - SEGMENTS link:presentationLink link:calculationLink link:definitionLink 2377314 - Disclosure - SEGMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 2478444 - Disclosure - SEGMENTS - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2479445 - Disclosure - SEGMENTS - Reportable Segment Information (Details) link:presentationLink link:calculationLink link:definitionLink 2480446 - Disclosure - SEGMENTS - Major Product Categories and Percentage of Consolidated Net Sales (Details) link:presentationLink link:calculationLink link:definitionLink 2181120 - Disclosure - DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT link:presentationLink link:calculationLink link:definitionLink 2482447 - Disclosure - DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT (Details) link:presentationLink link:calculationLink link:definitionLink 2183121 - Disclosure - CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) link:presentationLink link:calculationLink link:definitionLink 2384315 - Disclosure - CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) link:presentationLink link:calculationLink link:definitionLink 2485448 - Disclosure - CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) - Summary of the Unaudited Quarterly Results of Operations (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 8 wnc-20211231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 9 wnc-20211231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 10 wnc-20211231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Stock repurchase program, authorized amount Stock Repurchase Program, Authorized Amount Letter of Credit Letter of Credit [Member] State Current State and Local Tax Expense (Benefit) Trade names and trademarks Trademarks and Trade Names [Member] Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Net income (loss) Net income (loss) Net income (loss) for the year Net Income (Loss) Attributable to Parent Operating Operating Lease, Right-of-Use Asset Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Statistical Measurement [Domain] Statistical Measurement [Domain] Life-insurance contracts Cash Surrender Value, Fair Value Disclosure Commodity swap contracts Derivative Liability Expense Expenses From Self Insurance Expenses from self insurance. Security Exchange Name Security Exchange Name Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Proceeds from sale of property, plant, and equipment Proceeds from Sale of Property, Plant, and Equipment Revenue from Contract with Customer [Abstract] Revenue from Contract with Customer [Abstract] Impairment of intangible assets Impairment of Intangible Assets (Excluding Goodwill) Forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period Operating leases Operating Lease, Weighted Average Remaining Lease Term Aftermarket parts Inventory, Parts and Components, Net of Reserves Other assets Other Assets, Noncurrent Grant date fair value Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Fair Value Share-based compensation arrangement by share-based payment award options fair value of options on grant date. Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Segments [Axis] Segments [Axis] Net (decrease) increase in cash, cash equivalents, and restricted cash Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Entity File Number Entity File Number Debt instrument, redemption price, percentage Debt Instrument, Redemption Price, Percentage Intangibles Deferred Tax Liabilities, Intangible Assets Intrinsic value of options exercised Exercised Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value 2024 Operating Lease and Finance Lease, Liability, To Be Paid, Year Three Operating Lease and Finance Lease, Liability, To Be Paid, Year Three Net gain on sale of assets and business divestiture Gain (Loss) on Disposition of Assets DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Total lease liabilities Operating Lease and Finance Lease Liability Operating Lease and Finance Lease Liability Lessee, Lease, Description [Line Items] Lessee, Lease, Description [Line Items] Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization, Consolidation and Presentation of Financial Statements [Abstract] Amortization of intangible assets Amortization of intangibles Amortization of Intangible Assets Stock repurchase program, remaining authorized repurchase amount Stock Repurchase Program, Remaining Authorized Repurchase Amount Increase in prior year tax positions Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Borrowings under new senior notes Proceeds from Issuance of Senior Long-term Debt Average diluted shares outstanding (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Operating leases Operating Lease, Weighted Average Discount Rate, Percent Schedule of Inventory, Current Schedule of Inventory, Current [Table Text Block] Standard product warranty, coverage period Standard Product Warranty, Coverage Period Standard Product Warranty, Coverage Period Line of credit facility, increase in borrowing capacity Line Of Credit Facility, Increase In Borrowing Capacity Line Of Credit Facility, Increase In Borrowing Capacity Chassis converter pool agreements Prepaid Chassis converter pool agreements The prepaid amount of chassis converter pool agreements. 2025 Operating Lease and Finance Lease, Liability, To Be Paid, Year Four Operating Lease and Finance Lease, Liability, To Be Paid, Year Four Assets and Liabilities, Lessee Assets and Liabilities, Lessee [Table Text Block] Assets and Liabilities, Lessee [Table Text Block] Payroll and related taxes Accrued Payroll Taxes Cash Flow Hedging Cash Flow Hedging [Member] Property, plant and equipment, gross Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization Fair Value, Liabilities Measured on Recurring Basis Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] Disposal Group Name [Axis] Disposal Group Name [Axis] Award Type [Domain] Award Type [Domain] Finance lease cost Lessee, Finance Lease, Description [Abstract] Local Phone Number Local Phone Number Credit Facility [Domain] Credit Facility [Domain] Assets Right-of-Use Assets Assets [Abstract] Aggregate Intrinsic Value ($ in millions) Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] Options Exercisable (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Land Land [Member] Accumulated impairment losses at beginning of period Accumulated impairment losses at end of period Goodwill, Impaired, Accumulated Impairment Loss FINANCIAL DERIVATIVE INSTRUMENTS Derivative Instruments and Hedging Activities Disclosure [Text Block] Deferred tax assets, operating loss carryforwards, domestic Deferred Tax Assets, Operating Loss Carryforwards, Domestic Concentration risk percentage Percentage of consolidated net sales Concentration Risk, Percentage GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and Intangible Assets Disclosure [Text Block] Property, Plant and Equipment Property, Plant and Equipment, Policy [Policy Text Block] Beall Tank Trailers Beall Tank Trailers [Member] Beall Tank Trailers Balance beginning of period (in shares) Balance end of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Total derivatives designated as hedging instruments Derivative Assets (Liabilities), at Fair Value, Net Retained Earnings (Deficit) Retained Earnings [Member] Debt Instrument [Axis] Debt Instrument [Axis] Prepaid expenses and other Increase (Decrease) in Prepaid Expense and Other Assets Noncurrent Liabilities, Noncurrent [Abstract] COMMITMENTS AND CONTINGENCIES Commitments and Contingencies Disclosure [Text Block] Indefinite-lived Intangible Assets, Written off Related to Sale of Business Unit Indefinite-lived Intangible Assets, Written off Related to Sale of Business Unit Debt Instrument, Redemption, Period Four Twelve-month period beginning on October 1, 2022 Debt Instrument, Redemption, Period Four [Member] Debt instrument, redemption price, percentage for first threshold Debt Instrument, Redemption Price, Percentage For First Threshold Debt Instrument, Redemption Price, Percentage For First Threshold Related Party [Axis] Related Party [Axis] Accounts receivable Increase (Decrease) in Accounts Receivable Leased assets obtained in exchange for new operating lease liabilities Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Derivative Instruments and Hedging Activities Disclosure [Abstract] Derivative Instruments and Hedging Activities Disclosure [Abstract] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Other Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Abstract] Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Principal payments under finance lease obligations Financing cash flows from finance leases Finance Lease, Principal Payments Number of operating segments Number of Operating Segments Gain (loss) on divestiture Gain (Loss) on Disposition of Business Basic (in usd per share) Basic net (loss) income per share (in usd per share) Earnings Per Share, Basic Indefinite-lived Intangible Assets, Major Class Name [Domain] Indefinite-lived Intangible Assets, Major Class Name [Domain] 2024 Lessee, Operating Lease, Liability, to be Paid, Year Three Components, parts and services Components, Parts and Services [Member] Components, Parts and Services [Member] REVENUE RECOGNITION Revenue from Contract with Customer [Text Block] Impairment and other, net Asset Impairment Charges And Other Asset Impairment Charges And Other Restricted cash Restricted Cash and Investments, Current Debt instrument, redemption price, percentage of principal amount outstanding Debt Instrument, Redemption Price, Percentage of Principal Amount Outstanding Debt Instrument, Redemption Price, Percentage of Principal Amount Outstanding Schedule of Product Information [Table] Schedule of Product Information [Table] Used Trailer Trade Commitments Commitments and Contingencies, Policy [Policy Text Block] Reporting Unit [Domain] Reporting Unit [Domain] Self Insurance Reserve [Roll Forward] Self Insurance Reserve [Roll Forward] Self Insurance Reserve [Roll Forward] Diluted net income (loss) per share: Earnings Per Share, Diluted [Abstract] New Term Loan Credit Agreement Term Loan Credit Facility [Member] Tax credits and loss carryforwards Deferred Tax Assets, Tax Credit Carryforwards Machinery and equipment Machinery and Equipment [Member] Derivative instruments, gain (loss) reclassified from accumulated OCI into income over the next 12 months Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred Net deferred tax liability Deferred Tax Liabilities, Net Number of shares authorized (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Operating cash flows from operating leases Operating Lease, Payments Derivative asset, fair value, gross asset Derivative Asset, Fair Value, Gross Asset Property, plant and equipment Deferred Tax Liabilities, Property, Plant and Equipment Research and Development Research and Development Expense, Policy [Policy Text Block] Expected losses Accounts Receivable, Credit Loss Expense (Reversal) Disposal Groups, Including Discontinued Operations [Table] Disposal Groups, Including Discontinued Operations [Table] Long-term debt Long-term Debt, Gross Goodwill [Roll Forward] Goodwill [Roll Forward] Debt Instrument, Redemption, Period Two Twelve-month period beginning October 1, 2020 Debt Instrument, Redemption, Period Two [Member] Reporting Unit [Axis] Reporting Unit [Axis] Entity Voluntary Filers Entity Voluntary Filers Vested in period, fair value Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value Plan Name [Axis] Plan Name [Axis] Long-term debt Long-term Debt Finance lease, right-of-use asset, net of accumulated amortization Finance Finance Lease, Right-of-Use Asset, after Accumulated Amortization Stock repurchases Payments for Repurchase of Equity Quoted Prices in Active Markets for Identical Assets (Level 1) Level 1 Fair Value, Inputs, Level 1 [Member] Cash flows from investing activities: Net Cash Provided by (Used in) Investing Activities [Abstract] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Goodwill, impairment loss Goodwill impairments Goodwill, Impairment Loss Other Assets Other Assets [Policy Text Block] The disclosure of accounting policies refers to other assets. Income Tax Disclosure [Abstract] Income Tax Disclosure [Abstract] State and local income taxes (net of federal benefit) Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount Entity Small Business Entity Small Business Operating Leases Lessee, Operating Lease, Liability, Payment, Due [Abstract] Base Rate Base Rate [Member] Debt instrument, covenant period Debt Instrument, Covenant Period Debt Instrument, Covenant Period Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] Total liabilities and stockholders' equity Liabilities and Equity All other Other Accrued Liabilities, Current Final Mile Products Segment Final Mile Products Segment [Member] Compensation expense Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount 2026 Lessee, Operating Lease, Liability, to be Paid, Year Five Vested (in usd per share) Exercised (in usd per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Additional paid-in capital Additional Paid in Capital Lessee, Lease, Description [Table] Lessee, Lease, Description [Table] Supplemental disclosures of cash flow information: Supplemental Cash Flow Elements [Abstract] Liabilities and Stockholders' Equity Liabilities and Equity [Abstract] Unrecognized tax benefits that would impact effective tax rate Unrecognized Tax Benefits that Would Impact Effective Tax Rate Hedging Relationship [Domain] Hedging Relationship [Domain] Net realized gains (losses) reclassified to net income, tax expense (benefit) Reclassification from AOCI, Current Period, Tax NET INCOME (LOSS) PER SHARE OF COMMON STOCK Earnings Per Share [Text Block] Stock repurchase Treasury Stock, Value, Acquired, Cost Method Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block] Entity Interactive Data Current Entity Interactive Data Current Cash and Cash Equivalents [Domain] Cash and Cash Equivalents [Domain] 2025 Finite-Lived Intangible Asset, Expected Amortization, Year Four Prepaid Expenses and Other Current Assets Prepaid Expenses and Other Current Assets [Table Text Block] Tabular disclosure of the carrying amounts of prepaid expenses and other assets. Non-cash interest expense Paid-in-Kind Interest Stock option exercises Stock Issued During Period, Value, Stock Options Exercised Standby Letters of Credit Standby Letters of Credit [Member] Minimum Minimum [Member] Income tax receivables Income Taxes Receivable, Current DESCRIPTION OF THE BUSINESS Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] Other, net Increase (Decrease) in Other Operating Assets and Liabilities, Net Gross profit Gross profit Gross Profit 2023 Lessee, Operating Lease, Liability, to be Paid, Year Two Long-term line of credit Long-term Line of Credit Balance Sheet Location [Domain] Balance Sheet Location [Domain] Indefinite-lived Intangible Assets [Axis] Indefinite-lived Intangible Assets [Axis] Borrowings under term loan credit facility, net of original issuance discount Proceeds from Notes Payable Preferred stock, shares authorized (in shares) Preferred Stock, Shares Authorized 2026 Operating and Finance Lease, Liability, To Be Paid, Year Five Operating and Finance Lease, Liability, To Be Paid, Year Five Reclassifications Reclassification, Comparability Adjustment [Policy Text Block] Balance beginning of period Balance end of period Unrecognized Tax Benefits Deferred tax assets Deferred Tax Assets, Gross Entity Common Stock, Shares Outstanding (in shares) Entity Common Stock, Shares Outstanding Incentive compensation Deferred Tax Assets Incentive Compensation This element refers to deferred tax assets incentive compensation. Entity Address, State or Province Entity Address, State or Province LEASES Lessee, Finance Leases [Text Block] Less: Net realized gains (losses) reclassified to net income Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent Current liabilities: Current Liabilities, Current [Abstract] Quarterly Financial Data [Abstract] Quarterly Financial Data [Abstract] Cash, cash equivalents, and restricted cash: Cash and Cash Equivalents, Period Increase (Decrease) [Abstract] General and administrative expenses General and Administrative Expense DuraPlate Trailer Panels DuraPlate Trailer Panels [Member] DuraPlate Trailer Panels [Member] Foreign Currency Translation Accumulated Foreign Currency Adjustment Attributable to Parent [Member] LONG-TERM DEBT Debt Disclosure [Text Block] Balance beginning of period (in shares) Balance end of period (in shares) Shares, Outstanding Schedule of Components of Income Tax Expense (Benefit) Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Options Exercisable (in usd per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Used trailers Used Trailers [Member] STOCK-BASED COMPENSATION Share-based Payment Arrangement [Text Block] Senior Notes Senior Notes Senior Notes [Member] Significant Unobservable Inputs (Level 3) Level 3 Fair Value, Inputs, Level 3 [Member] Self Insured Liabilities Other Accrued Liabilities [Policy Text Block] The disclosure of accounting policies refers to other accrued liabilities. Term Loan Credit Agreement Term Loan Credit Agreement [Member] INVENTORIES Inventory Disclosure [Text Block] Less: accumulated depreciation Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, Accumulated Depreciation and Amortization Unrecognized tax benefits, income tax penalties and interest accrued Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] Accounting Policies [Abstract] Accounting Policies [Abstract] Options Outstanding Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Derivative Instrument [Axis] Derivative Instrument [Axis] Number of reportable segments Number of Reportable Segments Accrued interest Accounts Payable and Accrued Liabilities Federal Current Federal Tax Expense (Benefit) Letters of credit outstanding, amount Letters of Credit Outstanding, Amount Present value of lease payments Operating Lease, Liability Major Product Categories and Percentage of Consolidated Net Sales Revenue from External Customers by Products and Services [Table Text Block] Other inventory, gross Other Inventory, Gross Document Transition Report Document Transition Report Common stock, $0.01 par value: 200,000,000 shares authorized; 48,954,482 and 52,536,482 shares outstanding, respectively Common Stock, Value, Issued Finance leases Finance Lease, Weighted Average Discount Rate, Percent Other expense, net Nonoperating Income (Expense) Compensation costs not yet recognized, period for recognition Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Customer Concentration Risk Customer Concentration Risk [Member] Commitments and contingencies Commitments and Contingencies LEASES Lessee, Operating Leases [Text Block] Accumulated other comprehensive income Accumulated Other Comprehensive Income (Loss), Net of Tax Entity Emerging Growth Company Entity Emerging Growth Company Amortization of ROU leased assets Finance Lease, Right-of-Use Asset, Amortization Payments Payments For Self Insurance Payments for self insurance.. EMPLOYEE SAVINGS PLANS Employee Savings Plans [Text Block] It represents the entire disclosure of employee savings plan of the company during the period. Restricted Stock Restricted Stock [Member] Debt issuance costs paid Payments of Debt Issuance Costs ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Product Concentration Risk Product Concentration Risk [Member] Disposal Group Classification [Axis] Disposal Group Classification [Axis] Foreign Deferred Foreign Income Tax Expense (Benefit) Auditor Name Auditor Name Cover page. Cover [Abstract] Dilutive stock options and restricted stock (in shares) Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements Goodwill [Line Items] Goodwill [Line Items] Class of Stock [Axis] Class of Stock [Axis] Revolving Credit Agreement Revolving Credit Agreement [Member] Revolving Credit Agreement [Member] Impairment and divestiture Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Treasury stock, shares (in shares) Treasury Stock, Shares Less: interest Lessee, Operating Lease, Liability, Undiscounted Excess Amount Work in progress Inventory, Work in Process, Net of Reserves Net unrealized gains (losses) arising during period, tax expense (benefit) Other Comprehensive Income (Loss) before Reclassifications, Tax Thereafter Finance Lease, Liability, to be Paid, after Year Five Prepaid expenses and other Prepaid expenses and other Prepaid Expense and Other Assets, Current Other comprehensive (loss) income, net of tax: Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] Dividends declared per share (in usd per share) Common Stock, Dividends, Per Share, Declared Other accrued liabilities Other accrued liabilities Accrued Liabilities, Current Net sales Revenue from Contract with Customer, Excluding Assessed Tax Less: interest Finance Lease, Liability, Undiscounted Excess Amount Finished goods Inventory, Finished Goods, Net of Reserves Dividends paid Payments of Dividends Current Current Income Tax Expense (Benefit), Continuing Operations [Abstract] Stock Option Share-based Payment Arrangement, Option [Member] Used trailers Other Inventory, Net of Reserves Senior Notes due 2025 Old Senior Notes Due 2025 [Member] Old Senior Notes Due 2025 Consolidation Items [Domain] Consolidation Items [Domain] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Warranties Standard Product Warranty, Policy [Policy Text Block] 2026 Finance Lease, Liability, to be Paid, Year Five Notes Payable, Other Payables Notes Payable, Other Payables [Member] Common Stock Common Stock [Member] Accrued liabilities Deferred Tax Assets Accrued Liabilities This element refers to deferred tax assets accrued liabilities. Variable Rate [Axis] Variable Rate [Axis] Foreign Income (Loss) from Continuing Operations before Income Taxes, Foreign SEGMENTS Segment Reporting Disclosure [Text Block] Net unrealized gains (losses) arising during the period OCI, before Reclassifications, Net of Tax, Attributable to Parent Finance leases Finance Lease, Weighted Average Remaining Lease Term Income (loss) from operations Income (Loss) from operations Operating Income (Loss) Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Stock repurchase program, period in force Stock Repurchase Program, Period in Force Operating lease obligations Operating Operating Lease, Liability, Current Fixed charge coverage ratio minimum Fixed Charge Coverage Ratio Represents the minimum ratio for coverage of fixed charge. 2023 Finite-Lived Intangible Asset, Expected Amortization, Year Two Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Document Fiscal Year Focus Document Fiscal Year Focus Property, Plant and Equipment [Abstract] Property, Plant and Equipment [Abstract] Stock-based compensation Share-based Payment Arrangement, Noncash Expense Variable Rate [Domain] Variable Rate [Domain] AOCI Attributable to Parent, Net of Tax [Roll Forward] AOCI Attributable to Parent, Net of Tax [Roll Forward] Additional Paid-In Capital Additional Paid-in Capital [Member] Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Depreciation Depreciation Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Treasury Stock Treasury Stock [Member] Schedule of Product Warranty Liability Schedule of Product Warranty Liability [Table Text Block] Capitalized computer software, amortization period Capitalized Computer Software, Amortization Period Capitalized Computer Software, Amortization Period Borrowings under revolving credit facilities Proceeds from Lines of Credit Impairment Asset impairment Asset Impairment Charges Operating lease, liability, current, statement of financial position [Extensible List] Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Derivative, notional amount Derivative, Notional Amount Nondeductible officer compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount Other, net Other Nonoperating Income (Expense) Long-term debt Long-term Debt, Fair Value Debt instrument, redemption price, percentage of principal amount redeemed Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed Payments Standard and Extended Product Warranty Accrual, Decrease for Payments Total leased ROU assets Operating Lease and Finance Lease, Right-of-Use Asset Operating Lease and Finance Lease, Right-of-Use Asset Insurance premiums & maintenance/subscription agreements Prepaid Insurance Capital expenditures Payments to Acquire Property, Plant, and Equipment Maximum Maximum [Member] Loss Contingency, Nature [Domain] Loss Contingency, Nature [Domain] Total liabilities Liabilities Raw materials and components Inventory, Raw Materials, Net of Reserves Proceeds from sale of assets and business divestiture Proceeds From Sale Of Property, Plant and Equipment And Business Divestiture Proceeds From Sale Of Property, Plant and Equipment And Business Divestiture Schedule of Accrued Liabilities Schedule of Accrued Liabilities [Table Text Block] Award Type [Axis] Award Type [Axis] 2022 Finite-Lived Intangible Asset, Expected Amortization, Year One Granted (in usd per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Cash flows from financing activities: Net Cash Provided by (Used in) Financing Activities [Abstract] Options outstanding Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Expired (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period Operating Lease, Liability, Maturity Lessee, Operating Lease, Liability, Maturity [Table Text Block] Consolidation Items [Axis] Consolidation Items [Axis] Total stockholders' equity Balance at beginning of period Balance at end of period Stockholders' Equity Attributable to Parent Transportation Solutions Transportation Solutions Segment [Member] Commercial Vehicle Segment [Member] Debt instrument, redemption price, percentage of principal amount remaining Debt Instrument, Redemption Price, Percentage of Principal Amount Remaining Debt Instrument, Redemption Price, Percentage of Principal Amount Remaining City Area Code City Area Code Accounts payable and accrued liabilities Increase (Decrease) in Accounts Payable and Accrued Liabilities Options Exercisable Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value Goodwill and Intangible Assets Disclosure [Abstract] Goodwill and Intangible Assets Disclosure [Abstract] Entity Address, City or Town Entity Address, City or Town Principal payments against old senior notes Repayments of Senior Debt Loss on debt extinguishment Loss on debt extinguishment Gain (Loss) on Extinguishment of Debt Stockholders' equity: Stockholders' Equity Attributable to Parent [Abstract] Schedule of Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Schedule of Unrecognized Tax Benefits Roll Forward Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] Unrealized (loss) gain on derivative instruments Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent Share-based Payment Arrangement, Noncash Expense [Abstract] Share-based Payment Arrangement, Noncash Expense [Abstract] Concentration of Credit Risk Concentration Risk, Credit Risk, Policy [Policy Text Block] Balance Sheet Location [Axis] Balance Sheet Location [Axis] Operating Operating Lease, Liability, Noncurrent Total lease payments Finance Lease, Liability, Payment, Due Current Current Income Tax Expense (Benefit) Debt instrument, face amount Debt Instrument, Face Amount Interest expense Interest expense Interest Expense 2022 Finance Lease, Liability, to be Paid, Year One Deferred Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Discontinued Operations and Disposal Groups [Abstract] Net adjustment to warranty accrual Standard and Extended Product Warranty Accrual, Increase (Decrease) for Preexisting Warranties Loss Contingency Nature [Axis] Loss Contingency Nature [Axis] Retained earnings Retained Earnings (Accumulated Deficit) Operating Segments Operating Segments [Member] Expiration period Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period Derivatives, Fair Value [Line Items] Derivatives, Fair Value [Line Items] Line of credit facility, unused capacity, commitment fee percentage Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Prepaid Expenses and Other Selling, General and Administrative Expenses, Policy [Policy Text Block] Statement of Stockholders' Equity [Abstract] Statement of Stockholders' Equity [Abstract] Entity Filer Category Entity Filer Category Present value of lease payments Finance Lease, Liability Deferred tax liabilities Deferred Tax Liabilities, Gross Preferred Class A Preferred Class A [Member] Liquidity position to meet future obligations, amount Liquidity Position To Meet Future Obligations, Amount The amount of liquidity position to meet the future obligations for the entity. Income Statement [Abstract] Income Statement [Abstract] Entity Registrant Name Entity Registrant Name Inventory Disclosure [Abstract] Inventory Disclosure [Abstract] Payments under revolving credit facilities Repayments of lines of credit Repayments of Lines of Credit 2024 Finance Lease, Liability, to be Paid, Year Three 2025 Finance Lease, Liability, to be Paid, Year Four NEW ACCOUNTING PRONOUNCEMENTS Accounting Standards Update and Change in Accounting Principle [Text Block] New trailers New Trailers [Member] New Trailers [Member] Accretion expense Accretion Expense Capitalized computer software, net Capitalized Computer Software, Net Proceeds from exercise of stock options Proceeds from Stock Options Exercised Provision for warranties issued in current year Standard and Extended Product Warranty Accrual, Increase for Warranties Issued Senior Notes Due 2028 Senior Notes Due 2028 [Member] Senior Notes Due 2028 2023 Finance Lease, Liability, to be Paid, Year Two Forfeited (in usd per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price Line of credit facility, excess availability applied to principal, commitment percentage Line of Credit Facility, Excess Availability Applied to Principal, Commitment Percentage Line of Credit Facility, Excess Availability Applied to Principal, Commitment Percentage Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Income tax expense (benefit) Total consolidated expense (benefit) Income Tax Expense (Benefit) Accounts receivable, net Accounts Receivable, after Allowance for Credit Loss, Current Amendment Flag Amendment Flag Proceeds from issuance of long-term debt Proceeds from Issuance of Long-term Debt Equity Components [Axis] Equity Components [Axis] Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Table] Cash paid for amounts included in the measurement of lease liabilities Cash Flow, Lessee [Abstract] Cash Flow, Lessee [Abstract] Entity Tax Identification Number Entity Tax Identification Number Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] Document Fiscal Period Focus Document Fiscal Period Focus Total current assets Assets, Current Concentration Risk Type [Domain] Concentration Risk Type [Domain] Total lease payments Lessee, Operating Lease, Liability, to be Paid Accounts payable, trade Accounts Payable, Trade Inventories Inventories Inventory, Net Amount of Gain (Loss) Reclassified from AOCI into Earnings Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax Reportable Segment Information Schedule of Segment Reporting Information, by Segment [Table Text Block] Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Federal Deferred Federal Income Tax Expense (Benefit) Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] Expired (in shares) Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price Thereafter Lessee, Operating Lease, Liability, to be Paid, after Year Five Current portion of long-term debt Less: current portion Long-term Debt, Current Maturities Product and Service [Axis] Product and Service [Axis] Property, Plant and Equipment, Type [Domain] Long-Lived Tangible Asset [Domain] Derivative Instruments, Gain (Loss) [Line Items] Derivative Instruments, Gain (Loss) [Line Items] Accounts Receivable, Allowance for Credit Loss [Roll Forward] Accounts Receivable, Allowance for Credit Loss [Roll Forward] Weighted average remaining lease term (years) Weighted Average Remaining Lease Term [Abstract] Weighted Average Remaining Lease Term [Abstract] Line of credit facility, excess availability, commitment percentage Line of Credit Facility, Excess Availability, Commitment Percentage, Threshold Line of Credit Facility, Excess Availability, Commitment Percentage, Threshold Entity Public Float Entity Public Float Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] New Accounting Pronouncements and Changes in Accounting Principles [Abstract] Accounting Standards Update and Change in Accounting Principle [Abstract] Equity Component [Domain] Equity Component [Domain] Stock-based compensation (in shares) Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture Debt Instrument, Redemption, Period Three Twelve-month period beginning October 1, 2021 Debt Instrument, Redemption, Period Three [Member] 2022 Lessee, Operating Lease, Liability, to be Paid, Year One Disposal Group Name [Domain] Disposal Group Name [Domain] Deferred tax assets Components of Deferred Tax Assets [Abstract] Statement [Line Items] Statement [Line Items] Property, plant, and equipment, net Property, plant, and equipment, net Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization Weighted Average Grant Date Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Stock-based compensation Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture Liabilities Liabilities [Abstract] Debt instrument, redemption price, percentage of principal amount redeemed, threshold Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed, Threshold Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed, Threshold 2025 Lessee, Operating Lease, Liability, to be Paid, Year Four Percentage of tranche loan amount on equal quarterly installments Percentage Of Tranche Loan Amount On Equal Quarterly Installments Percentage Of Tranche Loan Amount On Equal Quarterly Installments Debt Instrument, Redemption, Period Five Debt Instrument, Redemption, Period Five [Member] Debt Disclosure [Abstract] Debt Disclosure [Abstract] Current portion of finance lease obligations Finance Finance Lease, Liability, Current Income (loss) before income tax Pretax book income (loss) Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Significant Other Observable Inputs (Level 2) Level 2 Fair Value, Inputs, Level 2 [Member] Property, Plant and Equipment, Type [Axis] Long-Lived Tangible Asset [Axis] Valuation allowances Deferred Tax Assets, Valuation Allowance Senior Secured Credit Facility Senior Secured Credit Facility [Member] Auditor Location Auditor Location Segment Reporting [Abstract] Segment Reporting [Abstract] Weighted Average Amortization Period Finite-Lived Intangible Asset, Useful Life Commodity swap contracts Commodity Contract [Member] Line of credit, current Line of Credit, Current Interest on lease liabilities Finance Lease, Interest Expense Use of Estimates Use of Estimates, Policy [Policy Text Block] Options granted (in shares) Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross Schedule of Earnings Per Share, Basic and Diluted Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Document Annual Report Document Annual Report Total other comprehensive (loss) income Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent Finance Leases Finance Lease, Liability, Payment, Due [Abstract] Goodwill impairments Impact of divestiture on goodwill Goodwill, Written off Related to Sale of Business Unit Income tax receivable, CARES Act Income Taxes Receivable, CARES Act Income Taxes Receivable, CARES Act Effects of foreign currency Goodwill, Translation and Purchase Accounting Adjustments Disposal Group, Disposed of by Sale, Not Discontinued Operations Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] Title of 12(b) Security Title of 12(b) Security Total assets Assets Tank Trailers Reporting Unit Tank Trailers Reporting Unit [Member] Tank Trailers Reporting Unit Deferred tax liabilities Components of Deferred Tax Liabilities [Abstract] Plan Name [Domain] Plan Name [Domain] Common stock, shares authorized (in shares) Common Stock, Shares Authorized Cash paid for interest Interest paid Interest Paid, Excluding Capitalized Interest, Operating Activities Net income (loss) applicable to common stockholders Net Income (Loss) Available to Common Stockholders, Diluted Net income (loss) applicable to common stockholders Net Income (Loss) Available to Common Stockholders, Basic Document Type Document Type Research and development expense Research and Development Expense Product and Service [Domain] Product and Service [Domain] Depreciation and amortization Depreciation, Depletion and Amortization, Nonproduction Notes issued, interest rate Debt Instrument, Interest Rate, Stated Percentage Changes in the Allowance for Doubtful Accounts Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] Derivative Contract [Domain] Derivative Contract [Domain] Debt instrument, LIBOR floor rate Debt Instrument, LIBOR Floor Rate Debt Instrument, LIBOR Floor Rate Renewal term Lessee, Operating Lease, Renewal Term Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Revolving Credit Agreement Revolving Credit Facility [Member] Customer deposits Contract with Customer, Refund Liability, Current SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies [Text Block] Net cash (used in) provided by operating activities Net Cash Provided by (Used in) Operating Activities Fair Value, Recurring and Nonrecurring [Table] Fair Value, Recurring and Nonrecurring [Table] Lease, Cost Lease, Cost [Table Text Block] Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Basic net income (loss) per share: Earnings Per Share, Basic [Abstract] Weighted Average Remaining Contractual Life Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Weighted Average Remaining Contractual Life [Abstract] Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Weighted Average Remaining Contractual Life [Abstract] Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table] Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table] Basic (in shares) Weighted average common shares outstanding (in shares) Weighted Average Number of Shares Outstanding, Basic Diluted (in usd per share) Diluted net (loss) income per share (in usd per share) Earnings Per Share, Diluted Segments [Domain] Segments [Domain] Amortization of debt issuance costs and discounts Amortization of Debt Issuance Costs and Discounts Principal payments under term loan credit facility Principal payments under term loan credit facility Repayments of Long-term Lines of Credit Hedging Relationship [Axis] Hedging Relationship [Axis] Net (refunds received) cash paid for income taxes Income Taxes Paid, Net Changes in the Self-Insurance Accrual Included in Other Accrued Liabilities Schedule Of Self Insurance Accrual [Table Text Block] Schedule of self insurance accrual. Rate differential Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount Comprehensive (loss) income Comprehensive Income (Loss), Net of Tax, Attributable to Parent Intangible assets Intangible Assets, Net (Excluding Goodwill) CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) Quarterly Financial Information [Text Block] Cost of sales Cost of Revenue Net cash used in financing activities Net Cash Provided by (Used in) Financing Activities Treasury stock, at cost: 27,013,275 and 23,004,607 common shares, respectively Treasury Stock, Value Employee Savings Plans [Abstract] Employee Savings Plans [Abstract] Weighted average common shares outstanding (in thousands): Weighted Average Number of Shares Outstanding, Basic and Diluted [Abstract] Weighted Average Number of Shares Outstanding, Basic and Diluted [Abstract] Deferred income taxes Deferred Income Tax Liabilities, Net Award vesting period Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Schedule of Effective Income Tax Rate Reconciliation Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] FAIR VALUE MEASUREMENTS Fair Value Disclosures [Text Block] Finance Lease, Liability, Maturity Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] Extract Technology Extract Technology [Member] Extract Technology Accounts payable Accounts Payable, Current Concentration Risk Type [Axis] Concentration Risk Type [Axis] Fair Value, Assets and Liabilities Measured on Recurring Basis Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] 2024 Finite-Lived Intangible Asset, Expected Amortization, Year Three Common stock dividends Dividends, Common Stock Accumulated Other Comprehensive Income (Loss) AOCI Attributable to Parent AOCI Attributable to Parent [Member] Line of credit facility accordion feature increase amount Line of Credit Facility Accordion Feature Increase Amount Line of Credit Facility Accordion Feature Increase Amount Inventories Increase (Decrease) in Inventories Common stock, shares outstanding (in shares) Common Stock, Shares, Outstanding Senior Notes due 2025 Senior Notes Due 2025 [Member] Senior Notes Due 2025 Balance as of January 1 Balance as of December 31 Warranty Standard and Extended Product Warranty Accrual Net sales Revenues [Abstract] Goodwill Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] Document Period End Date Document Period End Date Proceeds from divestiture of businesses Proceeds from Divestiture of Businesses Entity Central Index Key Entity Central Index Key Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Schedule of Quarterly Financial Information Quarterly Financial Information [Table Text Block] Number of Shares Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] State Deferred State and Local Income Tax Expense (Benefit) Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Net lease cost Lease, Cost Property, Plant and Equipment Property, Plant and Equipment [Table Text Block] Total lease payments Operating and Finance Lease, Liability To Be Paid Operating and Finance Lease, Liability To Be Paid Line of credit facility accordion feature increase limit Line of Credit Facility Accordion Feature Increase Limit Line of Credit Facility Accordion Feature Increase Limit Bridge Loan Bridge Loan [Member] Customer relationships Customer Relationships [Member] Loss Contingencies [Line Items] Loss Contingencies [Line Items] PROPERTY, PLANT AND EQUIPMENT Property, Plant and Equipment Disclosure [Text Block] Other non-current liabilities Other Liabilities, Noncurrent Long-Term Debt Schedule of Long-term Debt Instruments [Table Text Block] Stock repurchase (in shares) Treasury Stock, Shares, Acquired Repayments of long-term debt Repayments of Long-term Debt Debt Instrument [Line Items] Debt Instrument [Line Items] Debt Instrument [Line Items] Trading Symbol Trading Symbol Net income (loss) per share: Earnings Per Share [Abstract] Accounts payable and Other accrued liabilities Accounts Payable And Other Accrued Liabilities [Member] Accounts Payable And Other Accrued Liabilities OTHER ACCRUED LIABILITIES Accounts Payable and Accrued Liabilities Disclosure [Text Block] Balance at beginning of year Balance at end of year Accounts Receivable, Allowance for Credit Loss Foreign currency translation adjustment Foreign currency translation Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent Sales revenue, net Revenue from Contract with Customer Benchmark [Member] Other Deferred Tax Liabilities, Other Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion, net of tax) AOCI, Cash Flow Hedge, Cumulative Gain (Loss), after Tax Weighted average discount rate Leases, Weighted Average Discount Rate [Abstract] Leases, Weighted Average Discount Rate [Abstract] Balance beginning of period (in usd per share) Balance end of period (in usd per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Operating lease, liability, noncurrent, statement of financial position [Extensible List] Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Chassis converter pool agreements Chassis Converter Pool Liability, Current The liability incurred for chassis converter pool agreement classified as current. Goodwill, gross at beginning of period Goodwill, gross at end of period Goodwill, Gross Long-term debt Long-term Debt, Excluding Current Maturities Schedule of Goodwill [Table] Schedule of Goodwill [Table] 2022 Operating Lease and Finance Lease, Liability, To Be Paid, Year One Operating Lease and Finance Lease, Liability, To Be Paid, Year One Options Exercisable at End of Period Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term Finance lease, right-of-use asset, accumulated amortization Finance Lease, Right-of-Use Asset, Accumulated Amortization Entity Current Reporting Status Entity Current Reporting Status Thereafter Operating and Finance Lease, Liability, To Be Paid, After Year Five Operating and Finance Lease, Liability, To Be Paid, After Year Five Labor and related expense Labor and Related Expense Net deferred tax liability before valuation allowances and reserves Deferred Tax Assets Liabilities Gross Amount after allocation of valuation allowances of deferred tax asset liabilities attributable to deductible temporary differences and carryforwards. Total Operating Lease and Finance Lease Liabilities, Payments, Due [Abstract] Operating Lease and Finance Lease Liabilities, Payments, Due [Abstract] Payables and Accruals [Abstract] Payables and Accruals [Abstract] Schedule of Income before Income Tax, Domestic and Foreign Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Gain (loss) on disposition of property plant equipment Gain (Loss) on Disposition of Property Plant Equipment Construction in progress Construction in Progress [Member] Property, plant and equipment, estimated useful lives Property, Plant and Equipment, Estimated Useful Lives Cash, cash equivalents, and restricted cash at beginning of period Cash, cash equivalents, and restricted cash at end of period Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Product Information [Line Items] Product Information [Line Items] Common stock, par value (in usd per share) Common Stock, Par or Stated Value Per Share 2023 Operating Lease and Finance Lease, Liability, To Be Paid, Year Two Operating Lease and Finance Lease, Liability, To Be Paid, Year Two Statement of Comprehensive Income [Abstract] Statement of Comprehensive Income [Abstract] Current assets: Assets, Current [Abstract] Debt Instrument, Redemption, Period One Prior to October 1, 2020 Debt Instrument, Redemption, Period One [Member] Gross Intangible Assets Finite-Lived Intangible Assets, Gross Leases [Abstract] Leases [Abstract] New Term Loan Credit Agreement New Term Loan Credit Agreement [Member] New Term Loan Credit Agreement Schedule of Finite-Lived Intangible Assets Schedule of Finite-Lived Intangible Assets [Table Text Block] Income Taxes Income Tax, Policy [Policy Text Block] London Interbank Offered Rate (LIBOR) London Interbank Offered Rate (LIBOR) [Member] Capitalized computer software, amortization Capitalized Computer Software, Amortization Long-Lived Assets Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Mutual funds Cash and Cash Equivalents, Fair Value Disclosure Disposal Group Classification [Domain] Disposal Group Classification [Domain] Entity Address, Postal Zip Code Entity Address, Postal Zip Code Revenue Recognition Revenue from Contract with Customer [Policy Text Block] Stock option exercises (in shares) Vested (in shares) Exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Diluted (in shares) Diluted weighted average common shares outstanding (in shares) Weighted Average Number of Shares Outstanding, Diluted Domestic Income (Loss) from Continuing Operations before Income Taxes, Domestic Selling expenses Selling Expense INCOME TAXES Income Tax Disclosure [Text Block] Related Party [Domain] Related Party [Domain] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Schedule of Share-based Compensation, Stock Options, Activity Share-based Payment Arrangement, Option, Activity [Table Text Block] Debt instrument, basis spread on variable rate Debt Instrument, Basis Spread on Variable Rate STOCKHOLDERS' EQUITY Stockholders' Equity Note Disclosure [Text Block] Write-offs, net of recoveries Accounts Receivable, Allowance for Credit Loss, Writeoff Derivative Instruments Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] 2026 Finite-Lived Intangible Asset, Expected Amortization, Year Five Statement of Cash Flows [Abstract] Statement of Cash Flows [Abstract] Other income (expense): Nonoperating Income (Expense) [Abstract] Auditor Firm ID Auditor Firm ID Class of Stock [Line Items] Class of Stock [Line Items] Purchase obligation Purchase Obligation Credit Facility [Axis] Credit Facility [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Entity Address, Address Line One Entity Address, Address Line One Accrued taxes Accrued Income Taxes Net cash used in investing activities Net Cash Provided by (Used in) Investing Activities Buildings and building improvements Building and Building Improvements [Member] Cash flows from operating activities: Net Cash Provided by (Used in) Operating Activities [Abstract] Basis of Consolidation Consolidation, Policy [Policy Text Block] Entity Shell Company Entity Shell Company Five Largest Customers Five Largest Customers [Member] Five Largest Customers [Member] Total current liabilities Liabilities, Current Class of Stock [Domain] Class of Stock [Domain] Corporate and Eliminations Intersegment Eliminations [Member] Operating cash flows from finance leases Finance Lease, Interest Payment on Liability Maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Depreciation expense General And Administrative Expenses Cost Of Goods Sold Depreciation General and administrative expenses cost of goods sold depreciation. Loss Contingencies [Table] Loss Contingencies [Table] Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Current Fiscal Year End Date Current Fiscal Year End Date Derivative Instruments, Gain (Loss) [Table] Derivative Instruments, Gain (Loss) [Table] Derivatives designated as hedging instruments Derivative, Fair Value, Net [Abstract] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Mutual funds Mutual Fund [Member] All other Other Assets, Current Statement [Table] Statement [Table] Chassis Converter Pool Agreements Chassis Converter Pool Agreements [Member] New Accounting Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Other Deferred Tax Assets, Other Assets held for sale Assets Held-for-sale, Not Part of Disposal Group, Current Prepaid expenses and other Prepaid Expenses and Other Current Assets [Member] Compensation costs not yet recognized Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount Debt Instrument, Redemption, Period [Domain] Debt Instrument, Redemption, Period [Domain] Commodity swap contracts Commodity Contract Asset, Current Statistical Measurement [Axis] Statistical Measurement [Axis] Accounts Receivable Accounts Receivable [Policy Text Block] Derivative liability, fair value, gross liability Derivative Liability, Fair Value, Gross Liability Federal tax expense (benefit) at applicable statutory rate Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount Parts & Services Parts & Service Segment [Member] Other products [Member] Stockholders' Equity Note [Abstract] Stockholders' Equity Note [Abstract] Omnibus Incentive Plan 2017 Omnibus Incentive Plan 2017 [Member] Senior Notes due 2028 New Senior Notes, Due 2028 [Member] New Senior Notes, Due 2028 Finance lease obligations Finance Finance Lease, Liability, Noncurrent Net Intangible Assets Finite-Lived Intangible Assets, Net Goodwill Goodwill Goodwill at beginning of period Goodwill at end of period Goodwill Payment of principal Extinguishment of Debt, Amount Operating lease, right-of-use asset, statement of financial position [Extensible List] Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Inventories Inventory, Policy [Policy Text Block] Tax credits Effective Income Tax Rate Reconciliation, Tax Credit, Amount Foreign Current Foreign Tax Expense (Benefit) Deferred tax assets, operating loss carryforwards, state and local Deferred Tax Assets, Operating Loss Carryforwards, State and Local Schedule of Goodwill Schedule of Goodwill [Table Text Block] Balance as of January 1 Balance as of December 31 Self-insurance Self Insurance Reserve Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] audit information [Abstract] Audit Information [Abstract] Audit Information Equipment and other Equipment and Other [Member] Equipment and Other [Member] Schedule of Derivative Instruments in Statement of Financial Position, Fair Value Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] Technology Developed Technology Rights [Member] Operating lease cost Operating Lease, Cost Cash and Cash Equivalents [Axis] Cash and Cash Equivalents [Axis] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Debt Instrument, Redemption, Period [Axis] Debt Instrument, Redemption, Period [Axis] Less: unamortized discount and fees Debt Instrument, Unamortized Discount Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] Deferred income taxes Deferred Deferred Income Tax Expense (Benefit) EX-101.PRE 11 wnc-20211231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 12 wnc-20211231_g1.jpg begin 644 wnc-20211231_g1.jpg M_]C_X 02D9)1@ ! 0$ MP"W #_X0 B17AI9@ 34T *@ @ 0$2 , M ! $ #_VP!# (! 0(! 0(" @(" @(" P4# P,# P8$! ,%!P8' M!P<&!P<("0L)" @*" <'"@T*"@L,# P,!PD.#PT,#@L,# S_VP!# 0(" @,# M P8# P8," <(# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P, M# P,# P,# P,# P,# S_P 1" \ +0# 2( A$! Q$!_\0 'P 04! 0$! M 0$ $" P0%!@<("0H+_\0 M1 @$# P($ P4%! 0 %] 0(# M 01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T? D,V)R@@D*%A<8&1HE)B7J#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$! 0$! 0 M $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $" Q$$!2$Q!A)! M40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF)R@I*C4V-S@Y M.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$A8:'B(F*DI.4 ME9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:XN/D MY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#]_**** "BBB@ HHHH *** M* "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *\?_;9_:WA_8L^$ M5OXRO/#>I^)--;48K"Y2QF2-[,2*Y65M_&S>JIUSND3WQ[!7G?[6GP-A_:4_ M9M\9^!Y1#YOB#3)(;1Y1E(+I<26TA]DG2-_^ UZN1RP:S&A_:,>:CS1YU=KW M6[2=UK=+5>AYV<1Q3P-7ZB[5>5\CLG[UM-'IJ]!O[*'[26D_M:_ C1?'FBVM MQ8VFKF9&M+AU::TDBF>)T?:<9RF1ZJRGO7A7[9G_ 5]\(_L>?&N;P/<>&]8 M\3:C9V,%U>2V-S%&EI)+N98&#\[_ "_+DR.-LR]\X\&_X(&_M"0^%?"WQ,\! M^(+A=-CT/_BJHUNB5>WB"B"]W \JL1CMR1V,K=#U\3^ 7P#U7_@IWXR_:0^( MUU;7,UXVES76@PR)NF74))A-96Z-T_=V]I]F;KA9U//&?VO!>'.4X'B#,?[: M3^I8?DMJU_&E'V?O)W:C%OFL]UJ?DN*XZS/&9)@?[):^N5^:]TG;V47[3397 M:5M-F?L!\*?B1IOQB^&/A[Q9H[,VE^)-.@U.UW\.(YHU=0P[, V".Q!%?//B MC_@J5H>F?MM0_ _2/"&N>(-:?4[?3)-0MKB$6T3/$DT[XR6*P1ER_&089!CC MGQO_ ((Z_MEZ=X?_ ."?_C>/7+AI$^#8N-1*@_-)I\R274*ACU=IDNHU7L%C M Z@5YQ_P0Q^%.H?&;]H[Q]\:?$D:W5S9/-%%<&/Y)=4OW,US(A[,D9*D?W;S M\O'I\ X/+)9SB,WBY4\(N2FKM2-Y_@-?#_P 0OB#HO_!2W_@I]]LU[6-,L_@_ MX&(6:\O[N.WL&TJVG5"S.[*F+Z[ECC!R'\NXC')CJ3_@H]XUT+]GK]O_ ,*_ M'#X4^)O"_B+^TI(]0O;;2-6@N0EY"HAN(I!$6\N.ZMF52>K,UPW6OH,O\,\K MEA:62XBG+^T*M&53GO)0A/24*4E\*;C?FOJMU?FC;P\=X@9A'$5,WHU(_4:5 M6-/DLN:4HI/ )"$ GC)KXDT/_ (+WZ'XGCD;3/A%X^U)82!(;1HIQ&3G ;;G& M<'&?2OI']I'XC:5\7_\ @G1\0_%6AW'VK1_$/P\U34+.0C:S12:=*Z[A_"P! MP5/(((/(K\V_^"2O[7>N?LP>'_'$.D?"GQ]\2EUBYLWED\.V,MRE@428!92D M;[2VXD9QD*?2O X%X/P6+R3&XW%X1UJ]&I&*@ZCI;M*2;NDFM7KVL>YQAQ1B M\-G&#P>%Q/LJ-:$I.2@JFVJ:5FVGY>I],:E_P7IT'PVL4VL?"+XB:79R2"/S MIUBCR3SA=Y4,V 3C(Z5]4_LF_M@>"_VSOAS)XD\&W%YY-I/]EOK*^A$-YI\V MT-LD4%EY5@0R,R'D!B58#XJ_;0_X*:^*/B-^S7XH\,ZC^S_X\\'Z?XFM3I5S MK?BS3+J+3=*6;Y///^C9:1"04Q@APK#<5"GTK_@AU\&_"?PX^!/B35]!\=:/ MXVU?Q%J$:ZJ=,CN(;?3! KB&'R[B.*?: M2P&]<\)ZM=6#WM@VHS1,E\45 M9#$@4[MYB+2CC!2-SG@9^.?VM?']G_P4B_X*8V?A>XUBUT_X6?#Z22TOM2FN MA;V=O902(=1NS,3MC,\PCMHY =K8M3W-/_X*KZEX9^%G[4_@?XT?!_Q9X-U& M\0VR75OHVJV]P+2\LE40&2.&3=Y,MLJPE0 FVW*D_O #[&3^&V4RPF'RC'4Y M?7L12G44[RY:4G9TH22]WWDFY7U3TUYHV\G->/LRCB:V9X2LS0V/@?Q?>6:-B*>XGM;9Y@/XMF]L ]LG. M.H!X'MO[36G2?\%'?^"9NJ2?#]HIKKQMI5IJ>G6\TR*S36]U#OZ%I4\XBDN7UV3S.A)$:RV42N^ MT$A3(N<=1UK1_P""SOQ?T'X^?\$XOA_XQ\,W8OM#U_Q5:7-M)C##_0[]61Q_ M#(C!D9?X65AVKT,1P/1EG.78?$Y5+"T:LW&3^L*LIW2:7-'X&K/K>5WV.*'& M%6&4XZOA\Q6(K4X*45['V3CK9OEE\2=UK:RMYGVA^R]\?+/]J#X#>'O'ECI] MUI5IXABDECM;AU>6$),\7)7@Y*$\=C5_X_?%ZW^ 7P5\4>-;NSN-1M?#&G2Z MC+;0L%DG6-)S]C[1_9P_ MX*.2?M4_"B]\5^$OA[K5Q#IFL3:5=VY?V>_P!B/PW#?6DMGKGBQW\1ZE%)D,CW 40J5(!1EMDMPRGD.'S@Y%?3 M-%?I7$?B5BLWR2CDU2DH\G)S33;=3DBXQYE;SN]7=ZGP.0\ X;*\WJYK"HY< M_-RP:5H<\E*5O6UNFA^'?[9_P'\;_LR_M)_&+PCX7\.Z[=>$?&VPJ;33;B:W M^QR75OJ4:Q&,;0T,L1@RV[Y!*,?,&'U1XTL==_8'_P""0^@>#?#^BZQ)\1?B M= [7ZV%C+)<6+7:B2ZEEV E7AMC%:A@00_EL,[2:_1RBO6Q_BU6QU#!X?%X9 M2C1G"<_>:]M.$%&+E[NBT3:U3LEI8\W!>&=+!UL57PV(<958RA#W5^ZC.3E) M1UWU=GI8^$?^"3/[ .F:-^Q7XB;Q]H+277Q@B*7]A=QO#-!IB!DMX^H:-R6D MG5UVLOFQ'AHP1J?'?_@B'\(=1^#7B2'P'H%YI/C(V+OHUS-K=W-&+I<.B.LL MC)LD*^6S%3M60L.0"/MJBOFL1XD9]+-:N:4,1.FZDU-QC*7)I91BU=*244HZ M[I69[]#@/)HY;3RVM0C-0AR*3BN;6]VG:Z;;(F\33VLT;6MA- (!"LH(.Z,YSY@Z>E?LA M17TM;Q1PE>.-HXC+U*EBYQG.*J2C[T;7::BG[TES/S;Z,\"CX=XFC+!U:.-: MJ8:,H1DX)WC*^C3=M$^5>5C\X/CO_P %<_$WQ=^#GB;PGHO[/_CQ;_Q1IMQI M*O?6TLT,2SQ-$6,2P$RD!ONR=U=:7N=5;@7%XG%K'XS'2G5A"48- M0C%0YTTW9;NS=M59V?2Q^??_ 1C_82MM _9I\7:]XXT&1+CXG02Z)_9]["\ M,L>CJ&B="I"R1^>YD)P?F2.!A7=?$O\ X(??!+6/AUKEGX7T.^T3Q)<6,J:7 MJ$NM7L\=I<[3Y3NCR,KH&QN&"2N<8."/LJBO%S#Q(SZOFM;-,/B)TG4DI.,9 M24;1TBFKI2222U6NMUJ>I@> \GHY;2RVO1C45.+CS2BG+7633W3;;>CT^1^8 M_P#P1]^,'Q*^#7A'XB?"W4/!NMMK.FV]UKGABRU6WFM+:6^B&VYTXSL"B>8Z MHR;00&\]SG.#H)_P6\^*LB!A^SOJN&&>9;[_ .1*_2BBO2QG'63XW,:^8X_* MH5)5>5V]I.-I)6DURVOS:.S5T[N[OIY^%X.S/!X&C@,%F,H1IW5_9PE=-WBG MS7^'576ZLK:'Y)_M4?M^_&3]NKX077PQL?@3K6F#Q!SE89XYU" M9AC6/YXTW2-E0F_.,[AU'[:'[*_BOX&_\$>_A5X$NM/O=6\2:;XJ6^O[73H7 MNS:-<1ZE<-'^[W B,S!"R_*6!(.&%?J)1793\4*>&>%HY9@84:%&K[9P4Y2< MI\KC=RE=I'<\2L14S#&2JU:U/V7,XQ2C#F4M(QLF[K>Y\]_\ M!*C1[S0/^"?WPXL]0L[JQO(+6Y$D%S"T,L9^V3D95@"."#R.AKH?^"A6GW6K M?L/_ !4M;*WN+JZN/#=W'%#!&TDDK&,C:JJ"23Z"O8Z*^#K9Y*IG4LYY-75= M7EOIK/GM>WRO;Y'V=')U3RJ.5J6BIJGS6[1Y;V_&USX2_P""!?A35O"'[-_C M>WU;2]2TF>3Q4TB1WMK);NZ_8K4;@' )&01D>E?=M%%/BC/I9UFM;-)0Y'4= M^5.]M$M[*^W8GAW)XY3EM'+HRYE35KVM?7MJ%%%%> >T%%%% !1110 4444 G%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 ?__9 end GRAPHIC 13 wnc-20211231_g2.jpg begin 644 wnc-20211231_g2.jpg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end XML 14 R1.htm IDEA: XBRL DOCUMENT v3.22.0.1
Cover Page - USD ($)
 12 Months Ended
Dec. 31, 2021
Feb. 16, 2022
Jun. 30, 2021
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2021    
Document Transition Report false    
Entity File Number 001-10883    
Entity Registrant Name WABASH NATIONAL CORPORATION    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 52-1375208    
Entity Address, Address Line One 3900 McCarty Lane    
Entity Address, City or Town Lafayette    
Entity Address, State or Province IN    
Entity Address, Postal Zip Code 47905    
City Area Code 765    
Local Phone Number 771-5310    
Title of 12(b) Security Common Stock, $.01 Par Value    
Trading Symbol WNC    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 798,392,496
Entity Common Stock, Shares Outstanding (in shares)   48,755,516  
Documents Incorporated by Reference Part III of this Form 10-K incorporates by reference certain portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be filed within 120 days after December 31, 2021.    
Amendment Flag false    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Entity Central Index Key 0000879526    
Current Fiscal Year End Date --12-31    
Entity Filer Category Large Accelerated Filer    

XML 15 R2.htm IDEA: XBRL DOCUMENT v3.22.0.1
Audit Information
 12 Months Ended
Dec. 31, 2021
Audit Information [Abstract]  
Auditor Firm ID 42
Auditor Location Indianapolis, Indiana
Auditor Name Ernst & Young LLP
XML 16 R3.htm IDEA: XBRL DOCUMENT v3.22.0.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 71,778 $ 217,677
Accounts receivable, net 176,511 101,301
Inventories 237,621 163,750
Prepaid expenses and other 43,795 63,036
Total current assets 529,705 545,764
Property, plant, and equipment, net 232,425 209,676
Goodwill 188,443 199,560
Intangible assets 114,441 166,887
Other assets 42,057 39,583
Total assets 1,107,071 1,161,470
Current liabilities:    
Current portion of long-term debt 0 0
Current portion of finance lease obligations 59 348
Accounts payable 173,950 104,425
Other accrued liabilities 115,316 130,980
Total current liabilities 289,325 235,753
Long-term debt 428,315 447,979
Finance lease obligations 0 30
Deferred income taxes 36,019 46,777
Other non-current liabilities 27,873 26,052
Total liabilities 781,532 756,591
Commitments and contingencies
Stockholders' equity:    
Common stock, $0.01 par value: 200,000,000 shares authorized; 48,954,482 and 52,536,482 shares outstanding, respectively 759 755
Additional paid-in capital 653,978 644,695
Retained earnings 92,111 107,233
Accumulated other comprehensive income 859 7,633
Treasury stock, at cost: 27,013,275 and 23,004,607 common shares, respectively (422,168) (355,437)
Total stockholders' equity 325,539 404,879
Total liabilities and stockholders' equity $ 1,107,071 $ 1,161,470
XML 17 R4.htm IDEA: XBRL DOCUMENT v3.22.0.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2021
Dec. 31, 2020
Statement of Financial Position [Abstract]    
Common stock, par value (in usd per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 200,000,000 200,000,000
Common stock, shares outstanding (in shares) 48,954,482 52,536,482
Treasury stock, shares (in shares) 27,013,275 23,004,607
XML 18 R5.htm IDEA: XBRL DOCUMENT v3.22.0.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Statement [Abstract]      
Net sales $ 1,803,268 $ 1,481,889 $ 2,319,136
Cost of sales 1,606,801 1,322,135 2,012,754
Gross profit 196,467 159,754 306,382
General and administrative expenses 88,807 92,740 108,274
Selling expenses 23,691 25,080 34,851
Amortization of intangible assets 22,858 21,981 20,471
Impairment and other, net 27,569 105,561 0
Income (loss) from operations 33,542 (85,608) 142,786
Other income (expense):      
Interest expense (23,128) (24,194) (27,340)
Other, net (9,124) 588 2,285
Other expense, net (32,252) (23,606) (25,055)
Income (loss) before income tax 1,290 (109,214) 117,731
Income tax expense (benefit) 126 (11,802) 28,156
Net income (loss) $ 1,164 $ (97,412) $ 89,575
Net income (loss) per share:      
Basic (in usd per share) $ 0.02 $ (1.84) $ 1.64
Diluted (in usd per share) $ 0.02 $ (1.84) $ 1.62
Weighted average common shares outstanding (in thousands):      
Basic (in shares) 50,684 52,945 54,695
Diluted (in shares) 51,608 52,945 55,290
Dividends declared per share (in usd per share) $ 0.32 $ 0.32 $ 0.32
XML 19 R6.htm IDEA: XBRL DOCUMENT v3.22.0.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Statement of Comprehensive Income [Abstract]      
Net income (loss) $ 1,164 $ (97,412) $ 89,575
Other comprehensive (loss) income, net of tax:      
Foreign currency translation adjustment 193 (316) 712
Unrealized (loss) gain on derivative instruments (6,967) 11,927 (1,347)
Total other comprehensive (loss) income (6,774) 11,611 (635)
Comprehensive (loss) income $ (5,610) $ (85,801) $ 88,940
XML 20 R7.htm IDEA: XBRL DOCUMENT v3.22.0.1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Retained Earnings (Deficit)
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
Balance beginning of period (in shares) at Dec. 31, 2018   55,135,788        
Balance at beginning of period at Dec. 31, 2018 $ 473,849 $ 744 $ 629,039 $ 150,244 $ (3,343) $ (302,835)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income (loss) for the year 89,575     89,575    
Foreign currency translation 712       712  
Stock-based compensation (in shares)   319,430        
Stock-based compensation 9,036 $ 5 9,031      
Stock repurchase (in shares)   (2,072,798)        
Stock repurchase (33,707)         (33,707)
Common stock dividends (17,978)     (17,978)    
Unrealized (loss) gain on derivative instruments (1,347)       (1,347)  
Stock option exercises (in shares)   91,200        
Stock option exercises 848 $ 1 847      
Balance end of period (in shares) at Dec. 31, 2019   53,473,620        
Balance at end of period at Dec. 31, 2019 520,988 $ 750 638,917 221,841 (3,978) (336,542)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income (loss) for the year (97,412)     (97,412)    
Foreign currency translation (316)       (316)  
Stock-based compensation (in shares)   212,009        
Stock-based compensation 4,510 $ 4 4,506      
Stock repurchase (in shares)   (1,262,459)        
Stock repurchase (18,895)         (18,895)
Common stock dividends (17,196)     (17,196)    
Unrealized (loss) gain on derivative instruments 11,927       11,927  
Stock option exercises (in shares)   113,312        
Stock option exercises 1,273 $ 1 1,272      
Balance end of period (in shares) at Dec. 31, 2020   52,536,482        
Balance at end of period at Dec. 31, 2020 404,879 $ 755 644,695 107,233 7,633 (355,437)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income (loss) for the year 1,164     1,164    
Foreign currency translation 193       193  
Stock-based compensation (in shares)   145,118        
Stock-based compensation 7,059 $ 2 7,057      
Stock repurchase (in shares)   (3,927,900)        
Stock repurchase (66,731)         (66,731)
Common stock dividends (16,286)     (16,286)    
Unrealized (loss) gain on derivative instruments $ (6,967)       (6,967)  
Stock option exercises (in shares) 200,782 200,782        
Stock option exercises $ 2,228 $ 2 2,226      
Balance end of period (in shares) at Dec. 31, 2021   48,954,482        
Balance at end of period at Dec. 31, 2021 $ 325,539 $ 759 $ 653,978 $ 92,111 $ 859 $ (422,168)
XML 21 R8.htm IDEA: XBRL DOCUMENT v3.22.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Cash flows from operating activities:      
Net income (loss) for the year $ 1,164 $ (97,412) $ 89,575
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:      
Depreciation 25,984 25,989 21,886
Amortization of intangibles 22,858 21,981 20,471
Net gain on sale of assets and business divestiture (1,594) (1,567) (109)
Loss on debt extinguishment 9,504 396 165
Deferred income taxes (8,147) 5,016 3,420
Stock-based compensation 7,059 4,509 9,036
Non-cash interest expense 1,082 1,112 1,045
Impairment 29,163 107,114 0
Accounts receivable (80,879) 71,436 8,327
Inventories (74,804) 21,099 (2,510)
Prepaid expenses and other 8,570 (2,875) (3,809)
Accounts payable and accrued liabilities 54,862 (28,266) (817)
Other, net (2,292) (4,398) (396)
Net cash (used in) provided by operating activities (7,470) 124,134 146,284
Cash flows from investing activities:      
Capital expenditures (49,105) (20,131) (37,645)
Proceeds from sale of assets and business divestiture 22,029 17,115 785
Net cash used in investing activities (27,076) (3,016) (36,860)
Cash flows from financing activities:      
Proceeds from exercise of stock options 2,228 1,273 848
Dividends paid (16,435) (17,324) (17,797)
Borrowings under revolving credit facilities 50,823 45,794 619
Payments under revolving credit facilities (17,788) (45,794) (619)
Principal payments under finance lease obligations (319) (327) (308)
Borrowings under new senior notes 400,000 0 0
Principal payments against old senior notes (315,000) (10,000) 0
Borrowings under term loan credit facility, net of original issuance discount 0 148,500 0
Principal payments under term loan credit facility (138,835) (146,393) (50,470)
Debt issuance costs paid (9,296) (791) (164)
Stock repurchases (66,731) (18,895) (33,707)
Net cash used in financing activities (111,353) (43,957) (101,598)
Cash, cash equivalents, and restricted cash:      
Net (decrease) increase in cash, cash equivalents, and restricted cash (145,899) 77,161 7,826
Cash, cash equivalents, and restricted cash at beginning of period 217,677 140,516 132,690
Cash, cash equivalents, and restricted cash at end of period 71,778 217,677 140,516
Supplemental disclosures of cash flow information:      
Cash paid for interest 22,040 23,411 26,234
Net (refunds received) cash paid for income taxes $ (467) $ (4,670) $ 20,379
XML 22 R9.htm IDEA: XBRL DOCUMENT v3.22.0.1
DESCRIPTION OF THE BUSINESS
 12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
DESCRIPTION OF THE BUSINESS DESCRIPTION OF THE BUSINESS
Wabash National Corporation (the “Company” or “Wabash”) 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 processing equipment. This diversification has been achieved through acquisitions, organic growth, and product innovation.
The One Wabash organizational transformation began during the first quarter of 2020 to better align resources and processes on serving the customer and to enable long-term growth. In connection with the substantial completion of the Company’s One Wabash strategic initiatives, including organizational and structural changes as well as portfolio rationalization, beginning in September 2021 the Company realigned its operating and reportable segments based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this realignment, the Company has established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”), and eliminated the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) segments. Accordingly, historical segment operating information and disclosures have been revised to conform to the current period segment presentation. Refer to Note 19 for additional discussion regarding segments and to Note 5 for the impact thereof to the evaluation of recorded goodwill balances.
As further described in Item 1 of this Annual Report on Form 10-K, on January 10, 2022, the Company completed its review and approval of its plan for rebranding as Wabash®. As part of the planning process, the Company assessed its usage of trade names and brand names in connection with the long-term growth strategy as One Wabash. Under the plan as approved, the Company no longer plans to use certain trade names or brand names, and will predominantly use Wabash (or variations thereof) to refer to the Company. Refer to Note 5 for additional details regarding non-cash impairment charges related to trade name and trademark intangible assets as a result of the Company’s rebranding.
XML 23 R10.htm IDEA: XBRL DOCUMENT v3.22.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation. The consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany profits, transactions, and balances have been eliminated in consolidation.
Reclassifications. Certain prior period amounts have been reclassified to conform to the current year presentation.
Use of Estimates. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that directly affect the amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from these estimates.
Cash and Cash Equivalents. Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the time of purchase.
Accounts Receivable. Accounts receivable are shown net of expected losses and primarily include trade receivables. The Company records expected losses for customers based upon a variety of factors including the Company’s historical collection experience, the length of time the account has been outstanding and the financial condition of the customer. If the circumstances related to specific customers were to change, the Company’s estimates of expected losses with respect to the collectability of the related accounts could be further adjusted. The Company’s policy is to write-off receivables when they are determined to be uncollectible. Expected losses are charged to 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,
202120202019
Balance at beginning of year$536 $670 $665 
Expected losses10 362 282 
Write-offs, net of recoveries(117)(496)(277)
Balance at end of year$429 $536 $670 
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, 2021 and 2020 consists of the following (in thousands):
December 31,
20212020
Chassis converter pool agreements$18,185 $17,767 
Income tax receivables10,386 18,073 
Insurance premiums & maintenance/subscription agreements3,290 4,384 
Assets held for sale350 1,897 
Commodity swap contracts7,963 13,750 
All other3,621 7,165 
$43,795 $63,036 
Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales to the manufacturer’s dealers. Assets held for sale are related to property, plant, and equipment assets that are unused, are actively being marketed for sale, and for which sale is expected within the next 12 months. As further described in Note 10, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. Other items primarily consist of contract assets related to contracts for which the Company recognizes revenue on an over time basis and investments held by the Company’s captive insurance subsidiary. As of December 31, 2021 and 2020, there was no restricted cash included in prepaid expenses and other current assets.
Property, Plant and Equipment. Property, plant and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred, while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvements and range from three to ten years for machinery and equipment.
Goodwill. Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. The Company reviews goodwill for impairment, at the reporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its carrying value may not be recoverable. In accordance with ASC 350, Intangibles - Goodwill and Other, goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative process.
The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test, which is the option the Company has historically chosen.
For reporting units in which the Company performs the quantitative analysis, the Company compares the carrying value, including goodwill, of each reporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, the difference is recognized as an impairment loss charged to the reporting unit. After an impairment loss is recognized, the adjusted carrying amount of goodwill shall be its new accounting basis.
As of December 31, 2021, goodwill allocated to the TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. Because of the recency and lack of changes with respect to market conditions and data assumptions used in the quantitative assessment performed in connection with the segment realignment discussed in more detail in Note 5, during the fourth quarter of 2021 the Company completed its annual goodwill impairment test using a qualitative assessment. As part of the qualitative analysis, the Company considered 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 fair value analysis for each reporting unit (performed in connection with the segment realignment).
During the fourth quarters of 2020 and 2019, the Company completed its annual goodwill impairment test using the quantitative assessment.
Except for the impairment charges during the first quarter of 2020, 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.
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.
As further described in Note 5, in connection with the Company’s rebranding initiative the Company recorded non-cash impairment charges of approximately $28.3 million during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract® Technology divestiture. In addition, net intangible assets of approximately $1.1 million were written-off during the fourth quarter of 2020 in connection with the Beall® divestiture.
Other Assets. The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three to seven years. As of December 31, 2021 and 2020, the Company had software costs, net of amortization, of $4.2 million and $6.1 million, respectively. Amortization expense for 2021, 2020, and 2019 was $1.7 million, $2.0 million, and $1.7 million, respectively.
Warranties. The Company offers a limited warranty for its products with a coverage period that ranges between one and five years, except that the coverage period for DuraPlate® trailer panels is ten years. The Company passes through component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale.
The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands):
20212020
Balance as of January 1$20,570 $22,575 
Provision for warranties issued in current year5,061 4,334 
Net adjustment to warranty accrual(170)(228)
Payments(3,416)(6,111)
Balance as of December 31$22,045 $20,570 
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):
20212020
Balance as of January 1$12,086 $12,934 
Expense33,941 47,612 
Payments(34,875)(48,460)
Balance as of December 31$11,152 $12,086 
Income Taxes. The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realize the value of these assets.
The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements.
Used Trailer Trade Commitments. The Company may accept trade-in of used trailers when a customer enters into a contract to purchase a new trailer. However, in the contracts for the sale of the new trailers, there is no commitment to repurchase that trailer or a similar trailer in the future. The Company had no outstanding trade commitments as of December 31, 2021 and December 31, 2020. 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 $13.6 million, $21.9 million, and $19.5 million in 2021, 2020, and 2019, respectively.
XML 24 R11.htm IDEA: XBRL DOCUMENT v3.22.0.1
NEW ACCOUNTING PRONOUNCEMENTS
 12 Months Ended
Dec. 31, 2021
Accounting Standards Update and Change in Accounting Principle [Abstract]  
NEW ACCOUNTING PRONOUNCEMENTS NEW ACCOUNTING PRONOUNCEMENTSIn March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. ASU No. 2020-04 is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt this standard when LIBOR is discontinued. The Company is evaluating the impact the new standard will have on our consolidated financial statements and related disclosures but does not anticipate a material impact.
XML 25 R12.htm IDEA: XBRL DOCUMENT v3.22.0.1
REVENUE RECOGNITION
 12 Months Ended
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]  
REVENUE RECOGNITION REVENUE RECOGNITION
The Company recognizes revenue from the sale of its products when obligations under the terms of a contract with our customers are satisfied; this occurs with the transfer of control of our products and replacement parts or throughout the completion of service work. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring promised goods or services to a customer and excludes all taxes collected from the customer. Shipping and handling fees are included in Net sales and the associated costs included in Cost of sales in the Consolidated Statements of Operations. For shipping and handling costs that take place after the transfer of control, the Company applies the practical expedient and treats it as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense. For performance obligations satisfied over time, which include certain equipment-related sales within our Parts & Services 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.
XML 26 R13.htm IDEA: XBRL DOCUMENT v3.22.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS
Segment Realignment
As further described in Note 19, beginning in September 2021 the Company realigned its operating and reportable segments. Based on these changes, the Company has established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments have also been determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. In accordance with the relevant accounting guidance, the Company performed a quantitative impairment assessment of goodwill immediately prior to and subsequently following the change in segments and reporting units. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded the carrying value. In addition, as part of the change in segment structure, the Company reassigned goodwill from the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) reporting units to the TS and P&S reporting units using a relative fair value allocation approach as required by the relevant accounting guidance.
Reassigned goodwill balances and related activity are shown in the table below. The goodwill impact related to the divestiture of Beall® during the fourth quarter of 2020 was only allocated and related to the TS segment, and the divestiture of Extract® (as discussed below) during the second quarter of 2021 only related to and was only assigned to the P&S segment. The first quarter of 2020 impairment charges for the historical FMP and Tank Trailers reporting units were allocated on a relative fair value basis as the impairment related to both the TS and P&S segments. The historical CTP reporting unit impairment charge in 2016 related only to the P&S segment and was assigned accordingly. The effects of foreign currency were allocated on a relative fair value basis as these effects relate to both segments.
Goodwill and Related Impairment Assessments
As of December 31, 2021, goodwill allocated to the TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. Because of the recency and lack of changes with respect to market conditions and data assumptions used in the quantitative assessment performed in connection with the segment realignment discussed above, during the fourth quarter of 2021 the Company completed its annual goodwill impairment test using a qualitative assessment. As part of the qualitative analysis, the Company considered 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 fair value analysis for each reporting unit (performed in connection with the segment realignment).
During the fourth quarters of 2020 and 2019, the Company completed its annual goodwill impairment test using the quantitative assessment.
Except for the impairment charges during the first quarter of 2020, 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.
As further described in Note 20, during the second quarter of 2021, the Company sold its Extract Technology® (“Extract”) business that manufactured 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. Prior to the divestiture, Extract was an operating unit within the historical DPG reporting unit. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting net gain recognized in connection with the sale. Prior to and subsequent to the divestiture, the Company performed an impairment assessment for the historical DPG reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value.
In addition, 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.
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.
For the years ended December 31, 2021, 2020, and 2019, the changes in the carrying amounts of goodwill were as follows (in thousands):
Transportation SolutionsParts & ServicesTotal
Balance at December 31, 2019
   Goodwill$193,488 $119,201 $312,689 
   Accumulated impairment losses— (1,663)(1,663)
Net balance at December 31, 2019193,488 117,538 311,026 
   Goodwill impairments(68,257)(38,480)(106,737)
Impact of divestiture on goodwill(4,685)— (4,685)
   Effects of foreign currency(28)(16)(44)
Balance at December 31, 2020
Goodwill188,775 119,185 307,960 
   Accumulated impairment losses(68,257)(40,143)(108,400)
Net balance as of December 31, 2020120,518 79,042 199,560 
Impact of divestiture on goodwill— (11,101)(11,101)
   Effects of foreign currency (11)(5)(16)
Balance as of December 31, 2021
Goodwill188,764 108,079 296,843 
   Accumulated impairment losses(68,257)(40,143)(108,400)
Net balance as of December 31, 2021$120,507 $67,936 $188,443 

Intangible Assets
As further described throughout this Annual Report on Form 10-K, on January 10, 2022, the Company completed its review and approval of its plan for rebranding as Wabash®. As part of the planning process, the Company assessed its usage of trade names and brand names in connection with the long-term growth strategy as One Wabash. Under the plan as approved, the Company no longer plans to use certain trade names or brand names, and will predominantly use Wabash (or variations thereof) to refer to the Company. The decision resulted in non-cash impairment charges of approximately $28.3 million (of which approximately $25.6 million related to the TS segment and $2.7 million to the P&S segment) during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. The impairment charges are included in Impairment and other, net in the Consolidated Statements of Operations.
Intangible asset amortization expense was $22.9 million, $22.0 million, and $20.5 million for 2021, 2020, and 2019, respectively. Annual intangible asset amortization expense for the next 5 fiscal years is estimated to be $14.9 million in 2022; $12.5 million in 2023; $12.3 million in 2024; $11.4 million in 2025; and $10.7 million in 2026.
Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract® divestiture. In addition, net intangible assets of approximately $1.1 million were written-off during the fourth quarter of 2020 in connection with the Beall® divestiture.
As of December 31, 2021, the balances of intangible assets, other than goodwill, were as follows (in thousands):
Weighted Average
Amortization Period		Gross Intangible
Assets		Accumulated
Amortization		Net Intangible
Assets
Trade names and trademarksN/A$— $— $— 
Customer relationships13 years270,016 (157,852)112,164 
Technology12 years11,708 (9,431)2,277 
Total$281,724 $(167,283)$114,441 
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
Trade names and trademarks20 years$51,481 $(19,975)$31,506 
Customer relationships13 years276,973 (145,356)131,617 
Technology12 years12,828 (9,064)3,764 
Total$341,282 $(174,395)$166,887 
XML 27 R14.htm IDEA: XBRL DOCUMENT v3.22.0.1
INVENTORIES
 12 Months Ended
Dec. 31, 2021
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIES
Inventories, net of reserves, consist of the following (in thousands):
December 31,
20212020
Raw materials and components$174,915 $99,418 
Finished goods42,933 44,695 
Work in progress14,133 11,592 
Used trailers737 1,478 
Aftermarket parts4,903 6,567 
$237,621 $163,750 
XML 28 R15.htm IDEA: XBRL DOCUMENT v3.22.0.1
PROPERTY, PLANT AND EQUIPMENT
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT PROPERTY, PLANT, AND EQUIPMENT
Depreciation expense on property, plant, and equipment, which is recorded in Cost of sales and General and administrative expenses in the Consolidated Statements of Operations, as appropriate, was $24.3 million, $24.0 million, and $20.2 million in 2021, 2020, and 2019, respectively, and includes depreciation of assets recorded in connection with the Company’s finance lease agreements. As of December 31, 2021 and 2020, 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 $2.7 million and $2.8 million, respectively, net of accumulated depreciation of $2.0 million and $1.8 million, respectively.
See Note 20 for information related to property, plant, and equipment sales and impairment charges.
Property, plant and equipment, net consist of the following (in thousands):
December 31,
20212020
Land$41,098 $38,886 
Buildings and building improvements150,000 149,364 
Machinery and equipment313,744 309,063 
Construction in progress45,505 9,349 
550,347 506,662 
Less: accumulated depreciation(317,922)(296,986)
$232,425 $209,676 
XML 29 R16.htm IDEA: XBRL DOCUMENT v3.22.0.1
OTHER ACCRUED LIABILITIES
 12 Months Ended
Dec. 31, 2021
Payables and Accruals [Abstract]  
OTHER ACCRUED LIABILITIES OTHER ACCRUED LIABILITIES
The following table presents the major components of Other accrued liabilities (in thousands):
December 31,
20212020
Customer deposits$17,646 $37,792 
Chassis converter pool agreements18,185 17,767 
Warranty22,045 20,570 
Payroll and related taxes15,679 16,163 
Self-insurance11,152 12,086 
Accrued interest4,288 4,368 
Operating lease obligations3,507 4,117 
Accrued taxes8,425 4,790 
All other14,389 13,327 
$115,316 $130,980 
XML 30 R17.htm IDEA: XBRL DOCUMENT v3.22.0.1
LONG-TERM DEBT
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
December 31, 2021December 31, 2020
Senior Notes due 2028$400,000 $— 
Senior Notes due 2025— 315,000 
New Term Loan Credit Agreement— 138,835 
Revolving Credit Agreement33,035 — 
433,035 453,835 
Less: unamortized discount and fees(4,720)(5,856)
Less: current portion— — 
$428,315 $447,979 
Senior Notes due 2028
On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes due 2028 (the “New Senior Notes”). The New Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Indenture”). The New Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2022. The New Senior Notes will mature on October 15, 2028. At any time prior to October 15, 2024, the Company may redeem some or all of the New Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the New Senior Notes being redeemed plus an applicable make-whole premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption date.
Prior to October 15, 2024, the Company may redeem up to 40% of the New Senior Notes at a redemption price of 104.500% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain equity offerings so long as if, after any such redemption occurs, at least 60% of the aggregate principal amount of the New Senior Notes remain outstanding. On and after October 15, 2024, the Company may redeem some or all of the New Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on October 15, 2024, 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), unless the Company has exercised its optional redemption right in respect of the New Senior Notes, the holders of the New Senior Notes will have the right to require the Company to repurchase all or a portion of the New Senior Notes at a price equal to 101% of the aggregate principal amount of the New Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.
The New 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 New Senior Notes and related guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and will be subordinated to all of the Company and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the New Senior Notes are structurally subordinated to any existing and future debt of any of the Company’s subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries.
Subject to a number of exceptions and qualifications, the Indenture restricts the Company’s ability and the ability of certain of its subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or with respect to any other interest or participation in, or measured by, its profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications.
During any time when the New Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and the Company and its subsidiaries will cease to be subject to such covenants during such period.
The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the New 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, 2021, the Company was in compliance with all covenants.
The sale of the New Senior Notes resulted in net proceeds to the Company of approximately $395 million, after deducting financing fees and other offering expenses. The Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Senior Notes due 2025, to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement, and to pay all related fees and expenses. Debt extinguishment charges totaling $9.1 million were recorded during the fourth quarter of 2021 in connection with the redemption in full of the Senior Notes due 2025 and the repayment in full of the outstanding borrowing under the New Term Loan Credit Agreement. The loss on debt extinguishment charges are included in Other, net in the Company’s Consolidated Statements of Operations.
Contractual coupon interest expense and accretion of fees for the New Senior Notes for the year ended December 31, 2021 were $4.3 million and $0.1 million, respectively, and are included in Interest expense in the Company’s Consolidated Statements of Operations.
Senior Notes due 2025
On September 26, 2017, the Company issued Senior Notes due 2025 (the “Old 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 Old Senior Notes bore interest at the rate of 5.50% per annum from the date of issuance, and required interest to be paid 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 Old Senior Notes to finance a portion of the acquisition of Supreme and to pay related fees and expenses.
The Old Senior Notes were scheduled to mature on October 1, 2025. At any time prior to October 1, 2020, the Company could have redeemed some or all of the Old Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the Old Senior Notes being redeemed plus an applicable make-whole premium set forth in the indenture for the Old 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 40% of the Old 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 the aggregate principal amount of the Old Senior Notes remained outstanding. On and after October 1, 2020, the Company could have redeemed some or all of the Old 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 Old Senior Notes), unless the Company had exercised its optional redemption right in respect of the Old Senior Notes, the holders of the Old Senior Notes would have had the right to require the Company to repurchase all or a portion of the Old Senior Notes at a price equal to 101% of the aggregate principal amount of the Old Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.
The Old Senior Notes were guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Old Senior Notes and related guarantees were 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 Old Senior Notes were 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 Old Senior Notes restricted 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 were subject to a number of important exceptions and qualifications. During any time when the Old Senior Notes were rated investment grade by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no event of default had occurred or was continuing, many of such covenants would have been suspended and the Company and its subsidiaries would not have been subject to such covenants during such period.
The indenture for the Old Senior Notes contained 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 were to have occurred and continued, the principal amount of the Old Senior Notes, plus accrued and unpaid interest, if any, may have been declared immediately due and payable. These amounts would have automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurred.
As described above, in October 2021 the Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Old Senior Notes. Contractual coupon interest expense and accretion of discount and fees for the Old Senior Notes for the years ended December 31, 2021, 2020 and 2019, was $13.8 million, $18.6 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 Old 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 “Second Amended and Restated 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 (the “First Amendment”) 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.
On September 28, 2021, the Company entered into an Increase Agreement Regarding Incremental Revolver Commitments and Second Amendment to Second Amended and Restated Credit Agreement (the “Second Amendment”, and together with the First Amendment and Second Amended and Restated Credit Agreement, the “Revolving Credit Agreement” or “Revolving Facility”), which exercised an option under the Revolving Credit Agreement to increase the total revolving credit commitments by $50 million from $175 million to $225 million. The Revolving Credit Agreement continues to include an increase option, which would allow the Company, subject to certain terms and conditions set forth in the Revolving Credit Agreement (including the approval of the lenders providing the applicable increase), to increase the total revolving credit commitments under the Revolving Credit Agreement by a further $50 million to a maximum of $275 million.
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 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 New Term Loan Credit Agreement were governed by an Intercreditor Agreement, dated as of September 28, 2020, 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 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 bear interest at an annual rate, at the Borrowers’ election, equal to (i) London Interbank Offer Rate (“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 thereunder.
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. The Company was in compliance with all covenants as of December 31, 2021.
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.
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.
The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $258.0 million as of December 31, 2021 and $384.0 million as of December 31, 2020.
During the fourth quarter of 2021, the Company drew $50.0 million under the Revolving Credit Agreement, a portion of which was used along with the proceeds of the New Senior Notes to fund the redemption in full of the Senior Notes due 2025, to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement, and to pay all related fees and expenses of the New Senior Notes. The Company repaid $17.0 million under the Revolving Credit Agreement during the fourth quarter of 2021, and as of December 31, 2021 outstanding borrowings totaled $33.0 million.
During the three-month period ended March 31, 2020, the Company 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, the Company repaid the $45.0 million in outstanding borrowings, and for the remainder of 2020 and as of December 31, 2020, there were no amounts outstanding under the Revolving Facility.
Interest expense under the Revolving Credit Agreement for the years ended December 31, 2021 and 2020 was approximately $0.6 million and $0.2 million, respectively. There was no interest expense under the Revolving Credit Agreement for the year ended December 31, 2019.
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 was guaranteed by certain subsidiaries of the Company (the “Term Loan Guarantors”) and was 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 were 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 had a scheduled maturity date of September 28, 2027. The loans under the New Term Loan Credit Agreement amortized 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 bore 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 contained 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.
Subject to the terms of the Intercreditor Agreement, if the covenants under the New Term Loan Credit Agreement were to be 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 included, 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.
As described above, in October 2021 the Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement. In addition to the full repayment during the fourth quarter, during the second quarter of 2021 the Company made principal payments totaling $30.0 million and recognized loss on debt extinguishment charges of approximately $0.5 million. The extinguishment charges are included in Other, net in the Consolidated Statements of Operations.
For the years ended December 31, 2021, 2020, and 2019, under the New and Old Term Loan Credit Agreements the Company paid interest of $3.9 million, $4.8 million, and $7.8 million, respectively. For the years ended December 31, 2021, 2020, and 2019, the Company 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.
In September 2020, 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. In addition, 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 scheduled maturity under the New Term Loan Credit Agreement were satisfied in full with this prepayment. As of December 31, 2020, the Company had $138.8 million outstanding under the New Term Loan Credit Agreement, of which none was classified as current on the Company’s Consolidated Balance Sheets.
For the year ended December 31, 2019, the Company paid principal of $50.5 million and as a result recognized losses on debt extinguishment totaling approximately $0.2 million. The losses on debt extinguishment are included in Other, net in the Company’s Consolidated Statements of Operations.
XML 31 R18.htm IDEA: XBRL DOCUMENT v3.22.0.1
FINANCIAL DERIVATIVE INSTRUMENTS
 12 Months Ended
Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
FINANCIAL DERIVATIVE INSTRUMENTS FINANCIAL DERIVATIVE INSTRUMENTS
Commodity Pricing Risk
As of December 31, 2021, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $129.6 million. The Company uses commodity swap contracts to mitigate the risks associated with fluctuations in commodity prices impacting its cash flows related to inventory purchases from suppliers. The Company does not hedge all commodity price risk.
At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified monthly settlement dates and will be recognized into earnings through January 2023. The effective portion of the hedging transaction is recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and transferred to earnings when the forecasted hedged transaction takes place or when the forecasted hedged transaction is no longer probable to occur.
Financial Statement Presentation
As of December 31, 2021 and 2020, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):
Asset / (Liability) Derivatives
Balance Sheet CaptionDecember 31, 2021December 31, 2020
Derivatives designated as hedging instruments
Commodity swap contractsPrepaid expenses and other$7,963 $13,750 
Commodity swap contractsAccounts payable and Other accrued liabilities(5,121)(366)
Total derivatives designated as hedging instruments$2,842 $13,384 
The following table summarizes the gain or loss recognized in AOCI as of December 31, 2021 and 2020 and the amounts reclassified from AOCI into earnings for the years ended December 31, 2021, 2020, and 2019 (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, 2021December 31, 2020202120202019
Derivatives instruments
Commodity swap contracts$2,848 $9,815 Cost of sales$54,937 $(7,778)$(2,297)
Over the next 12 months, the Company expects to reclassify approximately $3.9 million of pretax deferred gains related to the commodity swap contracts from AOCI to cost of sales as inventory purchases are settled.
XML 32 R19.htm IDEA: XBRL DOCUMENT v3.22.0.1
LEASES
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
LEASES 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 one to 5 years. The exercise of lease renewal options is at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised upon lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Leased assets obtained in exchange for new operating lease liabilities during the year ended December 31, 2021 were approximately $4.6 million. As of December 31, 2021, obligations related to leases that the Company has executed but have not yet commenced were insignificant.
Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):
ClassificationDecember 31, 2021December 31, 2020
Right-of-Use Assets
OperatingOther assets$11,379 $10,842 
FinanceProperty, plant and equipment, net2,658 2,802 
Total leased ROU assets$14,037 $13,644 
Liabilities
Current
OperatingOther accrued liabilities$3,507 $4,117 
FinanceCurrent portion of finance lease obligations59 348 
Noncurrent
OperatingNon-current liabilities7,872 6,967 
FinanceFinance lease obligations— 30 
Total lease liabilities$11,438 $11,462 
Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):
ClassificationTwelve Months Ended December 31, 2021Twelve Months Ended December 31, 2020
Operating lease costCost of sales, selling expenses, and general and administrative expense$5,031 $5,116 
Finance lease cost
Amortization of ROU leased assetsDepreciation and amortization within Cost of sales144 144 
Interest on lease liabilitiesInterest expense55 53 
Net lease cost$5,230 $5,313 
Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):
Operating LeasesFinance LeasesTotal
2022$3,992 $59 $4,051 
20233,196 — 3,196 
20242,081 — 2,081 
20251,369 — 1,369 
2026890 — 890 
Thereafter1,152 — 1,152 
Total lease payments$12,680 $59 $12,739 
Less: interest1,301 — 
Present value of lease payments$11,379 $59 
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, 2021December 31, 2020
Weighted average remaining lease term (years)
Operating leases4.33.6
Finance leases0.11.1
Weighted average discount rate
Operating leases5.12 %5.07 %
Finance leases6.16 %6.16 %
Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):
Twelve Months Ended December 31, 2021Twelve Months Ended December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$4,847 $5,091 
Operating cash flows from finance leases$13 $34 
Financing cash flows from finance leases$319 $327 
LEASES 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 one to 5 years. The exercise of lease renewal options is at the Company’s sole discretion, and are included in the lease term only to the extent such renewal options are reasonably certain of being exercised upon lease commencement. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Leased assets obtained in exchange for new operating lease liabilities during the year ended December 31, 2021 were approximately $4.6 million. As of December 31, 2021, obligations related to leases that the Company has executed but have not yet commenced were insignificant.
Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):
ClassificationDecember 31, 2021December 31, 2020
Right-of-Use Assets
OperatingOther assets$11,379 $10,842 
FinanceProperty, plant and equipment, net2,658 2,802 
Total leased ROU assets$14,037 $13,644 
Liabilities
Current
OperatingOther accrued liabilities$3,507 $4,117 
FinanceCurrent portion of finance lease obligations59 348 
Noncurrent
OperatingNon-current liabilities7,872 6,967 
FinanceFinance lease obligations— 30 
Total lease liabilities$11,438 $11,462 
Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):
ClassificationTwelve Months Ended December 31, 2021Twelve Months Ended December 31, 2020
Operating lease costCost of sales, selling expenses, and general and administrative expense$5,031 $5,116 
Finance lease cost
Amortization of ROU leased assetsDepreciation and amortization within Cost of sales144 144 
Interest on lease liabilitiesInterest expense55 53 
Net lease cost$5,230 $5,313 
Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):
Operating LeasesFinance LeasesTotal
2022$3,992 $59 $4,051 
20233,196 — 3,196 
20242,081 — 2,081 
20251,369 — 1,369 
2026890 — 890 
Thereafter1,152 — 1,152 
Total lease payments$12,680 $59 $12,739 
Less: interest1,301 — 
Present value of lease payments$11,379 $59 
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, 2021December 31, 2020
Weighted average remaining lease term (years)
Operating leases4.33.6
Finance leases0.11.1
Weighted average discount rate
Operating leases5.12 %5.07 %
Finance leases6.16 %6.16 %
Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):
Twelve Months Ended December 31, 2021Twelve Months Ended December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$4,847 $5,091 
Operating cash flows from finance leases$13 $34 
Financing cash flows from finance leases$319 $327 
XML 33 R20.htm IDEA: XBRL DOCUMENT v3.22.0.1
FAIR VALUE MEASUREMENTS
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The Company’s fair value measurements are based upon a three-level valuation hierarchy. These valuation techniques are based upon the transparency of inputs (observable and unobservable) to the valuation of an asset or liability as of the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:
▪Level 1 — Valuation is based on quoted prices for identical assets or liabilities in active markets;
▪Level 2 — Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument; and
▪Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
Recurring Fair Value Measurements
The Company maintains a non-qualified deferred compensation plan which is offered to senior management and other key employees. The amount owed to participants is an unfunded and unsecured general obligation of the Company. Participants are offered various investment options with which to invest the amount owed to them, and the plan administrator maintains a record of the liability owed to participants by investment. To minimize the impact of the change in market value of this liability, the Company has elected to purchase a separate portfolio of investments through the plan administrator similar to those chosen by the participant.
The investments purchased by the Company include mutual funds, which are classified as Level 1, and life-insurance contracts valued based on the performance of underlying mutual funds, which are classified as Level 2. Additionally, 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, 2021 and 2020 are shown below (in thousands):
FrequencyAsset / (Liability)Quoted Prices in Active Markets for Identical Assets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
December 31, 2021
Commodity swap contractsRecurring$2,842 $— $2,842 $— 
Mutual fundsRecurring$6,183 $6,183 $— $— 
Life-insurance contractsRecurring$18,670 $— $18,670 $— 
December 31, 2020
Commodity swap contractsRecurring$13,384 $— $13,384 $— 
Mutual fundsRecurring$5,331 $5,331 $— $— 
Life-insurance contractsRecurring$16,930 $— $16,930 $— 
Estimated Fair Value of Debt
The estimated fair value of debt at December 31, 2021 consists primarily of the Senior Notes due 2028 and borrowings under the Revolving Credit Agreement (see Note 9). The fair value of the Senior Notes due 2028, Senior Notes due 2025, and New Term Loan Credit Agreement as of December 31, 2021 and 2020 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.
The Company’s carrying and estimated fair value of debt at December 31, 2021 and December 31, 2020 were as follows (in thousands):
December 31, 2021December 31, 2020
Fair ValueFair Value
Carrying
Value		Level 1Level 2Level 3Carrying
Value		Level 1Level 2Level 3
Instrument
Senior Notes due 2028$395,280 $— $399,727 $— $— $— $— $— 
Senior Notes due 2025— — — — 311,357 — 319,140 — 
New Term Loan Credit Agreement— — — — 136,622 — 136,280 — 
Revolving Credit Agreement33,035 — 33,035 — — — — — 
$428,315 $— $432,762 $— $447,979 $— $455,420 $— 
The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements as long-term debt is presented at carrying value, net of unamortized premium or discount and unamortized deferred financing costs in the consolidated financial statements.
XML 34 R21.htm IDEA: XBRL DOCUMENT v3.22.0.1
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
a.    Litigation
As of December 31, 2021, 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 Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to the Company’s financial conditions and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of operations.
On November 13, 2019, the Company received a notice that it was considered one of several PRPs by the Indiana Department of Environmental Management (“IDEM”) under CERCLA and state law related to substances found in soil and groundwater at a property located at 817 South Earl Avenue, Lafayette, Indiana (the “Site”). The Company has never owned or operated the Site, but the Site is near certain of the Company’s owned properties. 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 was completed in 2021. The Company submitted to IDEM the final, written report in December 2021, which states that its position is that the Company is not a responsible party and has no liability for any contamination. As of December 31, 2021, 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, 2021, the Company had reserved an insignificant amount for estimated remediation costs for activities at existing and former properties which are recorded within Other accrued liabilities on the Consolidated Balance Sheets.
c.    Letters of Credit
As of December 31, 2021, the Company had standby letters of credit totaling $5.7 million issued in connection with workers compensation claims and surety bonds.
d.    Purchase Commitments
The Company has $129.6 million in purchase commitments at December 2021 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, 2021 the Company’s outstanding chassis converter pool with the manufacturer totaled $18.2 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.
XML 35 R22.htm IDEA: XBRL DOCUMENT v3.22.0.1
NET INCOME (LOSS) PER SHARE OF COMMON STOCK
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
NET INCOME (LOSS) PER SHARE OF COMMON STOCK NET INCOME (LOSS) 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 income (loss) per share is determined using net income (loss) 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).
Year Ended December 31,
202120202019
Basic net income (loss) per share:
Net income (loss) applicable to common stockholders$1,164 $(97,412)$89,575 
Weighted average common shares outstanding50,684 52,945 54,695 
Basic net income (loss) per share$0.02 $(1.84)$1.64 
Diluted net income (loss) per share:
Net income (loss) applicable to common stockholders$1,164 $(97,412)$89,575 
Weighted average common shares outstanding50,684 52,945 54,695 
Dilutive stock options and restricted stock924 — 595 
Diluted weighted average common shares outstanding51,608 52,945 55,290 
Diluted net income (loss) per share$0.02 $(1.84)$1.62 
For the years ended December 31, 2021 and 2019, there were no options excluded from average diluted shares outstanding as the average market price of the common shares was greater than the exercise price. 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.
XML 36 R23.htm IDEA: XBRL DOCUMENT v3.22.0.1
STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement, Noncash Expense [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
On May 18, 2017, the shareholders of the Company approved the 2017 Omnibus Incentive Plan (the “2017 Incentive Plan”) which authorizes 3,150,000 shares for issuance under the plan. Awards granted under the 2017 Incentive Plan may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, other share-based awards, and cash awards to directors, officers, and other eligible employees of the Company.
The Company recognizes all share-based awards to eligible employees based upon their grant date fair value. The Company’s policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. Total stock-based compensation expense was $7.1 million, $4.5 million, and $9.0 million in the years ended December 31, 2021, 2020 and 2019, 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 non-vested stock options and restricted stock not yet recognized was approximately $9.6 million at December 31, 2021, for which the weighted average remaining life was approximately 1.7 years.
Restricted Stock
Restricted stock awards vest over a period of one to three years and may be based on the achievement of specific financial performance metrics and market conditions. Awards based strictly on time-based vesting and those awards with performance metrics are valued at the market price on the date of grant. The fair values of the awards that contain market conditions are estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based upon historical volatility, risk-free rates of return, and correlation matrix. Restricted stock awards are generally forfeitable in the event of terminated employment prior to vesting.
A summary of all restricted stock activity during 2021 is as follows:
Number of
Shares		Weighted
Average
Grant Date
Fair Value
Restricted Stock Outstanding at December 31, 20201,832,379 $16.06 
Granted582,081 17.45 
Vested(296,946)18.01 
Forfeited(336,438)22.18 
Restricted Stock Outstanding at December 31, 20211,781,076 $15.03 
During 2021, 2020, and 2019, the Company granted 582,081, 1,010,802, and 853,994 shares of restricted stock, respectively, with aggregate fair values on the date of grant of approximately $10.2 million, $12.6 million, and $13.0 million, respectively. The total fair value of restricted stock that vested during 2021, 2020, and 2019 was approximately $5.0 million, $3.7 million, and $7.4 million, respectively.
Stock Options
Stock options are awarded with an exercise price equal to the market price of the underlying stock on the date of grant, become fully exercisable three years after the date of grant and expire ten years after the date of grant. No stock options have been granted by the Company since February 2015.
A summary of all stock option activity during 2021 is as follows:
Number of OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeAggregate
Intrinsic Value
($ in millions)
Options Outstanding at December 31, 2020414,080 $11.60 2.2$2.3 
Exercised(200,782)$11.09 $1.3 
Forfeited— $— 
Expired(13,587)$10.21 
Options Outstanding at December 31, 2021199,711 $12.20 2.1$1.5 
Options Exercisable at December 31, 2021154,533 $11.82 2.0$1.2 
The total intrinsic value of stock options exercised during 2021, 2020, and 2019 was approximately $1.3 million, $0.5 million, and $0.5 million, respectively.
XML 37 R24.htm IDEA: XBRL DOCUMENT v3.22.0.1
STOCKHOLDERS' EQUITY
 12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Share Repurchase Program
In August 2021, the Company announced that the Board of Directors approved the repurchase of an additional $150 million in shares of common stock over a three-year period. This authorization was an increase to the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in August 2024. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by the Company. As of December 31, 2021, $136.1 million remained available under the program.
Common and Preferred Stock
The Board of Directors has the authority to issue common and unclassed preferred stock of up to 200 million shares and 25 million shares, respectively, with par value of $0.01 per share, as well as to fix dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions.
Accumulated Other Comprehensive Income (Loss)
Changes in AOCI by component, net of tax, for the years ended December 31, 2021, 2020, and 2019 are summarized as follows (in thousands):
Foreign Currency TranslationDerivative InstrumentsTotal
Balances at December 31, 2018$(2,578)$(765)$(3,343)
Net unrealized gains (losses) arising during the period(a)
712 (3,059)(2,347)
Less: Net realized gains (losses) reclassified to net income(b)
— (1,712)(1,712)
Net change during the period712 (1,347)(635)
Balances at December 31, 2019(1,866)(2,112)(3,978)
Net unrealized gains (losses) arising during the period(c)
(316)6,111 5,795 
Less: Net realized gains (losses) reclassified to net loss(d)
— (5,816)(5,816)
Net change during the period(316)11,927 11,611 
Balances at December 31, 2020(2,182)9,815 7,633 
Net unrealized gains (losses) arising during the period(e)
193 34,127 34,320 
Less: Net realized gains (losses) reclassified to net income(f)
— 41,094 41,094 
Net change during the period193 (6,967)(6,774)
Balances at December 31, 2021$(1,989)$2,848 $859 
—————————
(a) Derivative instruments net of $1.0 million of tax benefit for the year ended December 31, 2019.
(b) Derivative instruments net of $0.6 million of tax benefit for the year ended December 31, 2019.
(c) Derivative instruments net of $2.1 million of tax expense for the year ended December 31, 2020.
(d) Derivative instruments net of $2.0 million of tax benefit for the year ended December 31, 2020.
(e) Derivative instruments net of $11.5 million of tax expense for the year ended December 31, 2021.
(f) Derivative instruments net of $13.8 million of tax expense for the year ended December 31, 2021.
XML 38 R25.htm IDEA: XBRL DOCUMENT v3.22.0.1
EMPLOYEE SAVINGS PLANS
 12 Months Ended
Dec. 31, 2021
Employee Savings Plans [Abstract]  
EMPLOYEE SAVINGS PLANS EMPLOYEE SAVINGS PLANSSubstantially all of the Company’s employees are eligible to participate in a defined contribution plan under Section 401(k) of the Internal Revenue Code. The Company also provides a non-qualified defined contribution plan for senior management and certain key employees. Both plans provide for the Company to match, in cash, a percentage of each employee’s contributions up to certain limits. The Company’s matching contribution and related expense for these plans was approximately $8.0 million, $7.9 million, and $10.2 million for 2021, 2020, and 2019, respectively.
XML 39 R26.htm IDEA: XBRL DOCUMENT v3.22.0.1
INCOME TAXES
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
Income (Loss) Before Income Taxes
The consolidated income (loss) before income taxes for 2021, 2020, and 2019 consists of the following (in thousands):
Years Ended December 31,
 202120202019
Domestic$5,426 $(110,049)$116,886 
Foreign(4,136)835 845 
Total income (loss) before income taxes$1,290 $(109,214)$117,731 
Income Tax Expense (Benefit)
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 2021. 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 expense (benefit) for 2021, 2020, and 2019 consists of the following components (in thousands):
Years Ended December 31,
 202120202019
Current   
Federal$8,449 $(15,190)$18,167 
State(1,098)(2,072)6,233 
Foreign922 444 336 
 8,273 (16,818)24,736 
Deferred
Federal(9,423)7,918 2,760 
State1,310 (2,959)620 
Foreign(34)57 40 
 (8,147)5,016 3,420 
Total consolidated expense (benefit)$126 $(11,802)$28,156 
The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands):
Years Ended December 31,
 202120202019
Pretax book income (loss)$1,290 $(109,214)$117,731 
Federal tax expense (benefit) at applicable statutory rate271 (22,935)24,723 
State and local income taxes (net of federal benefit)212 (4,948)5,513 
Rate differential— (5,004)— 
Impairment and divestiture870 20,111 — 
Tax credits(2,065)— (3,301)
Nondeductible officer compensation390 490 — 
Compensation expense964 1,070 1,317 
Other(516)(586)(96)
Total income tax expense (benefit)$126 $(11,802)$28,156 
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, 2021 and 2020, the Company retained a valuation allowance of $1.2 million and $1.0 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, 2021 and 2020, the Company had no U.S. federal tax NOLs. The Company incurred a net loss in 2020 and fully utilized that loss in carrybacks. The Company has various multi-state income tax NOLs aggregating approximately $71.0 million which will expire between 2022 and 2042, if unused.
The components of deferred tax assets and deferred tax liabilities as of December 31, 2021 and 2020 were as follows (in thousands):
December 31,
 20212020
Deferred tax assets  
Tax credits and loss carryforwards$800 $2,518 
Accrued liabilities5,764 6,415 
Incentive compensation8,012 9,202 
Other6,098 328 
 20,674 18,463 
Deferred tax liabilities
Property, plant and equipment(22,344)(22,355)
Intangibles(28,748)(40,043)
Other(4,364)(1,822)
 (55,456)(64,220)
Net deferred tax liability before valuation allowances and reserves(34,782)(45,757)
Valuation allowances(1,237)(1,020)
Net deferred tax liability$(36,019)$(46,777)
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 expense (benefit) on the Consolidated Statements of Operations. As of December 31, 2021 and 2020, the total amount of unrecognized income tax benefits, including interest and penalties, was approximately $2.3 million and $2.2 million, respectively, all of which, if recognized, would impact the effective income tax rate of the Company. As of December 31, 2021 and 2020, the Company had recorded a total of $0.8 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, 2021, the Company is subject to unexpired statutes of limitation for U.S. federal income taxes for the years 2018 through 2020. The Company is also subject to unexpired statutes of limitation for Indiana state income taxes for the years 2018 through 2020.
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, 2021 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, 2020$1,422 
Increase in prior year tax positions84 
Balance at December 31, 20201,506 
Increase in prior year tax positions8 
Balance at December 31, 2021$1,514 
XML 40 R27.htm IDEA: XBRL DOCUMENT v3.22.0.1
SEGMENTS
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
SEGMENTS SEGMENTS
Segment Reporting
The Company has historically managed its business in three segments: CTP, DPG, and FMP. The Company began its One Wabash organizational transformation during the first quarter of 2020 to better align its resources and processes on serving the customer and enable long-term growth. In connection with the substantial completion of the Company’s One Wabash strategic initiatives during Q3 2021, including organizational and structural changes as well as portfolio rationalization, beginning in September 2021 the Company realigned its operating and reportable segments based on how the CODM manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this realignment, the Company eliminated the historical CTP, DPG, and FMP segments and established two operating and reportable segments: TS and P&S.
While the Company has historically generated a small portion of its revenue and profitability from streams like aftermarket parts, repair and maintenance services, and upfitting and equipment services, historically these businesses existed scattered throughout the Company’s siloed organization structure. During the One Wabash transformation that culminated with segment realignment, the Company brought these previously siloed businesses together to leverage the Company’s strengths and better reach the customer, which included shifting significant resources and talent to lead these parts and services businesses. The Company continues to formulate aggressive plans that now underpin growth initiatives under the One Wabash approach.
Additional information related to the composition of each segment is included below.
▪Transportation Solutions (“TS”): The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Company’s wood flooring production facility, all of which were previously reported in the CTP segment. The Company’s EcoNex™ products that were historically included in both the CTP and FMP segments are now reported in the TS segment. In addition, the TS segment includes tank trailers and truck-mounted tanks that were historically reported in the DPG segment. Finally, truck-mounted dry and refrigerated bodies and service and stake bodies that were previously reported in the FMP segment are also in the TS segment.
▪Parts & Services (“P&S”): The P&S segment is comprised of each of the Company’s historical segments’ parts and services businesses as well as the upfitting component of our truck bodies business. In addition, the Company’s Composites business, which focuses on the use of DuraPlate® composite panels beyond the semi-trailer market, is also part of the P&S segment (previously reported in the DPG segment). Finally, the P&S segment includes the Company’s Engineered Products business (previously reported in the DPG segment), including stainless-steel storage tanks and silos, mixers, and processors for a variety of end markets. Growing and expanding the parts and services businesses is a key strategic initiative for the Company moving forward.
The accounting policies of the TS and P&S segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on income (loss) from operations. The Company has not allocated certain corporate related administrative costs, interest, and income taxes included in the corporate and eliminations segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost. Segment assets are not presented as it is not a measure reviewed by the CODM in allocating resources and assessing performance.
Reportable segment information is as follows (in thousands):
Transportation SolutionsParts & ServicesCorporate and
Eliminations		Consolidated
2021
Net sales
External customers$1,628,694 $174,574 $— $1,803,268 
Intersegment sales4,625 2,592 (7,217)— 
Total net sales$1,633,319 $177,166 $(7,217)$1,803,268 
Depreciation and amortization$41,819 $4,781 $2,242 $48,842 
Income (Loss) from operations$61,869 $20,201 $(48,528)$33,542 
2020
Net sales
External customers$1,308,935 $172,954 $— $1,481,889 
Intersegment sales6,494 6,520 (13,014)— 
Total net sales$1,315,429 $179,474 $(13,014)$1,481,889 
Depreciation and amortization$40,236 $5,512 $2,222 $47,970 
Loss from operations$(29,702)$(12,658)$(43,248)$(85,608)
2019
Net sales
External customers$2,103,955 $215,181 $— $2,319,136 
Intersegment sales10,854 10,838 (21,692)— 
Total net sales$2,114,809 $226,019 $(21,692)$2,319,136 
Depreciation and amortization$34,821 $5,828 $1,708 $42,357 
Income (Loss) from operations$153,907 $31,523 $(42,644)$142,786 

Customer Concentration
The Company is subject to a concentration of risk as the five largest customers together accounted for approximately 30%, 21%, and 27% of the Company’s aggregate net sales in 2021, 2020, and 2019, 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.
Product Information
The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and services, and (4) equipment and other (which includes new truck body sales). The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands):
Year ended December 31, 2021Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,354,375 $179 $(181)$1,354,373 75.2%
Used trailers165 2,349 — 2,514 0.1%
Components, parts and services— 131,929 — 131,929 7.3%
Equipment and other278,779 42,709 (7,036)314,452 17.4%
Total net external sales$1,633,319 $177,166 $(7,217)$1,803,268 100.0%
Year ended December 31, 2020Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,087,978 $3,387 $(3,545)$1,087,820 73.4%
Used trailers3,677 4,709 — 8,386 0.6%
Components, parts and services— 123,517 — 123,517 8.3%
Equipment and other223,774 47,861 (9,469)262,166 17.7%
Total net external sales$1,315,429 $179,474 $(13,014)$1,481,889 100.0%

Year ended December 31, 2019Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,661,897 $7,859 $(7,077)$1,662,679 71.6%
Used trailers85 2,394 — 2,479 0.1%
Components, parts and services— 155,104 — 155,104 6.7%
Equipment and other452,827 60,662 (14,615)498,874 21.5%
Total net external sales$2,114,809 $226,019 $(21,692)$2,319,136 100.0%
XML 41 R28.htm IDEA: XBRL DOCUMENT v3.22.0.1
DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT
 12 Months Ended
Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]  
DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT
During the second quarter of 2021, the Company sold its Extract Technology® (“Extract”) business that manufactured 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. Proceeds of the sale, net of transaction costs and cash divested, totaled approximately $20.8 million. Prior to the sale, Extract was an operating unit within the historical DPG reporting segment. A gain on sale of approximately $1.9 million was recognized in connection with the divestiture, and a portion of the net proceeds from the sale were used to pay down outstanding principal under the New Term Loan Credit Agreement as further described in Note 9. The gain 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 $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill, along with net intangible assets of approximately $1.3 million, were included in the carrying value of the disposed assets and the resulting gain recognized in connection with the sale.
During the first quarter of 2021, the Company impaired unused and obsolete property, plant, and equipment assets totaling approximately $0.8 million. The impairment charges are included in Impairment and other, net in the Consolidated Statements of Operations.
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.
XML 42 R29.htm IDEA: XBRL DOCUMENT v3.22.0.1
CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)
 12 Months Ended
Dec. 31, 2021
Quarterly Financial Data [Abstract]  
CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of the unaudited quarterly results of operations for fiscal years 2021, 2020, and 2019 (dollars in thousands, except per share amounts):
First
Quarter		Second
Quarter		Third
Quarter		Fourth
Quarter
2021
Net sales$392,003 $449,422 $482,566 $479,277 
Gross profit$47,166 $55,608 $51,045 $42,648 
Net income (loss)$3,217 $12,252 $11,008 $(25,313)
Basic net income (loss) per share(1)
$0.06 $0.24 $0.22 $(0.51)
Diluted net income (loss) per share(1)
$0.06 $0.24 $0.22 $(0.51)
2020
Net sales$387,074 $339,153 $351,584 $404,078 
Gross profit$36,743 $34,321 $43,194 $45,496 
Net (loss) income$(106,647)$(146)$3,887 $5,494 
Basic net (loss) income per share(1)
$(2.01)$— $0.07 $0.10 
Diluted net (loss) income per share(1)
$(2.01)$— $0.07 $0.10 
2019
Net sales$533,174 $626,053 $580,908 $579,001 
Gross profit$68,690 $87,650 $77,735 $72,307 
Net income$14,780 $30,960 $25,460 $18,375 
Basic net income per share(1)
$0.27 $0.56 $0.47 $0.34 
Diluted net income per share(1)
$0.27 $0.56 $0.46 $0.34 
—————————
(1)Basic and diluted net income (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income (loss) per share may differ from annual net income (loss) per share due to rounding.
XML 43 R30.htm IDEA: XBRL DOCUMENT v3.22.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Basis of Consolidation The consolidated financial statements reflect the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany profits, transactions, and balances have been eliminated in consolidation.
Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation.
Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that directly affect the amounts reported in its consolidated financial statements and accompanying notes. Actual results could differ from these estimates.
Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the time of purchase.
Accounts Receivable Accounts receivable are shown net of expected losses and primarily include trade receivables. The Company records expected losses for customers based upon a variety of factors including the Company’s historical collection experience, the length of time the account has been outstanding and the financial condition of the customer. If the circumstances related to specific customers were to change, the Company’s estimates of expected losses with respect to the collectability of the related accounts could be further adjusted. The Company’s policy is to write-off receivables when they are determined to be uncollectible. Expected losses are charged to Selling and General and administrative expenses in the Consolidated Statements of Operations.
Inventories Inventories are stated at the lower of cost, determined on either the first-in, first-out or average cost method, or net realizable value. The cost of manufactured inventory includes raw material, labor and overhead.
Prepaid Expenses and Other Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales to the manufacturer’s dealers. Assets held for sale are related to property, plant, and equipment assets that are unused, are actively being marketed for sale, and for which sale is expected within the next 12 months. As further described in Note 10, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. Other items primarily consist of contract assets related to contracts for which the Company recognizes revenue on an over time basis and investments held by the Company’s captive insurance subsidiary.
Property, Plant and Equipment Property, plant and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred, while expenditures that extend the useful life of an asset are capitalized. Depreciation is recorded using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives are up to 33 years for buildings and building improvements and range from three to ten years for machinery and equipment.
Goodwill Goodwill represents the excess purchase price over fair value of the net assets acquired. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. The Company reviews goodwill for impairment, at the reporting unit level, annually on October 1 and whenever events or changes in circumstances indicate its carrying value may not be recoverable. In accordance with ASC 350, Intangibles - Goodwill and Other, goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative process.
The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity has an unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test, which is the option the Company has historically chosen.
For reporting units in which the Company performs the quantitative analysis, the Company compares the carrying value, including goodwill, of each reporting unit with its estimated fair value. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is greater than the fair value, the difference is recognized as an impairment loss charged to the reporting unit. After an impairment loss is recognized, the adjusted carrying amount of goodwill shall be its new accounting basis.
As of December 31, 2021, goodwill allocated to the TS and P&S segments was approximately $120.5 million and $67.9 million, respectively. Because of the recency and lack of changes with respect to market conditions and data assumptions used in the quantitative assessment performed in connection with the segment realignment discussed in more detail in Note 5, during the fourth quarter of 2021 the Company completed its annual goodwill impairment test using a qualitative assessment. As part of the qualitative analysis, the Company considered 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 fair value analysis for each reporting unit (performed in connection with the segment realignment).
During the fourth quarters of 2020 and 2019, the Company completed its annual goodwill impairment test using the quantitative assessment.
Except for the impairment charges during the first quarter of 2020, 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.
Long-Lived Assets Long-lived assets, consisting primarily of intangible assets and property, plant and equipment, are reviewed for impairment whenever facts and circumstances indicate that the carrying amount may not be recoverable. Specifically, this process involves comparing an asset’s carrying value to the estimated undiscounted future cash flows the asset is expected to generate over its remaining life. If this process were to result in the conclusion that the carrying value of a long-lived asset would not be recoverable, a write-down of the asset to fair value would be recorded through a charge to operations. Fair value is determined based upon discounted cash flows or appraisals as appropriate.
Other Assets The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over three to seven years.
Warranties The Company offers a limited warranty for its products with a coverage period that ranges between one and five years, except that the coverage period for DuraPlate® trailer panels is ten years. The Company passes through component manufacturers’ warranties to our customers. The Company’s policy is to accrue the estimated cost of warranty coverage at the time of the sale.
Self Insured Liabilities The Company is self-insured up to specified limits for medical and workers’ compensation coverage. The self-insurance reserves have been recorded to reflect the undiscounted estimated liabilities, including claims incurred but not reported, as well as catastrophic claims as appropriate.
Income Taxes The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realize the value of these assets.The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements.
Used Trailer Trade Commitments The Company may accept trade-in of used trailers when a customer enters into a contract to purchase a new trailer. However, in the contracts for the sale of the new trailers, there is no commitment to repurchase that trailer or a similar trailer in the future. The Company had no outstanding trade commitments as of December 31, 2021 and December 31, 2020. 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
New Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. ASU No. 2020-04 is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt this standard when LIBOR is discontinued. The Company is evaluating the impact the new standard will have on our consolidated financial statements and related disclosures but does not anticipate a material impact.
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 applies the practical expedient and treats it as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense. For performance obligations satisfied over time, which include certain equipment-related sales within our Parts & Services 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.
XML 44 R31.htm IDEA: XBRL DOCUMENT v3.22.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Changes in the Allowance for Doubtful Accounts The following table presents the changes in expected losses (in thousands):
Years ended December 31,
202120202019
Balance at beginning of year$536 $670 $665 
Expected losses10 362 282 
Write-offs, net of recoveries(117)(496)(277)
Balance at end of year$429 $536 $670 
Prepaid Expenses and Other Current Assets Prepaid expenses and other as of December 31, 2021 and 2020 consists of the following (in thousands):
December 31,
20212020
Chassis converter pool agreements$18,185 $17,767 
Income tax receivables10,386 18,073 
Insurance premiums & maintenance/subscription agreements3,290 4,384 
Assets held for sale350 1,897 
Commodity swap contracts7,963 13,750 
All other3,621 7,165 
$43,795 $63,036 
Schedule of Product Warranty Liability
The following table presents the changes in the product warranty accrual included in Other accrued liabilities (in thousands):
20212020
Balance as of January 1$20,570 $22,575 
Provision for warranties issued in current year5,061 4,334 
Net adjustment to warranty accrual(170)(228)
Payments(3,416)(6,111)
Balance as of December 31$22,045 $20,570 
Changes in the Self-Insurance Accrual Included in Other Accrued Liabilities
The following table presents the changes in the self-insurance accrual included in Other accrued liabilities (in thousands):
20212020
Balance as of January 1$12,086 $12,934 
Expense33,941 47,612 
Payments(34,875)(48,460)
Balance as of December 31$11,152 $12,086 
XML 45 R32.htm IDEA: XBRL DOCUMENT v3.22.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
For the years ended December 31, 2021, 2020, and 2019, the changes in the carrying amounts of goodwill were as follows (in thousands):
Transportation SolutionsParts & ServicesTotal
Balance at December 31, 2019
   Goodwill$193,488 $119,201 $312,689 
   Accumulated impairment losses— (1,663)(1,663)
Net balance at December 31, 2019193,488 117,538 311,026 
   Goodwill impairments(68,257)(38,480)(106,737)
Impact of divestiture on goodwill(4,685)— (4,685)
   Effects of foreign currency(28)(16)(44)
Balance at December 31, 2020
Goodwill188,775 119,185 307,960 
   Accumulated impairment losses(68,257)(40,143)(108,400)
Net balance as of December 31, 2020120,518 79,042 199,560 
Impact of divestiture on goodwill— (11,101)(11,101)
   Effects of foreign currency (11)(5)(16)
Balance as of December 31, 2021
Goodwill188,764 108,079 296,843 
   Accumulated impairment losses(68,257)(40,143)(108,400)
Net balance as of December 31, 2021$120,507 $67,936 $188,443 
Schedule of Finite-Lived Intangible Assets
As of December 31, 2021, the balances of intangible assets, other than goodwill, were as follows (in thousands):
Weighted Average
Amortization Period		Gross Intangible
Assets		Accumulated
Amortization		Net Intangible
Assets
Trade names and trademarksN/A$— $— $— 
Customer relationships13 years270,016 (157,852)112,164 
Technology12 years11,708 (9,431)2,277 
Total$281,724 $(167,283)$114,441 
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
Trade names and trademarks20 years$51,481 $(19,975)$31,506 
Customer relationships13 years276,973 (145,356)131,617 
Technology12 years12,828 (9,064)3,764 
Total$341,282 $(174,395)$166,887 
XML 46 R33.htm IDEA: XBRL DOCUMENT v3.22.0.1
INVENTORIES (Tables)
 12 Months Ended
Dec. 31, 2021
Inventory Disclosure [Abstract]  
Schedule of Inventory, Current
Inventories, net of reserves, consist of the following (in thousands):
December 31,
20212020
Raw materials and components$174,915 $99,418 
Finished goods42,933 44,695 
Work in progress14,133 11,592 
Used trailers737 1,478 
Aftermarket parts4,903 6,567 
$237,621 $163,750 
XML 47 R34.htm IDEA: XBRL DOCUMENT v3.22.0.1
PROPERTY, PLANT AND EQUIPMENT (Tables)
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment
Property, plant and equipment, net consist of the following (in thousands):
December 31,
20212020
Land$41,098 $38,886 
Buildings and building improvements150,000 149,364 
Machinery and equipment313,744 309,063 
Construction in progress45,505 9,349 
550,347 506,662 
Less: accumulated depreciation(317,922)(296,986)
$232,425 $209,676 
XML 48 R35.htm IDEA: XBRL DOCUMENT v3.22.0.1
OTHER ACCRUED LIABILITIES (Tables)
 12 Months Ended
Dec. 31, 2021
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities
The following table presents the major components of Other accrued liabilities (in thousands):
December 31,
20212020
Customer deposits$17,646 $37,792 
Chassis converter pool agreements18,185 17,767 
Warranty22,045 20,570 
Payroll and related taxes15,679 16,163 
Self-insurance11,152 12,086 
Accrued interest4,288 4,368 
Operating lease obligations3,507 4,117 
Accrued taxes8,425 4,790 
All other14,389 13,327 
$115,316 $130,980 
XML 49 R36.htm IDEA: XBRL DOCUMENT v3.22.0.1
LONG-TERM DEBT (Tables)
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Long-Term Debt
Long-term debt consists of the following (in thousands):
December 31, 2021December 31, 2020
Senior Notes due 2028$400,000 $— 
Senior Notes due 2025— 315,000 
New Term Loan Credit Agreement— 138,835 
Revolving Credit Agreement33,035 — 
433,035 453,835 
Less: unamortized discount and fees(4,720)(5,856)
Less: current portion— — 
$428,315 $447,979 
XML 50 R37.htm IDEA: XBRL DOCUMENT v3.22.0.1
FINANCIAL DERIVATIVE INSTRUMENTS (Tables)
 12 Months Ended
Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value
As of December 31, 2021 and 2020, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):
Asset / (Liability) Derivatives
Balance Sheet CaptionDecember 31, 2021December 31, 2020
Derivatives designated as hedging instruments
Commodity swap contractsPrepaid expenses and other$7,963 $13,750 
Commodity swap contractsAccounts payable and Other accrued liabilities(5,121)(366)
Total derivatives designated as hedging instruments$2,842 $13,384 
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)
The following table summarizes the gain or loss recognized in AOCI as of December 31, 2021 and 2020 and the amounts reclassified from AOCI into earnings for the years ended December 31, 2021, 2020, and 2019 (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, 2021December 31, 2020202120202019
Derivatives instruments
Commodity swap contracts$2,848 $9,815 Cost of sales$54,937 $(7,778)$(2,297)
XML 51 R38.htm IDEA: XBRL DOCUMENT v3.22.0.1
LEASES (Tables)
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Assets and Liabilities, Lessee
Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):
ClassificationDecember 31, 2021December 31, 2020
Right-of-Use Assets
OperatingOther assets$11,379 $10,842 
FinanceProperty, plant and equipment, net2,658 2,802 
Total leased ROU assets$14,037 $13,644 
Liabilities
Current
OperatingOther accrued liabilities$3,507 $4,117 
FinanceCurrent portion of finance lease obligations59 348 
Noncurrent
OperatingNon-current liabilities7,872 6,967 
FinanceFinance lease obligations— 30 
Total lease liabilities$11,438 $11,462 
Lease, Cost
Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):
ClassificationTwelve Months Ended December 31, 2021Twelve Months Ended December 31, 2020
Operating lease costCost of sales, selling expenses, and general and administrative expense$5,031 $5,116 
Finance lease cost
Amortization of ROU leased assetsDepreciation and amortization within Cost of sales144 144 
Interest on lease liabilitiesInterest expense55 53 
Net lease cost$5,230 $5,313 
Remaining lease term and discount rates are as follows:
December 31, 2021December 31, 2020
Weighted average remaining lease term (years)
Operating leases4.33.6
Finance leases0.11.1
Weighted average discount rate
Operating leases5.12 %5.07 %
Finance leases6.16 %6.16 %
Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):
Twelve Months Ended December 31, 2021Twelve Months Ended December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$4,847 $5,091 
Operating cash flows from finance leases$13 $34 
Financing cash flows from finance leases$319 $327 
Operating Lease, Liability, Maturity
Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):
Operating LeasesFinance LeasesTotal
2022$3,992 $59 $4,051 
20233,196 — 3,196 
20242,081 — 2,081 
20251,369 — 1,369 
2026890 — 890 
Thereafter1,152 — 1,152 
Total lease payments$12,680 $59 $12,739 
Less: interest1,301 — 
Present value of lease payments$11,379 $59 
Finance Lease, Liability, Maturity
Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):
Operating LeasesFinance LeasesTotal
2022$3,992 $59 $4,051 
20233,196 — 3,196 
20242,081 — 2,081 
20251,369 — 1,369 
2026890 — 890 
Thereafter1,152 — 1,152 
Total lease payments$12,680 $59 $12,739 
Less: interest1,301 — 
Present value of lease payments$11,379 $59 
XML 52 R39.htm IDEA: XBRL DOCUMENT v3.22.0.1
FAIR VALUE MEASUREMENTS (Tables)
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Fair Value, Assets and Liabilities Measured on Recurring Basis
Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020 are shown below (in thousands):
FrequencyAsset / (Liability)Quoted Prices in Active Markets for Identical Assets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
December 31, 2021
Commodity swap contractsRecurring$2,842 $— $2,842 $— 
Mutual fundsRecurring$6,183 $6,183 $— $— 
Life-insurance contractsRecurring$18,670 $— $18,670 $— 
December 31, 2020
Commodity swap contractsRecurring$13,384 $— $13,384 $— 
Mutual fundsRecurring$5,331 $5,331 $— $— 
Life-insurance contractsRecurring$16,930 $— $16,930 $— 
Fair Value, Liabilities Measured on Recurring Basis
The Company’s carrying and estimated fair value of debt at December 31, 2021 and December 31, 2020 were as follows (in thousands):
December 31, 2021December 31, 2020
Fair ValueFair Value
Carrying
Value		Level 1Level 2Level 3Carrying
Value		Level 1Level 2Level 3
Instrument
Senior Notes due 2028$395,280 $— $399,727 $— $— $— $— $— 
Senior Notes due 2025— — — — 311,357 — 319,140 — 
New Term Loan Credit Agreement— — — — 136,622 — 136,280 — 
Revolving Credit Agreement33,035 — 33,035 — — — — — 
$428,315 $— $432,762 $— $447,979 $— $455,420 $— 
XML 53 R40.htm IDEA: XBRL DOCUMENT v3.22.0.1
NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables)
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
Year Ended December 31,
202120202019
Basic net income (loss) per share:
Net income (loss) applicable to common stockholders$1,164 $(97,412)$89,575 
Weighted average common shares outstanding50,684 52,945 54,695 
Basic net income (loss) per share$0.02 $(1.84)$1.64 
Diluted net income (loss) per share:
Net income (loss) applicable to common stockholders$1,164 $(97,412)$89,575 
Weighted average common shares outstanding50,684 52,945 54,695 
Dilutive stock options and restricted stock924 — 595 
Diluted weighted average common shares outstanding51,608 52,945 55,290 
Diluted net income (loss) per share$0.02 $(1.84)$1.62 
XML 54 R41.htm IDEA: XBRL DOCUMENT v3.22.0.1
STOCK-BASED COMPENSATION (Tables)
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement, Noncash Expense [Abstract]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
A summary of all restricted stock activity during 2021 is as follows:
Number of
Shares		Weighted
Average
Grant Date
Fair Value
Restricted Stock Outstanding at December 31, 20201,832,379 $16.06 
Granted582,081 17.45 
Vested(296,946)18.01 
Forfeited(336,438)22.18 
Restricted Stock Outstanding at December 31, 20211,781,076 $15.03 
Schedule of Share-based Compensation, Stock Options, Activity
A summary of all stock option activity during 2021 is as follows:
Number of OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeAggregate
Intrinsic Value
($ in millions)
Options Outstanding at December 31, 2020414,080 $11.60 2.2$2.3 
Exercised(200,782)$11.09 $1.3 
Forfeited— $— 
Expired(13,587)$10.21 
Options Outstanding at December 31, 2021199,711 $12.20 2.1$1.5 
Options Exercisable at December 31, 2021154,533 $11.82 2.0$1.2 
XML 55 R42.htm IDEA: XBRL DOCUMENT v3.22.0.1
STOCKHOLDERS' EQUITY (Tables)
 12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss)
Changes in AOCI by component, net of tax, for the years ended December 31, 2021, 2020, and 2019 are summarized as follows (in thousands):
Foreign Currency TranslationDerivative InstrumentsTotal
Balances at December 31, 2018$(2,578)$(765)$(3,343)
Net unrealized gains (losses) arising during the period(a)
712 (3,059)(2,347)
Less: Net realized gains (losses) reclassified to net income(b)
— (1,712)(1,712)
Net change during the period712 (1,347)(635)
Balances at December 31, 2019(1,866)(2,112)(3,978)
Net unrealized gains (losses) arising during the period(c)
(316)6,111 5,795 
Less: Net realized gains (losses) reclassified to net loss(d)
— (5,816)(5,816)
Net change during the period(316)11,927 11,611 
Balances at December 31, 2020(2,182)9,815 7,633 
Net unrealized gains (losses) arising during the period(e)
193 34,127 34,320 
Less: Net realized gains (losses) reclassified to net income(f)
— 41,094 41,094 
Net change during the period193 (6,967)(6,774)
Balances at December 31, 2021$(1,989)$2,848 $859 
—————————
(a) Derivative instruments net of $1.0 million of tax benefit for the year ended December 31, 2019.
(b) Derivative instruments net of $0.6 million of tax benefit for the year ended December 31, 2019.
(c) Derivative instruments net of $2.1 million of tax expense for the year ended December 31, 2020.
(d) Derivative instruments net of $2.0 million of tax benefit for the year ended December 31, 2020.
(e) Derivative instruments net of $11.5 million of tax expense for the year ended December 31, 2021.
(f) Derivative instruments net of $13.8 million of tax expense for the year ended December 31, 2021.
XML 56 R43.htm IDEA: XBRL DOCUMENT v3.22.0.1
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
The consolidated income (loss) before income taxes for 2021, 2020, and 2019 consists of the following (in thousands):
Years Ended December 31,
 202120202019
Domestic$5,426 $(110,049)$116,886 
Foreign(4,136)835 845 
Total income (loss) before income taxes$1,290 $(109,214)$117,731 
Schedule of Components of Income Tax Expense (Benefit)
The consolidated income tax expense (benefit) for 2021, 2020, and 2019 consists of the following components (in thousands):
Years Ended December 31,
 202120202019
Current   
Federal$8,449 $(15,190)$18,167 
State(1,098)(2,072)6,233 
Foreign922 444 336 
 8,273 (16,818)24,736 
Deferred
Federal(9,423)7,918 2,760 
State1,310 (2,959)620 
Foreign(34)57 40 
 (8,147)5,016 3,420 
Total consolidated expense (benefit)$126 $(11,802)$28,156 
Schedule of Effective Income Tax Rate Reconciliation
The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands):
Years Ended December 31,
 202120202019
Pretax book income (loss)$1,290 $(109,214)$117,731 
Federal tax expense (benefit) at applicable statutory rate271 (22,935)24,723 
State and local income taxes (net of federal benefit)212 (4,948)5,513 
Rate differential— (5,004)— 
Impairment and divestiture870 20,111 — 
Tax credits(2,065)— (3,301)
Nondeductible officer compensation390 490 — 
Compensation expense964 1,070 1,317 
Other(516)(586)(96)
Total income tax expense (benefit)$126 $(11,802)$28,156 
Schedule of Deferred Tax Assets and Liabilities
The components of deferred tax assets and deferred tax liabilities as of December 31, 2021 and 2020 were as follows (in thousands):
December 31,
 20212020
Deferred tax assets  
Tax credits and loss carryforwards$800 $2,518 
Accrued liabilities5,764 6,415 
Incentive compensation8,012 9,202 
Other6,098 328 
 20,674 18,463 
Deferred tax liabilities
Property, plant and equipment(22,344)(22,355)
Intangibles(28,748)(40,043)
Other(4,364)(1,822)
 (55,456)(64,220)
Net deferred tax liability before valuation allowances and reserves(34,782)(45,757)
Valuation allowances(1,237)(1,020)
Net deferred tax liability$(36,019)$(46,777)
Schedule of Unrecognized Tax Benefits Roll Forward
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, 2021 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, 2020$1,422 
Increase in prior year tax positions84 
Balance at December 31, 20201,506 
Increase in prior year tax positions8 
Balance at December 31, 2021$1,514 
XML 57 R44.htm IDEA: XBRL DOCUMENT v3.22.0.1
SEGMENTS (Tables)
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Reportable Segment Information
Reportable segment information is as follows (in thousands):
Transportation SolutionsParts & ServicesCorporate and
Eliminations		Consolidated
2021
Net sales
External customers$1,628,694 $174,574 $— $1,803,268 
Intersegment sales4,625 2,592 (7,217)— 
Total net sales$1,633,319 $177,166 $(7,217)$1,803,268 
Depreciation and amortization$41,819 $4,781 $2,242 $48,842 
Income (Loss) from operations$61,869 $20,201 $(48,528)$33,542 
2020
Net sales
External customers$1,308,935 $172,954 $— $1,481,889 
Intersegment sales6,494 6,520 (13,014)— 
Total net sales$1,315,429 $179,474 $(13,014)$1,481,889 
Depreciation and amortization$40,236 $5,512 $2,222 $47,970 
Loss from operations$(29,702)$(12,658)$(43,248)$(85,608)
2019
Net sales
External customers$2,103,955 $215,181 $— $2,319,136 
Intersegment sales10,854 10,838 (21,692)— 
Total net sales$2,114,809 $226,019 $(21,692)$2,319,136 
Depreciation and amortization$34,821 $5,828 $1,708 $42,357 
Income (Loss) from operations$153,907 $31,523 $(42,644)$142,786 
Major Product Categories and Percentage of Consolidated Net Sales The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands):
Year ended December 31, 2021Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,354,375 $179 $(181)$1,354,373 75.2%
Used trailers165 2,349 — 2,514 0.1%
Components, parts and services— 131,929 — 131,929 7.3%
Equipment and other278,779 42,709 (7,036)314,452 17.4%
Total net external sales$1,633,319 $177,166 $(7,217)$1,803,268 100.0%
Year ended December 31, 2020Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,087,978 $3,387 $(3,545)$1,087,820 73.4%
Used trailers3,677 4,709 — 8,386 0.6%
Components, parts and services— 123,517 — 123,517 8.3%
Equipment and other223,774 47,861 (9,469)262,166 17.7%
Total net external sales$1,315,429 $179,474 $(13,014)$1,481,889 100.0%

Year ended December 31, 2019Transportation SolutionsParts & ServicesEliminationsConsolidated
New trailers$1,661,897 $7,859 $(7,077)$1,662,679 71.6%
Used trailers85 2,394 — 2,479 0.1%
Components, parts and services— 155,104 — 155,104 6.7%
Equipment and other452,827 60,662 (14,615)498,874 21.5%
Total net external sales$2,114,809 $226,019 $(21,692)$2,319,136 100.0%
XML 58 R45.htm IDEA: XBRL DOCUMENT v3.22.0.1
CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)
 12 Months Ended
Dec. 31, 2021
Quarterly Financial Data [Abstract]  
Schedule of Quarterly Financial Information
The following is a summary of the unaudited quarterly results of operations for fiscal years 2021, 2020, and 2019 (dollars in thousands, except per share amounts):
First
Quarter		Second
Quarter		Third
Quarter		Fourth
Quarter
2021
Net sales$392,003 $449,422 $482,566 $479,277 
Gross profit$47,166 $55,608 $51,045 $42,648 
Net income (loss)$3,217 $12,252 $11,008 $(25,313)
Basic net income (loss) per share(1)
$0.06 $0.24 $0.22 $(0.51)
Diluted net income (loss) per share(1)
$0.06 $0.24 $0.22 $(0.51)
2020
Net sales$387,074 $339,153 $351,584 $404,078 
Gross profit$36,743 $34,321 $43,194 $45,496 
Net (loss) income$(106,647)$(146)$3,887 $5,494 
Basic net (loss) income per share(1)
$(2.01)$— $0.07 $0.10 
Diluted net (loss) income per share(1)
$(2.01)$— $0.07 $0.10 
2019
Net sales$533,174 $626,053 $580,908 $579,001 
Gross profit$68,690 $87,650 $77,735 $72,307 
Net income$14,780 $30,960 $25,460 $18,375 
Basic net income per share(1)
$0.27 $0.56 $0.47 $0.34 
Diluted net income per share(1)
$0.27 $0.56 $0.46 $0.34 
—————————
(1)Basic and diluted net income (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income (loss) per share may differ from annual net income (loss) per share due to rounding.
XML 59 R46.htm IDEA: XBRL DOCUMENT v3.22.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Balance at beginning of year $ 536 $ 670 $ 665
Expected losses 10 362 282
Write-offs, net of recoveries (117) (496) (277)
Balance at end of year $ 429 $ 536 $ 670
XML 60 R47.htm IDEA: XBRL DOCUMENT v3.22.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Prepaid Expenses and Other (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Accounting Policies [Abstract]    
Chassis converter pool agreements $ 18,185 $ 17,767
Income tax receivables 10,386 18,073
Insurance premiums & maintenance/subscription agreements 3,290 4,384
Assets held for sale 350 1,897
Commodity swap contracts 7,963 13,750
All other 3,621 7,165
Prepaid expenses and other $ 43,795 $ 63,036
XML 61 R48.htm IDEA: XBRL DOCUMENT v3.22.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2021
Jun. 30, 2021
Mar. 31, 2021
Dec. 31, 2020
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]              
Restricted cash $ 0     $ 0 $ 0 $ 0  
Goodwill 188,443,000     199,560,000 188,443,000 199,560,000 $ 311,026,000
Asset impairment     $ 800,000   29,163,000 107,114,000 0
Capitalized computer software, net 4,200,000     6,100,000 4,200,000 6,100,000  
Capitalized computer software, amortization         1,700,000 2,000,000 1,700,000
Research and development expense         13,600,000 21,900,000 19,500,000
Trade names and trademarks              
Property, Plant and Equipment [Line Items]              
Asset impairment 28,300,000            
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Beall Tank Trailers              
Property, Plant and Equipment [Line Items]              
Impairment of intangible assets       1,100,000      
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Extract Technology              
Property, Plant and Equipment [Line Items]              
Impairment of intangible assets   $ 1,300,000          
Transportation Solutions              
Property, Plant and Equipment [Line Items]              
Goodwill 120,507,000     120,518,000 120,507,000 120,518,000 $ 193,488,000
Transportation Solutions | Trade names and trademarks              
Property, Plant and Equipment [Line Items]              
Asset impairment 25,600,000            
Parts & Services              
Property, Plant and Equipment [Line Items]              
Goodwill 67,900,000       $ 67,900,000    
Parts & Services | Trade names and trademarks              
Property, Plant and Equipment [Line Items]              
Asset impairment 2,700,000            
Buildings and building improvements              
Property, Plant and Equipment [Line Items]              
Property, plant and equipment, estimated useful lives         33 years    
Used trailers              
Property, Plant and Equipment [Line Items]              
Accounts payable, trade $ 0     $ 0 $ 0 $ 0  
Minimum              
Property, Plant and Equipment [Line Items]              
Capitalized computer software, amortization period         3 years    
Standard product warranty, coverage period         1 year    
Minimum | Machinery and equipment              
Property, Plant and Equipment [Line Items]              
Property, plant and equipment, estimated useful lives         three    
Maximum              
Property, Plant and Equipment [Line Items]              
Capitalized computer software, amortization period         7 years    
Standard product warranty, coverage period         5 years    
Maximum | Machinery and equipment              
Property, Plant and Equipment [Line Items]              
Property, plant and equipment, estimated useful lives         ten years    
DuraPlate Trailer Panels              
Property, Plant and Equipment [Line Items]              
Standard product warranty, coverage period         10 years    
XML 62 R49.htm IDEA: XBRL DOCUMENT v3.22.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranty Accrual Included in Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]    
Balance as of January 1 $ 20,570 $ 22,575
Provision for warranties issued in current year 5,061 4,334
Net adjustment to warranty accrual (170) (228)
Payments (3,416) (6,111)
Balance as of December 31 $ 22,045 $ 20,570
XML 63 R50.htm IDEA: XBRL DOCUMENT v3.22.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Self-Insurance Accrual Included In Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Self Insurance Reserve [Roll Forward]    
Balance as of January 1 $ 12,086 $ 12,934
Expense 33,941 47,612
Payments (34,875) (48,460)
Balance as of December 31 $ 11,152 $ 12,086
XML 64 R51.htm IDEA: XBRL DOCUMENT v3.22.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details)
$ in Thousands
 3 Months Ended 4 Months Ended 12 Months Ended
Aug. 31, 2021
segment
Dec. 31, 2021
USD ($)
Jun. 30, 2021
USD ($)
Mar. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Mar. 31, 2020
USD ($)
Dec. 31, 2021
USD ($)
segment
Dec. 31, 2021
USD ($)
segment
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Goodwill [Line Items]                    
Number of operating segments | segment             2 2    
Number of reportable segments | segment 3           2 2    
Goodwill   $ 188,443     $ 199,560   $ 188,443 $ 188,443 $ 199,560 $ 311,026
Goodwill impairments               11,101 4,685  
Goodwill, impairment loss                 106,737  
Impairment       $ 800       29,163 107,114 0
Amortization of intangibles               22,858 21,981 20,471
2022   14,900         14,900 14,900    
2023   12,500         12,500 12,500    
2024   12,300         12,300 12,300    
2025   11,400         11,400 11,400    
2026   10,700         10,700 10,700    
Trade names and trademarks                    
Goodwill [Line Items]                    
Impairment   28,300                
Beall Tank Trailers | Disposal Group, Disposed of by Sale, Not Discontinued Operations                    
Goodwill [Line Items]                    
Goodwill impairments         4,700          
Impairment of intangible assets         1,100          
Extract Technology                    
Goodwill [Line Items]                    
Goodwill impairments     $ 11,100              
Extract Technology | Disposal Group, Disposed of by Sale, Not Discontinued Operations                    
Goodwill [Line Items]                    
Impairment of intangible assets     1,300              
Final Mile Products Segment                    
Goodwill [Line Items]                    
Goodwill, impairment loss           $ 95,800        
Tank Trailers Reporting Unit                    
Goodwill [Line Items]                    
Goodwill, impairment loss           $ 11,000        
Transportation Solutions                    
Goodwill [Line Items]                    
Goodwill   120,507     $ 120,518   120,507 120,507 120,518 $ 193,488
Goodwill impairments               0 4,685  
Goodwill, impairment loss                 $ 68,257  
Transportation Solutions | Trade names and trademarks                    
Goodwill [Line Items]                    
Impairment   25,600                
Parts & Services                    
Goodwill [Line Items]                    
Goodwill   67,900         $ 67,900 $ 67,900    
Parts & Services | Trade names and trademarks                    
Goodwill [Line Items]                    
Impairment   $ 2,700                
Parts & Services | Extract Technology                    
Goodwill [Line Items]                    
Goodwill impairments     $ (11,100)              
XML 65 R52.htm IDEA: XBRL DOCUMENT v3.22.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in the Carrying Amounts of Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Goodwill [Roll Forward]    
Goodwill, gross at beginning of period $ 307,960 $ 312,689
Accumulated impairment losses at beginning of period (108,400) (1,663)
Goodwill at beginning of period 199,560 311,026
Goodwill impairments   (106,737)
Impact of divestiture on goodwill (11,101) (4,685)
Effects of foreign currency (16) (44)
Goodwill, gross at end of period 296,843 307,960
Accumulated impairment losses at end of period (108,400) (108,400)
Goodwill at end of period 188,443 199,560
Transportation Solutions    
Goodwill [Roll Forward]    
Goodwill, gross at beginning of period 188,775 193,488
Accumulated impairment losses at beginning of period (68,257) 0
Goodwill at beginning of period 120,518 193,488
Goodwill impairments   (68,257)
Impact of divestiture on goodwill 0 (4,685)
Effects of foreign currency (11) (28)
Goodwill, gross at end of period 188,764 188,775
Accumulated impairment losses at end of period (68,257) (68,257)
Goodwill at end of period 120,507 120,518
Components, parts and services    
Goodwill [Roll Forward]    
Goodwill, gross at beginning of period 119,185 119,201
Accumulated impairment losses at beginning of period (40,143) (1,663)
Goodwill at beginning of period 79,042 117,538
Goodwill impairments   (38,480)
Impact of divestiture on goodwill (11,101) 0
Effects of foreign currency (5) (16)
Goodwill, gross at end of period 108,079 119,185
Accumulated impairment losses at end of period (40,143) (40,143)
Goodwill at end of period $ 67,936 $ 79,042
XML 66 R53.htm IDEA: XBRL DOCUMENT v3.22.0.1
GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]    
Gross Intangible Assets $ 281,724 $ 341,282
Accumulated Amortization (167,283) (174,395)
Net Intangible Assets 114,441 $ 166,887
Trade names and trademarks    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period   20 years
Gross Intangible Assets 0 $ 51,481
Accumulated Amortization 0 (19,975)
Net Intangible Assets $ 0 $ 31,506
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period 13 years 13 years
Gross Intangible Assets $ 270,016 $ 276,973
Accumulated Amortization (157,852) (145,356)
Net Intangible Assets $ 112,164 $ 131,617
Technology    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period 12 years 12 years
Gross Intangible Assets $ 11,708 $ 12,828
Accumulated Amortization (9,431) (9,064)
Net Intangible Assets $ 2,277 $ 3,764
XML 67 R54.htm IDEA: XBRL DOCUMENT v3.22.0.1
INVENTORIES - Schedule of Inventories (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Inventory Disclosure [Abstract]    
Raw materials and components $ 174,915 $ 99,418
Finished goods 42,933 44,695
Work in progress 14,133 11,592
Used trailers 737 1,478
Aftermarket parts 4,903 6,567
Inventories $ 237,621 $ 163,750
XML 68 R55.htm IDEA: XBRL DOCUMENT v3.22.0.1
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Abstract]      
Depreciation expense $ 24,300 $ 24,000 $ 20,200
Finance lease, right-of-use asset, net of accumulated amortization 2,658 2,802  
Finance lease, right-of-use asset, accumulated amortization $ 2,000 $ 1,800  
XML 69 R56.htm IDEA: XBRL DOCUMENT v3.22.0.1
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 550,347 $ 506,662
Less: accumulated depreciation (317,922) (296,986)
Property, plant, and equipment, net 232,425 209,676
Land    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 41,098 38,886
Buildings and building improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 150,000 149,364
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 313,744 309,063
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 45,505 $ 9,349
XML 70 R57.htm IDEA: XBRL DOCUMENT v3.22.0.1
OTHER ACCRUED LIABILITIES - Major Components of Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Payables and Accruals [Abstract]      
Customer deposits $ 17,646 $ 37,792  
Chassis converter pool agreements 18,185 17,767  
Warranty 22,045 20,570 $ 22,575
Payroll and related taxes 15,679 16,163  
Self-insurance 11,152 12,086 $ 12,934
Accrued interest 4,288 4,368  
Operating lease obligations 3,507 4,117  
Accrued taxes 8,425 4,790  
All other 14,389 13,327  
Other accrued liabilities $ 115,316 $ 130,980  
XML 71 R58.htm IDEA: XBRL DOCUMENT v3.22.0.1
LONG-TERM DEBT - Components of Long Term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Debt Instrument [Line Items]    
Long-term debt $ 433,035 $ 453,835
Less: unamortized discount and fees (4,720) (5,856)
Less: current portion 0 0
Long-term debt 428,315 447,979
Senior Notes | Senior Notes due 2028    
Debt Instrument [Line Items]    
Long-term debt 400,000 0
Senior Notes | Senior Notes due 2025    
Debt Instrument [Line Items]    
Long-term debt 0 315,000
New Term Loan Credit Agreement    
Debt Instrument [Line Items]    
Long-term debt 0 138,835
Revolving Credit Agreement    
Debt Instrument [Line Items]    
Long-term debt $ 33,035 $ 0
XML 72 R59.htm IDEA: XBRL DOCUMENT v3.22.0.1
LONG-TERM DEBT - Senior Notes Due 2028 (Details) - USD ($)
 3 Months Ended 12 Months Ended
Oct. 06, 2021
Dec. 31, 2021
Jun. 30, 2021
Mar. 31, 2020
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Sep. 28, 2021
Sep. 26, 2017
Debt Instrument [Line Items]                  
Principal payments under term loan credit facility         $ 138,835,000 $ 146,393,000 $ 50,470,000    
Loss on debt extinguishment     $ 500,000   9,504,000 396,000 165,000    
Interest expense         23,128,000 24,194,000 27,340,000    
Revolving Credit Agreement                  
Debt Instrument [Line Items]                  
Proceeds from issuance of long-term debt       $ 45,000,000          
Line of credit facility, increase in borrowing capacity               $ 50,000,000  
Loss on debt extinguishment           200,000      
Interest expense         $ 600,000 200,000 0    
Senior Notes due 2025                  
Debt Instrument [Line Items]                  
Loss on debt extinguishment   $ 9,100,000              
Senior Notes | Senior Notes due 2025                  
Debt Instrument [Line Items]                  
Debt instrument, face amount                 $ 325,000,000
Notes issued, interest rate                 5.50%
Debt instrument, redemption price, percentage         101.00%        
Interest expense         $ 13,800,000 $ 18,600,000 $ 18,500,000    
Senior Notes | Senior Notes due 2025 | Debt Instrument, Redemption, Period One                  
Debt Instrument [Line Items]                  
Debt instrument, redemption price, percentage         100.00%        
Senior Notes | Senior Notes due 2025 | Debt Instrument, Redemption, Period Two                  
Debt Instrument [Line Items]                  
Debt instrument, redemption price, percentage         102.75%        
Senior Notes | Senior Notes due 2025 | Debt Instrument, Redemption, Period Three                  
Debt Instrument [Line Items]                  
Debt instrument, redemption price, percentage         101.375%        
Senior Notes | Senior Notes due 2025 | Debt Instrument, Redemption, Period Four                  
Debt Instrument [Line Items]                  
Debt instrument, redemption price, percentage         100.00%        
Senior Notes | Senior Notes due 2028                  
Debt Instrument [Line Items]                  
Debt instrument, face amount $ 400,000,000                
Notes issued, interest rate 4.50%                
Debt instrument, redemption price, percentage 100.00%                
Debt instrument, redemption price, percentage of principal amount remaining 60.00%                
Proceeds from issuance of long-term debt $ 395,000,000                
Interest expense         $ 4,300,000        
Accretion expense         $ 100,000        
Senior Notes | Senior Notes due 2028 | Debt Instrument, Redemption, Period One                  
Debt Instrument [Line Items]                  
Debt instrument, redemption price, percentage 104.50%                
Debt instrument, redemption price, percentage of principal amount redeemed 40.00%                
Senior Notes | Senior Notes due 2028 | Debt Instrument, Redemption, Period Two                  
Debt Instrument [Line Items]                  
Debt instrument, redemption price, percentage 102.25%                
Senior Notes | Senior Notes due 2028 | Debt Instrument, Redemption, Period Three                  
Debt Instrument [Line Items]                  
Debt instrument, redemption price, percentage 101.125%                
Senior Notes | Senior Notes due 2028 | Debt Instrument, Redemption, Period Four                  
Debt Instrument [Line Items]                  
Debt instrument, redemption price, percentage 100.00%                
Senior Notes | Senior Notes due 2028 | Debt Instrument, Redemption, Period Five                  
Debt Instrument [Line Items]                  
Debt instrument, redemption price, percentage 101.00%                
Notes Payable, Other Payables | Senior Notes due 2028                  
Debt Instrument [Line Items]                  
Principal payments under term loan credit facility $ 108,800,000                
XML 73 R60.htm IDEA: XBRL DOCUMENT v3.22.0.1
LONG-TERM DEBT - Senior Notes Due 2025 (Details) - USD ($)
 3 Months Ended 12 Months Ended
Sep. 26, 2017
Sep. 30, 2020
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Debt Instrument [Line Items]          
Borrowings under new senior notes     $ 400,000,000 $ 0 $ 0
Interest expense     $ 23,128,000 24,194,000 27,340,000
Senior Notes | Senior Notes due 2025          
Debt Instrument [Line Items]          
Debt instrument, face amount $ 325,000,000        
Notes issued, interest rate 5.50%        
Borrowings under new senior notes $ 318,900,000        
Debt instrument, redemption price, percentage     101.00%    
Debt instrument, redemption price, percentage of principal amount outstanding     60.00%    
Interest expense     $ 13,800,000 $ 18,600,000 $ 18,500,000
Repayments of long-term debt   $ 10,000,000      
Senior Notes | Prior to October 1, 2020 | Senior Notes due 2025          
Debt Instrument [Line Items]          
Debt instrument, redemption price, percentage     100.00%    
Debt instrument, redemption price, percentage of principal amount redeemed, threshold     40.00%    
Debt instrument, redemption price, percentage for first threshold     105.50%    
Senior Notes | Twelve-month period beginning October 1, 2020 | Senior Notes due 2025          
Debt Instrument [Line Items]          
Debt instrument, redemption price, percentage     102.75%    
Senior Notes | Twelve-month period beginning October 1, 2021 | Senior Notes due 2025          
Debt Instrument [Line Items]          
Debt instrument, redemption price, percentage     101.375%    
Senior Notes | Twelve-month period beginning on October 1, 2022 | Senior Notes due 2025          
Debt Instrument [Line Items]          
Debt instrument, redemption price, percentage     100.00%    
XML 74 R61.htm IDEA: XBRL DOCUMENT v3.22.0.1
LONG-TERM DEBT - Revolving Credit Agreement Narrative (Details)
 3 Months Ended 12 Months Ended
Dec. 21, 2018
USD ($)
Dec. 31, 2021
USD ($)
Mar. 31, 2020
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Sep. 28, 2021
USD ($)
Sep. 27, 2021
USD ($)
Jun. 30, 2020
USD ($)
Debt Instrument [Line Items]                  
Repayments of lines of credit       $ 17,788,000 $ 45,794,000 $ 619,000      
Interest expense       23,128,000 24,194,000 27,340,000      
Revolving Credit Agreement                  
Debt Instrument [Line Items]                  
Line of credit facility accordion feature increase amount   $ 50,000,000   50,000,000     $ 50,000,000    
Maximum borrowing capacity             $ 225,000,000 $ 175,000,000  
Line of credit facility accordion feature increase limit   275,000,000   275,000,000          
Line of credit facility, unused capacity, commitment fee percentage 0.20%                
Fixed charge coverage ratio minimum 1.0                
Line of credit facility, excess availability, commitment percentage 10.00%                
Debt instrument, covenant period 30 days                
Liquidity position to meet future obligations, amount   258,000,000   258,000,000 384,000,000        
Long-term line of credit   50,000,000   50,000,000          
Repayments of lines of credit   17,000,000              
Long-term debt   $ 33,000,000   33,000,000 0       $ 45,000,000
Proceeds from issuance of long-term debt     $ 45,000,000            
Interest expense       $ 600,000 $ 200,000 $ 0      
Revolving Credit Agreement | Maximum                  
Debt Instrument [Line Items]                  
Line of credit facility, excess availability applied to principal, commitment percentage 15.00%                
Revolving Credit Agreement | London Interbank Offered Rate (LIBOR) | Minimum                  
Debt Instrument [Line Items]                  
Debt instrument, basis spread on variable rate 1.25%                
Revolving Credit Agreement | London Interbank Offered Rate (LIBOR) | Maximum                  
Debt Instrument [Line Items]                  
Debt instrument, basis spread on variable rate 1.75%                
Revolving Credit Agreement | Base Rate | Minimum                  
Debt Instrument [Line Items]                  
Debt instrument, basis spread on variable rate 0.25%                
Revolving Credit Agreement | Base Rate | Maximum                  
Debt Instrument [Line Items]                  
Debt instrument, basis spread on variable rate 0.75%                
Letter of Credit | Revolving Credit Agreement                  
Debt Instrument [Line Items]                  
Maximum borrowing capacity $ 15,000,000                
Bridge Loan | Revolving Credit Agreement                  
Debt Instrument [Line Items]                  
Maximum borrowing capacity $ 17,500,000                
XML 75 R62.htm IDEA: XBRL DOCUMENT v3.22.0.1
LONG-TERM DEBT - New and Old Term Loan Credit Agreement Narrative (Details) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Sep. 28, 2020
Sep. 30, 2021
Jun. 30, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Debt Instrument [Line Items]            
Loss on debt extinguishment     $ 500,000 $ 9,504,000 $ 396,000 $ 165,000
Interest paid       22,040,000 23,411,000 26,234,000
Principal payments under term loan credit facility       138,835,000 146,393,000 50,470,000
New Term Loan Credit Agreement            
Debt Instrument [Line Items]            
Repayments of long-term debt     $ 30,000,000      
Notes Payable, Other Payables | New Term Loan Credit Agreement            
Debt Instrument [Line Items]            
Debt instrument, face amount $ 150,000,000          
Percentage of tranche loan amount on equal quarterly installments 0.25%          
Debt instrument, LIBOR floor rate 0.75%          
Loss on debt extinguishment   $ 200,000        
Proceeds from issuance of long-term debt   148,500,000        
Payment of principal   $ 135,200,000        
Term Loan Credit Agreement | Senior Secured Credit Facility            
Debt Instrument [Line Items]            
Long-term line of credit       108,800,000 138,800,000  
Loss on debt extinguishment           200,000
Interest paid       3,900,000 4,800,000 7,800,000
Amortization of debt issuance costs and discounts       200,000 200,000 200,000
Principal payments under term loan credit facility         11,200,000 $ 50,500,000
Line of credit, current       $ 0 $ 0  
London Interbank Offered Rate (LIBOR) | Notes Payable, Other Payables | New Term Loan Credit Agreement            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate 3.25%          
Base Rate | Notes Payable, Other Payables | New Term Loan Credit Agreement            
Debt Instrument [Line Items]            
Debt instrument, basis spread on variable rate 2.25%          
XML 76 R63.htm IDEA: XBRL DOCUMENT v3.22.0.1
FINANCIAL DERIVATIVE INSTRUMENTS - Narrative (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2021
USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative, notional amount $ 129.6
Derivative instruments, gain (loss) reclassified from accumulated OCI into income over the next 12 months $ 3.9
XML 77 R64.htm IDEA: XBRL DOCUMENT v3.22.0.1
FINANCIAL DERIVATIVE INSTRUMENTS - Fair Value Carrying Amount (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Derivatives designated as hedging instruments    
Total derivatives designated as hedging instruments $ 2,842 $ 13,384
Prepaid expenses and other    
Derivatives designated as hedging instruments    
Derivative asset, fair value, gross asset 7,963 13,750
Accounts payable and Other accrued liabilities    
Derivatives designated as hedging instruments    
Derivative liability, fair value, gross liability $ (5,121) $ (366)
XML 78 R65.htm IDEA: XBRL DOCUMENT v3.22.0.1
FINANCIAL DERIVATIVE INSTRUMENTS - Gain or Loss Recognized in Accumulated Other Comprehensive Income (Details) - Commodity swap contracts - Cash Flow Hedging - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Derivative Instruments, Gain (Loss) [Line Items]      
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion, net of tax) $ 2,848 $ 9,815  
Amount of Gain (Loss) Reclassified from AOCI into Earnings $ 54,937 $ (7,778) $ (2,297)
XML 79 R66.htm IDEA: XBRL DOCUMENT v3.22.0.1
LEASES - Narrative (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2021
USD ($)
Lessee, Lease, Description [Line Items]  
Leased assets obtained in exchange for new operating lease liabilities $ 4.6
Minimum  
Lessee, Lease, Description [Line Items]  
Renewal term 1 year
Maximum  
Lessee, Lease, Description [Line Items]  
Renewal term 5 years
XML 80 R67.htm IDEA: XBRL DOCUMENT v3.22.0.1
LEASES - Leased Assets and Liabilities Included Within the Condensed Consolidated Balance Sheets (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Right-of-Use Assets    
Operating $ 11,379 $ 10,842
Finance 2,658 2,802
Total leased ROU assets $ 14,037 $ 13,644
Operating lease, right-of-use asset, statement of financial position [Extensible List] Other assets Other assets
Current    
Operating $ 3,507 $ 4,117
Finance $ 59 $ 348
Operating lease, liability, current, statement of financial position [Extensible List] Other accrued liabilities Other accrued liabilities
Noncurrent    
Operating $ 7,872 $ 6,967
Finance 0 30
Total lease liabilities $ 11,438 $ 11,462
Operating lease, liability, noncurrent, statement of financial position [Extensible List] Other non-current liabilities Other non-current liabilities
XML 81 R68.htm IDEA: XBRL DOCUMENT v3.22.0.1
LEASES - Lease Cost (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
Operating lease cost $ 5,031 $ 5,116
Finance lease cost    
Amortization of ROU leased assets 144 144
Interest on lease liabilities 55 53
Net lease cost $ 5,230 $ 5,313
XML 82 R69.htm IDEA: XBRL DOCUMENT v3.22.0.1
LEASES - Maturity of Lease Liabilities (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Operating Leases  
2022 $ 3,992
2023 3,196
2024 2,081
2025 1,369
2026 890
Thereafter 1,152
Total lease payments 12,680
Less: interest 1,301
Present value of lease payments 11,379
Finance Leases  
2022 59
2023 0
2024 0
2025 0
2026 0
Thereafter 0
Total lease payments 59
Less: interest 0
Present value of lease payments 59
Total  
2022 4,051
2023 3,196
2024 2,081
2025 1,369
2026 890
Thereafter 1,152
Total lease payments $ 12,739
XML 83 R70.htm IDEA: XBRL DOCUMENT v3.22.0.1
LEASES - Lease Terms and Discount Rates (Details)
Dec. 31, 2021
Dec. 31, 2020
Weighted average remaining lease term (years)    
Operating leases 4 years 3 months 18 days 3 years 7 months 6 days
Finance leases 1 month 6 days 1 year 1 month 6 days
Weighted average discount rate    
Operating leases 5.12% 5.07%
Finance leases 6.16% 6.16%
XML 84 R71.htm IDEA: XBRL DOCUMENT v3.22.0.1
LEASES - Lease Costs Included in the Condensed Consolidated Statements of Cash Flows (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Cash paid for amounts included in the measurement of lease liabilities      
Operating cash flows from operating leases $ 4,847 $ 5,091  
Operating cash flows from finance leases 13 34  
Financing cash flows from finance leases $ 319 $ 327 $ 308
XML 85 R72.htm IDEA: XBRL DOCUMENT v3.22.0.1
FAIR VALUE MEASUREMENTS - Fair Value Measurements and Fair Value Hierarchy Level of Assets and Liabilities Measure at Fair Value (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Life-insurance contracts $ 18,670 $ 16,930
Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Life-insurance contracts 0 0
Significant Other Observable Inputs (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Life-insurance contracts 18,670 16,930
Significant Unobservable Inputs (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Life-insurance contracts 0 0
Commodity swap contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Commodity swap contracts 2,842 13,384
Commodity swap contracts | Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Commodity swap contracts 0 0
Commodity swap contracts | Significant Other Observable Inputs (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Commodity swap contracts 2,842 13,384
Commodity swap contracts | Significant Unobservable Inputs (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Commodity swap contracts 0 0
Mutual funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Mutual funds 6,183 5,331
Mutual funds | Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Mutual funds 6,183 5,331
Mutual funds | Significant Other Observable Inputs (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Mutual funds 0 0
Mutual funds | Significant Unobservable Inputs (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Mutual funds $ 0 $ 0
XML 86 R73.htm IDEA: XBRL DOCUMENT v3.22.0.1
FAIR VALUE MEASUREMENTS - Carrying and Estimated Fair Value of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt $ 428,315 $ 447,979
Senior Notes | Senior Notes Due 2028    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 395,280 0
Senior Notes | Senior Notes due 2025    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 311,357
New Term Loan Credit Agreement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 136,622
Revolving Credit Agreement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 33,035 0
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 1 | Senior Notes | Senior Notes Due 2028    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 1 | Senior Notes | Senior Notes due 2025    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 1 | New Term Loan Credit Agreement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 1 | Revolving Credit Agreement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 432,762 455,420
Level 2 | Senior Notes | Senior Notes Due 2028    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 399,727 0
Level 2 | Senior Notes | Senior Notes due 2025    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 319,140
Level 2 | New Term Loan Credit Agreement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 136,280
Level 2 | Revolving Credit Agreement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 33,035 0
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 3 | Senior Notes | Senior Notes Due 2028    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 3 | Senior Notes | Senior Notes due 2025    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 3 | New Term Loan Credit Agreement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt 0 0
Level 3 | Revolving Credit Agreement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt $ 0 $ 0
XML 87 R74.htm IDEA: XBRL DOCUMENT v3.22.0.1
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Loss Contingencies [Line Items]    
Purchase obligation $ 129,600  
Chassis converter pool agreements 18,185 $ 17,767
Standby Letters of Credit    
Loss Contingencies [Line Items]    
Letters of credit outstanding, amount 5,700  
Chassis Converter Pool Agreements    
Loss Contingencies [Line Items]    
Other inventory, gross $ 2,600  
XML 88 R75.htm IDEA: XBRL DOCUMENT v3.22.0.1
NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Calculation of Basic and Diluted Per Share Of Common Stock (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2021
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Basic net income (loss) per share:                              
Net income (loss) applicable to common stockholders                         $ 1,164 $ (97,412) $ 89,575
Weighted average common shares outstanding (in shares)                         50,684 52,945 54,695
Basic net (loss) income per share (in usd per share) $ (0.51) $ 0.22 $ 0.24 $ 0.06 $ 0.10 $ 0.07 $ 0 $ (2.01) $ 0.34 $ 0.47 $ 0.56 $ 0.27 $ 0.02 $ (1.84) $ 1.64
Diluted net income (loss) per share:                              
Net income (loss) applicable to common stockholders                         $ 1,164 $ (97,412) $ 89,575
Weighted average common shares outstanding (in shares)                         50,684 52,945 54,695
Dilutive stock options and restricted stock (in shares)                         924 0 595
Diluted weighted average common shares outstanding (in shares)                         51,608 52,945 55,290
Diluted net (loss) income per share (in usd per share) $ (0.51) $ 0.22 $ 0.24 $ 0.06 $ 0.10 $ 0.07 $ 0 $ (2.01) $ 0.34 $ 0.46 $ 0.56 $ 0.27 $ 0.02 $ (1.84) $ 1.62
XML 89 R76.htm IDEA: XBRL DOCUMENT v3.22.0.1
NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Narrative (Details) - shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Earnings Per Share [Abstract]      
Average diluted shares outstanding (in shares) 0 0 0
XML 90 R77.htm IDEA: XBRL DOCUMENT v3.22.0.1
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended 82 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2021
May 18, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Stock-based compensation $ 7,059 $ 4,509 $ 9,036    
Compensation costs not yet recognized $ 9,600     $ 9,600  
Compensation costs not yet recognized, period for recognition 1 year 8 months 12 days        
Intrinsic value of options exercised $ 1,300 $ 500 $ 500    
Omnibus Incentive Plan 2017          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Number of shares authorized (in shares)         3,150,000
Restricted Stock          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Options granted (in shares) 582,081 1,010,802 853,994    
Grant date fair value $ 10,200 $ 12,600 $ 13,000    
Vested in period, fair value $ 5,000 $ 3,700 $ 7,400    
Restricted Stock | Minimum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Award vesting period 1 year        
Restricted Stock | Maximum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Award vesting period 3 years        
Stock Option          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Award vesting period 3 years        
Options granted (in shares)       0  
Expiration period 10 years        
XML 91 R78.htm IDEA: XBRL DOCUMENT v3.22.0.1
STOCK-BASED COMPENSATION - Summary of Restricted Stock Activity (Details) - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Number of Shares      
Balance beginning of period (in shares) 414,080    
Vested (in shares) (200,782)    
Forfeited (in shares) 0    
Balance end of period (in shares) 199,711 414,080  
Weighted Average Grant Date Fair Value      
Balance beginning of period (in usd per share) $ 11.60    
Vested (in usd per share) 11.09    
Forfeited (in usd per share) 0    
Balance end of period (in usd per share) $ 12.20 $ 11.60  
Restricted Stock      
Number of Shares      
Balance beginning of period (in shares) 1,832,379    
Granted (in shares) 582,081 1,010,802 853,994
Vested (in shares) (296,946)    
Forfeited (in shares) (336,438)    
Balance end of period (in shares) 1,781,076 1,832,379  
Weighted Average Grant Date Fair Value      
Balance beginning of period (in usd per share) $ 16.06    
Granted (in usd per share) 17.45    
Vested (in usd per share) 18.01    
Forfeited (in usd per share) 22.18    
Balance end of period (in usd per share) $ 15.03 $ 16.06  
XML 92 R79.htm IDEA: XBRL DOCUMENT v3.22.0.1
STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Number of Shares      
Balance beginning of period (in shares) 414,080    
Exercised (in shares) (200,782)    
Forfeited (in shares) 0    
Expired (in shares) (13,587)    
Balance end of period (in shares) 199,711 414,080  
Options Exercisable (in shares) 154,533    
Weighted Average Grant Date Fair Value      
Balance beginning of period (in usd per share) $ 11.60    
Exercised (in usd per share) 11.09    
Forfeited (in usd per share) 0    
Expired (in shares) 10.21    
Balance end of period (in usd per share) 12.20 $ 11.60  
Options Exercisable (in usd per share) $ 11.82    
Weighted Average Remaining Contractual Life      
Options Outstanding 2 years 1 month 6 days 2 years 2 months 12 days  
Options Exercisable at End of Period 2 years    
Aggregate Intrinsic Value ($ in millions)      
Options outstanding $ 1.5 $ 2.3  
Exercised 1.3 $ 0.5 $ 0.5
Options Exercisable $ 1.2    
XML 93 R80.htm IDEA: XBRL DOCUMENT v3.22.0.1
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
 1 Months Ended
Aug. 31, 2021
Dec. 31, 2021
Jul. 31, 2021
Dec. 31, 2020
Class of Stock [Line Items]        
Stock repurchase program, authorized amount $ 150.0   $ 100.0  
Stock repurchase program, period in force 3 years      
Stock repurchase program, remaining authorized repurchase amount   $ 136.1    
Common stock, shares authorized (in shares)   200,000,000   200,000,000
Common stock, par value (in usd per share)   $ 0.01   $ 0.01
Preferred Class A        
Class of Stock [Line Items]        
Preferred stock, shares authorized (in shares)   25,000,000    
XML 94 R81.htm IDEA: XBRL DOCUMENT v3.22.0.1
STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Balance at beginning of period $ 404,879 $ 520,988 $ 473,849
Net unrealized gains (losses) arising during the period 34,320 5,795 (2,347)
Less: Net realized gains (losses) reclassified to net income 41,094 (5,816) (1,712)
Total other comprehensive (loss) income (6,774) 11,611 (635)
Balance at end of period 325,539 404,879 520,988
Foreign Currency Translation      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Balance at beginning of period (2,182) (1,866) (2,578)
Net unrealized gains (losses) arising during the period 193 (316) 712
Less: Net realized gains (losses) reclassified to net income 0 0 0
Total other comprehensive (loss) income 193 (316) 712
Balance at end of period (1,989) (2,182) (1,866)
Derivative Instruments      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Balance at beginning of period 9,815 (2,112) (765)
Net unrealized gains (losses) arising during the period 34,127 6,111 (3,059)
Less: Net realized gains (losses) reclassified to net income 41,094 (5,816) (1,712)
Total other comprehensive (loss) income (6,967) 11,927 (1,347)
Balance at end of period 2,848 9,815 (2,112)
Net unrealized gains (losses) arising during period, tax expense (benefit) 11,500 2,100 (1,000)
Net realized gains (losses) reclassified to net income, tax expense (benefit) 13,800 (2,000) (600)
AOCI Attributable to Parent      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Balance at beginning of period 7,633 (3,978) (3,343)
Balance at end of period $ 859 $ 7,633 $ (3,978)
XML 95 R82.htm IDEA: XBRL DOCUMENT v3.22.0.1
EMPLOYEE SAVINGS PLANS - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Employee Savings Plans [Abstract]      
Labor and related expense $ 8.0 $ 7.9 $ 10.2
XML 96 R83.htm IDEA: XBRL DOCUMENT v3.22.0.1
INCOME TAXES - Consolidated Income (loss) Before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
Domestic $ 5,426 $ (110,049) $ 116,886
Foreign (4,136) 835 845
Income (loss) before income tax $ 1,290 $ (109,214) $ 117,731
XML 97 R84.htm IDEA: XBRL DOCUMENT v3.22.0.1
INCOME TAXES - Narrative (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]    
Income tax receivable, CARES Act   $ 13.2
Deferred tax assets, operating loss carryforwards, state and local $ 1.2 1.0
Deferred tax assets, operating loss carryforwards, domestic 71.0  
Unrecognized tax benefits that would impact effective tax rate 2.3 2.2
Unrecognized tax benefits, income tax penalties and interest accrued $ 0.8 $ 0.7
XML 98 R85.htm IDEA: XBRL DOCUMENT v3.22.0.1
INCOME TAXES - Consolidated Income Tax Expense (benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Current      
Federal $ 8,449 $ (15,190) $ 18,167
State (1,098) (2,072) 6,233
Foreign 922 444 336
Current 8,273 (16,818) 24,736
Deferred      
Federal (9,423) 7,918 2,760
State 1,310 (2,959) 620
Foreign (34) 57 40
Deferred (8,147) 5,016 3,420
Total consolidated expense (benefit) $ 126 $ (11,802) $ 28,156
XML 99 R86.htm IDEA: XBRL DOCUMENT v3.22.0.1
INCOME TAXES - Reconciliation of Differences from U.S. Federal Statutory Rate (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
Pretax book income (loss) $ 1,290 $ (109,214) $ 117,731
Federal tax expense (benefit) at applicable statutory rate 271 (22,935) 24,723
State and local income taxes (net of federal benefit) 212 (4,948) 5,513
Rate differential 0 (5,004) 0
Impairment and divestiture 870 20,111 0
Tax credits (2,065) 0 (3,301)
Nondeductible officer compensation 390 490 0
Compensation expense 964 1,070 1,317
Other (516) (586) (96)
Total consolidated expense (benefit) $ 126 $ (11,802) $ 28,156
XML 100 R87.htm IDEA: XBRL DOCUMENT v3.22.0.1
INCOME TAXES - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Deferred tax assets    
Tax credits and loss carryforwards $ 800 $ 2,518
Accrued liabilities 5,764 6,415
Incentive compensation 8,012 9,202
Other 6,098 328
Deferred tax assets 20,674 18,463
Deferred tax liabilities    
Property, plant and equipment (22,344) (22,355)
Intangibles (28,748) (40,043)
Other (4,364) (1,822)
Deferred tax liabilities (55,456) (64,220)
Net deferred tax liability before valuation allowances and reserves (34,782) (45,757)
Valuation allowances (1,237) (1,020)
Net deferred tax liability $ (36,019) $ (46,777)
XML 101 R88.htm IDEA: XBRL DOCUMENT v3.22.0.1
INCOME TAXES - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]    
Balance beginning of period $ 1,506 $ 1,422
Increase in prior year tax positions 8 84
Balance end of period $ 1,514 $ 1,506
XML 102 R89.htm IDEA: XBRL DOCUMENT v3.22.0.1
SEGMENTS - Narrative (Details) - segment
 4 Months Ended 12 Months Ended
Aug. 31, 2021
Dec. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Segment Reporting Information [Line Items]          
Number of reportable segments 3 2 2    
Number of operating segments   2 2    
Five Largest Customers | Sales revenue, net | Customer Concentration Risk          
Segment Reporting Information [Line Items]          
Concentration risk percentage     30.00% 21.00% 27.00%
XML 103 R90.htm IDEA: XBRL DOCUMENT v3.22.0.1
SEGMENTS - Reportable Segment Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2021
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Net sales                              
Net sales $ 479,277 $ 482,566 $ 449,422 $ 392,003 $ 404,078 $ 351,584 $ 339,153 $ 387,074 $ 579,001 $ 580,908 $ 626,053 $ 533,174 $ 1,803,268 $ 1,481,889 $ 2,319,136
Depreciation and amortization                         48,842 47,970 42,357
Income (Loss) from operations                         33,542 (85,608) 142,786
Transportation Solutions                              
Net sales                              
Net sales                         1,628,694 1,308,935 2,103,955
Parts & Services                              
Net sales                              
Net sales                         174,574 172,954 215,181
Operating Segments | Transportation Solutions                              
Net sales                              
Net sales                         1,633,319 1,315,429 2,114,809
Depreciation and amortization                         41,819 40,236 34,821
Income (Loss) from operations                         61,869 (29,702) 153,907
Operating Segments | Parts & Services                              
Net sales                              
Net sales                         177,166 179,474 226,019
Depreciation and amortization                         4,781 5,512 5,828
Income (Loss) from operations                         20,201 (12,658) 31,523
Corporate and Eliminations                              
Net sales                              
Net sales                         (7,217) (13,014) (21,692)
Depreciation and amortization                         2,242 2,222 1,708
Income (Loss) from operations                         (48,528) (43,248) (42,644)
Corporate and Eliminations | Transportation Solutions                              
Net sales                              
Net sales                         4,625 6,494 10,854
Corporate and Eliminations | Parts & Services                              
Net sales                              
Net sales                         $ 2,592 $ 6,520 $ 10,838
XML 104 R91.htm IDEA: XBRL DOCUMENT v3.22.0.1
SEGMENTS - Major Product Categories and Percentage of Consolidated Net Sales (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2021
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Product Information [Line Items]                              
Net sales $ 479,277 $ 482,566 $ 449,422 $ 392,003 $ 404,078 $ 351,584 $ 339,153 $ 387,074 $ 579,001 $ 580,908 $ 626,053 $ 533,174 $ 1,803,268 $ 1,481,889 $ 2,319,136
New trailers                              
Product Information [Line Items]                              
Net sales                         1,354,373 1,087,820 1,662,679
Used trailers                              
Product Information [Line Items]                              
Net sales                         2,514 8,386 2,479
Components, parts and services                              
Product Information [Line Items]                              
Net sales                         131,929 123,517 155,104
Equipment and other                              
Product Information [Line Items]                              
Net sales                         314,452 262,166 498,874
Transportation Solutions                              
Product Information [Line Items]                              
Net sales                         1,628,694 1,308,935 2,103,955
Parts & Services                              
Product Information [Line Items]                              
Net sales                         174,574 172,954 215,181
Operating Segments | Transportation Solutions                              
Product Information [Line Items]                              
Net sales                         1,633,319 1,315,429 2,114,809
Operating Segments | Transportation Solutions | New trailers                              
Product Information [Line Items]                              
Net sales                         1,354,375 1,087,978 1,661,897
Operating Segments | Transportation Solutions | Used trailers                              
Product Information [Line Items]                              
Net sales                         165 3,677 85
Operating Segments | Transportation Solutions | Components, parts and services                              
Product Information [Line Items]                              
Net sales                         0 0 0
Operating Segments | Transportation Solutions | Equipment and other                              
Product Information [Line Items]                              
Net sales                         278,779 223,774 452,827
Operating Segments | Parts & Services                              
Product Information [Line Items]                              
Net sales                         177,166 179,474 226,019
Operating Segments | Parts & Services | New trailers                              
Product Information [Line Items]                              
Net sales                         179 3,387 7,859
Operating Segments | Parts & Services | Used trailers                              
Product Information [Line Items]                              
Net sales                         2,349 4,709 2,394
Operating Segments | Parts & Services | Components, parts and services                              
Product Information [Line Items]                              
Net sales                         131,929 123,517 155,104
Operating Segments | Parts & Services | Equipment and other                              
Product Information [Line Items]                              
Net sales                         42,709 47,861 60,662
Corporate and Eliminations                              
Product Information [Line Items]                              
Net sales                         (7,217) (13,014) (21,692)
Corporate and Eliminations | New trailers                              
Product Information [Line Items]                              
Net sales                         (181) (3,545) (7,077)
Corporate and Eliminations | Used trailers                              
Product Information [Line Items]                              
Net sales                         0 0 0
Corporate and Eliminations | Components, parts and services                              
Product Information [Line Items]                              
Net sales                         0 0 0
Corporate and Eliminations | Equipment and other                              
Product Information [Line Items]                              
Net sales                         (7,036) (9,469) (14,615)
Corporate and Eliminations | Transportation Solutions                              
Product Information [Line Items]                              
Net sales                         4,625 6,494 10,854
Corporate and Eliminations | Parts & Services                              
Product Information [Line Items]                              
Net sales                         $ 2,592 $ 6,520 $ 10,838
Product Concentration Risk | Sales revenue, net                              
Product Information [Line Items]                              
Percentage of consolidated net sales                         100.00% 100.00% 100.00%
Product Concentration Risk | New trailers | Sales revenue, net                              
Product Information [Line Items]                              
Percentage of consolidated net sales                         75.20% 73.40% 71.60%
Product Concentration Risk | Used trailers | Sales revenue, net                              
Product Information [Line Items]                              
Percentage of consolidated net sales                         0.10% 0.60% 0.10%
Product Concentration Risk | Components, parts and services | Sales revenue, net                              
Product Information [Line Items]                              
Percentage of consolidated net sales                         7.30% 8.30% 6.70%
Product Concentration Risk | Equipment and other | Sales revenue, net                              
Product Information [Line Items]                              
Percentage of consolidated net sales                         17.40% 17.70% 21.50%
XML 105 R92.htm IDEA: XBRL DOCUMENT v3.22.0.1
DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Jun. 30, 2021
Mar. 31, 2021
Dec. 31, 2020
Jun. 30, 2020
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Goodwill impairments         $ 11,101 $ 4,685  
Impairment   $ 800     $ 29,163 $ 107,114 $ 0
Proceeds from sale of property, plant, and equipment     $ 3,200 $ 2,700      
Gain (loss) on disposition of property plant equipment     2,300 $ 1,700      
Beall Tank Trailers | Disposal Group, Disposed of by Sale, Not Discontinued Operations              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Proceeds from divestiture of businesses     11,200        
Gain (loss) on divestiture     (2,100)        
Goodwill impairments     $ 4,700        
Extract Technology              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Goodwill impairments $ 11,100            
Extract Technology | Disposal Group, Disposed of by Sale, Not Discontinued Operations              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Proceeds from divestiture of businesses 20,800            
Gain (loss) on divestiture 1,900            
Indefinite-lived Intangible Assets, Written off Related to Sale of Business Unit $ 1,300            
XML 106 R93.htm IDEA: XBRL DOCUMENT v3.22.0.1
CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) - Summary of the Unaudited Quarterly Results of Operations (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2021
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Quarterly Financial Data [Abstract]                              
Net sales $ 479,277 $ 482,566 $ 449,422 $ 392,003 $ 404,078 $ 351,584 $ 339,153 $ 387,074 $ 579,001 $ 580,908 $ 626,053 $ 533,174 $ 1,803,268 $ 1,481,889 $ 2,319,136
Gross profit 42,648 51,045 55,608 47,166 45,496 43,194 34,321 36,743 72,307 77,735 87,650 68,690 196,467 159,754 306,382
Net income (loss) for the year $ (25,313) $ 11,008 $ 12,252 $ 3,217 $ 5,494 $ 3,887 $ (146) $ (106,647) $ 18,375 $ 25,460 $ 30,960 $ 14,780 $ 1,164 $ (97,412) $ 89,575
Basic net (loss) income per share (in usd per share) $ (0.51) $ 0.22 $ 0.24 $ 0.06 $ 0.10 $ 0.07 $ 0 $ (2.01) $ 0.34 $ 0.47 $ 0.56 $ 0.27 $ 0.02 $ (1.84) $ 1.64
Diluted net (loss) income per share (in usd per share) $ (0.51) $ 0.22 $ 0.24 $ 0.06 $ 0.10 $ 0.07 $ 0 $ (2.01) $ 0.34 $ 0.46 $ 0.56 $ 0.27 $ 0.02 $ (1.84) $ 1.62
XML 107 wnc-20211231_htm.xml IDEA: XBRL DOCUMENT 0000879526 2021-01-01 2021-12-31 0000879526 2021-06-30 0000879526 2022-02-16 0000879526 2021-12-31 0000879526 2020-12-31 0000879526 2020-01-01 2020-12-31 0000879526 2019-01-01 2019-12-31 0000879526 us-gaap:CommonStockMember 2018-12-31 0000879526 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0000879526 us-gaap:RetainedEarningsMember 2018-12-31 0000879526 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0000879526 us-gaap:TreasuryStockMember 2018-12-31 0000879526 2018-12-31 0000879526 us-gaap:RetainedEarningsMember 2019-01-01 2019-12-31 0000879526 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-12-31 0000879526 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0000879526 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0000879526 us-gaap:TreasuryStockMember 2019-01-01 2019-12-31 0000879526 us-gaap:CommonStockMember 2019-12-31 0000879526 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0000879526 us-gaap:RetainedEarningsMember 2019-12-31 0000879526 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000879526 us-gaap:TreasuryStockMember 2019-12-31 0000879526 2019-12-31 0000879526 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0000879526 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-12-31 0000879526 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0000879526 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0000879526 us-gaap:TreasuryStockMember 2020-01-01 2020-12-31 0000879526 us-gaap:CommonStockMember 2020-12-31 0000879526 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0000879526 us-gaap:RetainedEarningsMember 2020-12-31 0000879526 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0000879526 us-gaap:TreasuryStockMember 2020-12-31 0000879526 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0000879526 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-01 2021-12-31 0000879526 us-gaap:CommonStockMember 2021-01-01 2021-12-31 0000879526 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0000879526 us-gaap:TreasuryStockMember 2021-01-01 2021-12-31 0000879526 us-gaap:CommonStockMember 2021-12-31 0000879526 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0000879526 us-gaap:RetainedEarningsMember 2021-12-31 0000879526 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0000879526 us-gaap:TreasuryStockMember 2021-12-31 0000879526 us-gaap:BuildingAndBuildingImprovementsMember 2021-01-01 2021-12-31 0000879526 srt:MinimumMember us-gaap:MachineryAndEquipmentMember 2021-01-01 2021-12-31 0000879526 srt:MaximumMember us-gaap:MachineryAndEquipmentMember 2021-01-01 2021-12-31 0000879526 wnc:TransportationSolutionsSegmentMember 2021-12-31 0000879526 wnc:PartsServiceSegmentMember 2021-12-31 0000879526 us-gaap:TrademarksAndTradeNamesMember 2021-10-01 2021-12-31 0000879526 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember wnc:ExtractTechnologyMember 2021-04-01 2021-06-30 0000879526 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember wnc:BeallTankTrailersMember 2020-10-01 2020-12-31 0000879526 srt:MinimumMember 2021-01-01 2021-12-31 0000879526 srt:MaximumMember 2021-01-01 2021-12-31 0000879526 wnc:DuraPlateTrailerPanelsMember 2021-01-01 2021-12-31 0000879526 wnc:UsedTrailersMember 2021-12-31 0000879526 wnc:UsedTrailersMember 2020-12-31 0000879526 wnc:ExtractTechnologyMember wnc:PartsServiceSegmentMember 2021-04-01 2021-06-30 0000879526 wnc:FinalMileProductsSegmentMember 2020-01-01 2020-03-31 0000879526 wnc:TankTrailersReportingUnitMember 2020-01-01 2020-03-31 0000879526 wnc:TransportationSolutionsSegmentMember 2019-12-31 0000879526 wnc:ComponentsPartsandServicesMember 2019-12-31 0000879526 wnc:TransportationSolutionsSegmentMember 2020-01-01 2020-12-31 0000879526 wnc:ComponentsPartsandServicesMember 2020-01-01 2020-12-31 0000879526 wnc:TransportationSolutionsSegmentMember 2020-12-31 0000879526 wnc:ComponentsPartsandServicesMember 2020-12-31 0000879526 wnc:TransportationSolutionsSegmentMember 2021-01-01 2021-12-31 0000879526 wnc:ComponentsPartsandServicesMember 2021-01-01 2021-12-31 0000879526 wnc:ComponentsPartsandServicesMember 2021-12-31 0000879526 us-gaap:TrademarksAndTradeNamesMember wnc:TransportationSolutionsSegmentMember 2021-10-01 2021-12-31 0000879526 us-gaap:TrademarksAndTradeNamesMember wnc:PartsServiceSegmentMember 2021-10-01 2021-12-31 0000879526 us-gaap:TrademarksAndTradeNamesMember 2021-12-31 0000879526 us-gaap:CustomerRelationshipsMember 2021-01-01 2021-12-31 0000879526 us-gaap:CustomerRelationshipsMember 2021-12-31 0000879526 us-gaap:DevelopedTechnologyRightsMember 2021-01-01 2021-12-31 0000879526 us-gaap:DevelopedTechnologyRightsMember 2021-12-31 0000879526 us-gaap:TrademarksAndTradeNamesMember 2020-01-01 2020-12-31 0000879526 us-gaap:TrademarksAndTradeNamesMember 2020-12-31 0000879526 us-gaap:CustomerRelationshipsMember 2020-01-01 2020-12-31 0000879526 us-gaap:CustomerRelationshipsMember 2020-12-31 0000879526 us-gaap:DevelopedTechnologyRightsMember 2020-01-01 2020-12-31 0000879526 us-gaap:DevelopedTechnologyRightsMember 2020-12-31 0000879526 us-gaap:LandMember 2021-12-31 0000879526 us-gaap:LandMember 2020-12-31 0000879526 us-gaap:BuildingAndBuildingImprovementsMember 2021-12-31 0000879526 us-gaap:BuildingAndBuildingImprovementsMember 2020-12-31 0000879526 us-gaap:MachineryAndEquipmentMember 2021-12-31 0000879526 us-gaap:MachineryAndEquipmentMember 2020-12-31 0000879526 us-gaap:ConstructionInProgressMember 2021-12-31 0000879526 us-gaap:ConstructionInProgressMember 2020-12-31 0000879526 wnc:NewSeniorNotesDue2028Member us-gaap:SeniorNotesMember 2021-12-31 0000879526 wnc:NewSeniorNotesDue2028Member us-gaap:SeniorNotesMember 2020-12-31 0000879526 wnc:OldSeniorNotesDue2025Member us-gaap:SeniorNotesMember 2021-12-31 0000879526 wnc:OldSeniorNotesDue2025Member us-gaap:SeniorNotesMember 2020-12-31 0000879526 wnc:TermLoanCreditFacilityMember 2021-12-31 0000879526 wnc:TermLoanCreditFacilityMember 2020-12-31 0000879526 wnc:RevolvingCreditAgreementMember 2021-12-31 0000879526 wnc:RevolvingCreditAgreementMember 2020-12-31 0000879526 wnc:NewSeniorNotesDue2028Member us-gaap:SeniorNotesMember 2021-10-06 0000879526 wnc:NewSeniorNotesDue2028Member us-gaap:SeniorNotesMember 2021-10-06 2021-10-06 0000879526 wnc:NewSeniorNotesDue2028Member us-gaap:DebtInstrumentRedemptionPeriodOneMember us-gaap:SeniorNotesMember 2021-10-06 2021-10-06 0000879526 wnc:NewSeniorNotesDue2028Member us-gaap:DebtInstrumentRedemptionPeriodTwoMember us-gaap:SeniorNotesMember 2021-10-06 2021-10-06 0000879526 wnc:NewSeniorNotesDue2028Member us-gaap:DebtInstrumentRedemptionPeriodThreeMember us-gaap:SeniorNotesMember 2021-10-06 2021-10-06 0000879526 wnc:NewSeniorNotesDue2028Member us-gaap:DebtInstrumentRedemptionPeriodFourMember us-gaap:SeniorNotesMember 2021-10-06 2021-10-06 0000879526 wnc:NewSeniorNotesDue2028Member us-gaap:DebtInstrumentRedemptionPeriodFiveMember us-gaap:SeniorNotesMember 2021-10-06 2021-10-06 0000879526 wnc:RevolvingCreditAgreementMember 2021-09-28 0000879526 wnc:NewSeniorNotesDue2028Member us-gaap:NotesPayableOtherPayablesMember 2021-10-06 2021-10-06 0000879526 wnc:OldSeniorNotesDue2025Member 2021-10-01 2021-12-31 0000879526 wnc:NewSeniorNotesDue2028Member us-gaap:SeniorNotesMember 2021-01-01 2021-12-31 0000879526 wnc:OldSeniorNotesDue2025Member us-gaap:SeniorNotesMember 2017-09-26 0000879526 wnc:OldSeniorNotesDue2025Member us-gaap:SeniorNotesMember 2017-09-26 2017-09-26 0000879526 wnc:OldSeniorNotesDue2025Member us-gaap:DebtInstrumentRedemptionPeriodOneMember us-gaap:SeniorNotesMember 2021-01-01 2021-12-31 0000879526 wnc:OldSeniorNotesDue2025Member us-gaap:SeniorNotesMember 2021-01-01 2021-12-31 0000879526 wnc:OldSeniorNotesDue2025Member us-gaap:DebtInstrumentRedemptionPeriodTwoMember us-gaap:SeniorNotesMember 2021-01-01 2021-12-31 0000879526 wnc:OldSeniorNotesDue2025Member us-gaap:DebtInstrumentRedemptionPeriodThreeMember us-gaap:SeniorNotesMember 2021-01-01 2021-12-31 0000879526 wnc:OldSeniorNotesDue2025Member us-gaap:DebtInstrumentRedemptionPeriodFourMember us-gaap:SeniorNotesMember 2021-01-01 2021-12-31 0000879526 wnc:OldSeniorNotesDue2025Member us-gaap:SeniorNotesMember 2020-01-01 2020-12-31 0000879526 wnc:OldSeniorNotesDue2025Member us-gaap:SeniorNotesMember 2019-01-01 2019-12-31 0000879526 wnc:OldSeniorNotesDue2025Member us-gaap:SeniorNotesMember 2020-07-01 2020-09-30 0000879526 wnc:RevolvingCreditAgreementMember 2021-09-27 0000879526 wnc:RevolvingCreditAgreementMember 2021-12-31 0000879526 us-gaap:LetterOfCreditMember wnc:RevolvingCreditAgreementMember 2018-12-21 0000879526 us-gaap:BridgeLoanMember wnc:RevolvingCreditAgreementMember 2018-12-21 0000879526 srt:MinimumMember wnc:RevolvingCreditAgreementMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-12-21 2018-12-21 0000879526 srt:MaximumMember wnc:RevolvingCreditAgreementMember us-gaap:LondonInterbankOfferedRateLIBORMember 2018-12-21 2018-12-21 0000879526 srt:MinimumMember wnc:RevolvingCreditAgreementMember us-gaap:BaseRateMember 2018-12-21 2018-12-21 0000879526 srt:MaximumMember wnc:RevolvingCreditAgreementMember us-gaap:BaseRateMember 2018-12-21 2018-12-21 0000879526 wnc:RevolvingCreditAgreementMember 2018-12-21 2018-12-21 0000879526 wnc:RevolvingCreditAgreementMember 2018-12-21 0000879526 srt:MaximumMember wnc:RevolvingCreditAgreementMember 2018-12-21 0000879526 wnc:RevolvingCreditAgreementMember 2020-12-31 0000879526 wnc:RevolvingCreditAgreementMember 2021-10-01 2021-12-31 0000879526 wnc:RevolvingCreditAgreementMember 2020-01-01 2020-03-31 0000879526 wnc:RevolvingCreditAgreementMember 2020-06-30 0000879526 wnc:RevolvingCreditAgreementMember 2021-01-01 2021-12-31 0000879526 wnc:RevolvingCreditAgreementMember 2020-01-01 2020-12-31 0000879526 wnc:RevolvingCreditAgreementMember 2019-01-01 2019-12-31 0000879526 wnc:NewTermLoanCreditAgreementMember us-gaap:NotesPayableOtherPayablesMember 2020-09-28 0000879526 wnc:NewTermLoanCreditAgreementMember us-gaap:NotesPayableOtherPayablesMember 2020-09-28 2020-09-28 0000879526 wnc:NewTermLoanCreditAgreementMember us-gaap:NotesPayableOtherPayablesMember us-gaap:LondonInterbankOfferedRateLIBORMember 2020-09-28 2020-09-28 0000879526 wnc:NewTermLoanCreditAgreementMember us-gaap:NotesPayableOtherPayablesMember us-gaap:BaseRateMember 2020-09-28 2020-09-28 0000879526 wnc:TermLoanCreditAgreementMember wnc:SeniorSecuredCreditFacilityMember 2021-12-31 0000879526 wnc:NewTermLoanCreditAgreementMember 2021-04-01 2021-06-30 0000879526 2021-04-01 2021-06-30 0000879526 wnc:TermLoanCreditAgreementMember wnc:SeniorSecuredCreditFacilityMember 2021-01-01 2021-12-31 0000879526 wnc:TermLoanCreditAgreementMember wnc:SeniorSecuredCreditFacilityMember 2020-01-01 2020-12-31 0000879526 wnc:TermLoanCreditAgreementMember wnc:SeniorSecuredCreditFacilityMember 2019-01-01 2019-12-31 0000879526 wnc:NewTermLoanCreditAgreementMember us-gaap:NotesPayableOtherPayablesMember 2021-09-01 2021-09-30 0000879526 wnc:TermLoanCreditAgreementMember wnc:SeniorSecuredCreditFacilityMember 2020-12-31 0000879526 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember 2021-12-31 0000879526 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember 2020-12-31 0000879526 wnc:AccountsPayableAndOtherAccruedLiabilitiesMember 2021-12-31 0000879526 wnc:AccountsPayableAndOtherAccruedLiabilitiesMember 2020-12-31 0000879526 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember 2021-12-31 0000879526 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember 2020-12-31 0000879526 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember 2021-01-01 2021-12-31 0000879526 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember 2020-01-01 2020-12-31 0000879526 us-gaap:CommodityContractMember us-gaap:CashFlowHedgingMember 2019-01-01 2019-12-31 0000879526 srt:MinimumMember 2021-12-31 0000879526 srt:MaximumMember 2021-12-31 0000879526 us-gaap:CommodityContractMember 2021-12-31 0000879526 us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0000879526 us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel2Member 2021-12-31 0000879526 us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0000879526 us-gaap:MutualFundMember 2021-12-31 0000879526 us-gaap:MutualFundMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0000879526 us-gaap:MutualFundMember us-gaap:FairValueInputsLevel2Member 2021-12-31 0000879526 us-gaap:MutualFundMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0000879526 us-gaap:FairValueInputsLevel1Member 2021-12-31 0000879526 us-gaap:FairValueInputsLevel2Member 2021-12-31 0000879526 us-gaap:FairValueInputsLevel3Member 2021-12-31 0000879526 us-gaap:CommodityContractMember 2020-12-31 0000879526 us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel1Member 2020-12-31 0000879526 us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel2Member 2020-12-31 0000879526 us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0000879526 us-gaap:MutualFundMember 2020-12-31 0000879526 us-gaap:MutualFundMember us-gaap:FairValueInputsLevel1Member 2020-12-31 0000879526 us-gaap:MutualFundMember us-gaap:FairValueInputsLevel2Member 2020-12-31 0000879526 us-gaap:MutualFundMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0000879526 us-gaap:FairValueInputsLevel1Member 2020-12-31 0000879526 us-gaap:FairValueInputsLevel2Member 2020-12-31 0000879526 us-gaap:FairValueInputsLevel3Member 2020-12-31 0000879526 wnc:SeniorNotesDue2028Member us-gaap:SeniorNotesMember 2021-12-31 0000879526 wnc:SeniorNotesDue2028Member us-gaap:FairValueInputsLevel1Member us-gaap:SeniorNotesMember 2021-12-31 0000879526 wnc:SeniorNotesDue2028Member us-gaap:FairValueInputsLevel2Member us-gaap:SeniorNotesMember 2021-12-31 0000879526 wnc:SeniorNotesDue2028Member us-gaap:FairValueInputsLevel3Member us-gaap:SeniorNotesMember 2021-12-31 0000879526 wnc:SeniorNotesDue2028Member us-gaap:SeniorNotesMember 2020-12-31 0000879526 wnc:SeniorNotesDue2028Member us-gaap:FairValueInputsLevel1Member us-gaap:SeniorNotesMember 2020-12-31 0000879526 wnc:SeniorNotesDue2028Member us-gaap:FairValueInputsLevel2Member us-gaap:SeniorNotesMember 2020-12-31 0000879526 wnc:SeniorNotesDue2028Member us-gaap:FairValueInputsLevel3Member us-gaap:SeniorNotesMember 2020-12-31 0000879526 wnc:SeniorNotesDue2025Member us-gaap:SeniorNotesMember 2021-12-31 0000879526 wnc:SeniorNotesDue2025Member us-gaap:FairValueInputsLevel1Member us-gaap:SeniorNotesMember 2021-12-31 0000879526 wnc:SeniorNotesDue2025Member us-gaap:FairValueInputsLevel2Member us-gaap:SeniorNotesMember 2021-12-31 0000879526 wnc:SeniorNotesDue2025Member us-gaap:FairValueInputsLevel3Member us-gaap:SeniorNotesMember 2021-12-31 0000879526 wnc:SeniorNotesDue2025Member us-gaap:SeniorNotesMember 2020-12-31 0000879526 wnc:SeniorNotesDue2025Member us-gaap:FairValueInputsLevel1Member us-gaap:SeniorNotesMember 2020-12-31 0000879526 wnc:SeniorNotesDue2025Member us-gaap:FairValueInputsLevel2Member us-gaap:SeniorNotesMember 2020-12-31 0000879526 wnc:SeniorNotesDue2025Member us-gaap:FairValueInputsLevel3Member us-gaap:SeniorNotesMember 2020-12-31 0000879526 us-gaap:FairValueInputsLevel1Member wnc:TermLoanCreditFacilityMember 2021-12-31 0000879526 us-gaap:FairValueInputsLevel2Member wnc:TermLoanCreditFacilityMember 2021-12-31 0000879526 us-gaap:FairValueInputsLevel3Member wnc:TermLoanCreditFacilityMember 2021-12-31 0000879526 us-gaap:FairValueInputsLevel1Member wnc:TermLoanCreditFacilityMember 2020-12-31 0000879526 us-gaap:FairValueInputsLevel2Member wnc:TermLoanCreditFacilityMember 2020-12-31 0000879526 us-gaap:FairValueInputsLevel3Member wnc:TermLoanCreditFacilityMember 2020-12-31 0000879526 us-gaap:RevolvingCreditFacilityMember 2021-12-31 0000879526 us-gaap:FairValueInputsLevel1Member us-gaap:RevolvingCreditFacilityMember 2021-12-31 0000879526 us-gaap:FairValueInputsLevel2Member us-gaap:RevolvingCreditFacilityMember 2021-12-31 0000879526 us-gaap:FairValueInputsLevel3Member us-gaap:RevolvingCreditFacilityMember 2021-12-31 0000879526 us-gaap:RevolvingCreditFacilityMember 2020-12-31 0000879526 us-gaap:FairValueInputsLevel1Member us-gaap:RevolvingCreditFacilityMember 2020-12-31 0000879526 us-gaap:FairValueInputsLevel2Member us-gaap:RevolvingCreditFacilityMember 2020-12-31 0000879526 us-gaap:FairValueInputsLevel3Member us-gaap:RevolvingCreditFacilityMember 2020-12-31 0000879526 us-gaap:StandbyLettersOfCreditMember 2021-12-31 0000879526 wnc:ChassisConverterPoolAgreementsMember 2021-12-31 0000879526 wnc:OmnibusIncentivePlan2017Member 2017-05-18 0000879526 srt:MinimumMember us-gaap:RestrictedStockMember 2021-01-01 2021-12-31 0000879526 srt:MaximumMember us-gaap:RestrictedStockMember 2021-01-01 2021-12-31 0000879526 us-gaap:RestrictedStockMember 2020-12-31 0000879526 us-gaap:RestrictedStockMember 2021-01-01 2021-12-31 0000879526 us-gaap:RestrictedStockMember 2021-12-31 0000879526 us-gaap:RestrictedStockMember 2020-01-01 2020-12-31 0000879526 us-gaap:RestrictedStockMember 2019-01-01 2019-12-31 0000879526 us-gaap:EmployeeStockOptionMember 2021-01-01 2021-12-31 0000879526 us-gaap:EmployeeStockOptionMember 2015-03-01 2021-12-31 0000879526 2021-08-31 0000879526 2021-08-01 2021-08-31 0000879526 2021-07-31 0000879526 us-gaap:PreferredClassAMember 2021-12-31 0000879526 us-gaap:AccumulatedTranslationAdjustmentMember 2018-12-31 0000879526 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2018-12-31 0000879526 us-gaap:AccumulatedTranslationAdjustmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2019-01-01 2019-12-31 0000879526 us-gaap:AccumulatedTranslationAdjustmentMember 2019-12-31 0000879526 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2019-12-31 0000879526 us-gaap:AccumulatedTranslationAdjustmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2020-01-01 2020-12-31 0000879526 us-gaap:AccumulatedTranslationAdjustmentMember 2020-12-31 0000879526 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2020-12-31 0000879526 us-gaap:AccumulatedTranslationAdjustmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2021-01-01 2021-12-31 0000879526 us-gaap:AccumulatedTranslationAdjustmentMember 2021-12-31 0000879526 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2021-12-31 0000879526 2021-08-31 2021-08-31 0000879526 2021-09-01 2021-12-31 0000879526 wnc:PartsServiceSegmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:TransportationSolutionsSegmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:PartsServiceSegmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:IntersegmentEliminationMember 2021-01-01 2021-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:TransportationSolutionsSegmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:PartsServiceSegmentMember 2021-01-01 2021-12-31 0000879526 wnc:PartsServiceSegmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:TransportationSolutionsSegmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:PartsServiceSegmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:IntersegmentEliminationMember 2020-01-01 2020-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:TransportationSolutionsSegmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:PartsServiceSegmentMember 2020-01-01 2020-12-31 0000879526 wnc:TransportationSolutionsSegmentMember 2019-01-01 2019-12-31 0000879526 wnc:PartsServiceSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:TransportationSolutionsSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:PartsServiceSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:IntersegmentEliminationMember 2019-01-01 2019-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:TransportationSolutionsSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:PartsServiceSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:RevenueFromContractWithCustomerMember us-gaap:CustomerConcentrationRiskMember wnc:FiveLargestCustomersMember 2021-01-01 2021-12-31 0000879526 us-gaap:RevenueFromContractWithCustomerMember us-gaap:CustomerConcentrationRiskMember wnc:FiveLargestCustomersMember 2020-01-01 2020-12-31 0000879526 us-gaap:RevenueFromContractWithCustomerMember us-gaap:CustomerConcentrationRiskMember wnc:FiveLargestCustomersMember 2019-01-01 2019-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:NewTrailersMember wnc:TransportationSolutionsSegmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:NewTrailersMember wnc:PartsServiceSegmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:NewTrailersMember 2021-01-01 2021-12-31 0000879526 wnc:NewTrailersMember 2021-01-01 2021-12-31 0000879526 wnc:NewTrailersMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2021-01-01 2021-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:UsedTrailersMember wnc:TransportationSolutionsSegmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:UsedTrailersMember wnc:PartsServiceSegmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:UsedTrailersMember 2021-01-01 2021-12-31 0000879526 wnc:UsedTrailersMember 2021-01-01 2021-12-31 0000879526 wnc:UsedTrailersMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2021-01-01 2021-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:ComponentsPartsandServicesMember wnc:TransportationSolutionsSegmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:ComponentsPartsandServicesMember wnc:PartsServiceSegmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:ComponentsPartsandServicesMember 2021-01-01 2021-12-31 0000879526 wnc:ComponentsPartsandServicesMember 2021-01-01 2021-12-31 0000879526 wnc:ComponentsPartsandServicesMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2021-01-01 2021-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:EquipmentandOtherMember wnc:TransportationSolutionsSegmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:EquipmentandOtherMember wnc:PartsServiceSegmentMember 2021-01-01 2021-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:EquipmentandOtherMember 2021-01-01 2021-12-31 0000879526 wnc:EquipmentandOtherMember 2021-01-01 2021-12-31 0000879526 wnc:EquipmentandOtherMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2021-01-01 2021-12-31 0000879526 us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2021-01-01 2021-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:NewTrailersMember wnc:TransportationSolutionsSegmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:NewTrailersMember wnc:PartsServiceSegmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:NewTrailersMember 2020-01-01 2020-12-31 0000879526 wnc:NewTrailersMember 2020-01-01 2020-12-31 0000879526 wnc:NewTrailersMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2020-01-01 2020-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:UsedTrailersMember wnc:TransportationSolutionsSegmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:UsedTrailersMember wnc:PartsServiceSegmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:UsedTrailersMember 2020-01-01 2020-12-31 0000879526 wnc:UsedTrailersMember 2020-01-01 2020-12-31 0000879526 wnc:UsedTrailersMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2020-01-01 2020-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:ComponentsPartsandServicesMember wnc:TransportationSolutionsSegmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:ComponentsPartsandServicesMember wnc:PartsServiceSegmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:ComponentsPartsandServicesMember 2020-01-01 2020-12-31 0000879526 wnc:ComponentsPartsandServicesMember 2020-01-01 2020-12-31 0000879526 wnc:ComponentsPartsandServicesMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2020-01-01 2020-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:EquipmentandOtherMember wnc:TransportationSolutionsSegmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:EquipmentandOtherMember wnc:PartsServiceSegmentMember 2020-01-01 2020-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:EquipmentandOtherMember 2020-01-01 2020-12-31 0000879526 wnc:EquipmentandOtherMember 2020-01-01 2020-12-31 0000879526 wnc:EquipmentandOtherMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2020-01-01 2020-12-31 0000879526 us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2020-01-01 2020-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:NewTrailersMember wnc:TransportationSolutionsSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:NewTrailersMember wnc:PartsServiceSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:NewTrailersMember 2019-01-01 2019-12-31 0000879526 wnc:NewTrailersMember 2019-01-01 2019-12-31 0000879526 wnc:NewTrailersMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2019-01-01 2019-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:UsedTrailersMember wnc:TransportationSolutionsSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:UsedTrailersMember wnc:PartsServiceSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:UsedTrailersMember 2019-01-01 2019-12-31 0000879526 wnc:UsedTrailersMember 2019-01-01 2019-12-31 0000879526 wnc:UsedTrailersMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2019-01-01 2019-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:ComponentsPartsandServicesMember wnc:TransportationSolutionsSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:ComponentsPartsandServicesMember wnc:PartsServiceSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:ComponentsPartsandServicesMember 2019-01-01 2019-12-31 0000879526 wnc:ComponentsPartsandServicesMember 2019-01-01 2019-12-31 0000879526 wnc:ComponentsPartsandServicesMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2019-01-01 2019-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:EquipmentandOtherMember wnc:TransportationSolutionsSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:OperatingSegmentsMember wnc:EquipmentandOtherMember wnc:PartsServiceSegmentMember 2019-01-01 2019-12-31 0000879526 us-gaap:IntersegmentEliminationMember wnc:EquipmentandOtherMember 2019-01-01 2019-12-31 0000879526 wnc:EquipmentandOtherMember 2019-01-01 2019-12-31 0000879526 wnc:EquipmentandOtherMember us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2019-01-01 2019-12-31 0000879526 us-gaap:RevenueFromContractWithCustomerMember us-gaap:ProductConcentrationRiskMember 2019-01-01 2019-12-31 0000879526 wnc:ExtractTechnologyMember 2021-04-01 2021-06-30 0000879526 2021-01-01 2021-03-31 0000879526 2020-10-01 2020-12-31 0000879526 2020-04-01 2020-06-30 0000879526 2021-07-01 2021-09-30 0000879526 2021-10-01 2021-12-31 0000879526 2020-01-01 2020-03-31 0000879526 2020-07-01 2020-09-30 0000879526 2019-01-01 2019-03-31 0000879526 2019-04-01 2019-06-30 0000879526 2019-07-01 2019-09-30 0000879526 2019-10-01 2019-12-31 iso4217:USD shares iso4217:USD shares wnc:segment pure false 2021 FY 0000879526 P3Y P1Y P1Y http://fasb.org/us-gaap/2021-01-31#OtherAssetsNoncurrent http://fasb.org/us-gaap/2021-01-31#OtherAssetsNoncurrent http://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrent http://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrent http://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesNoncurrent P1Y 10-K true 2021-12-31 --12-31 false 001-10883 WABASH NATIONAL CORPORATION DE 52-1375208 3900 McCarty Lane Lafayette IN 47905 765 771-5310 Common Stock, $.01 Par Value WNC NYSE Yes No Yes Yes Large Accelerated Filer false false true false 798392496 48755516 Part III of this Form 10-K incorporates by reference certain portions of the registrant’s Proxy Statement for its Annual Meeting of Stockholders to be filed within 120 days after December 31, 2021. 42 Ernst & Young LLP Indianapolis, Indiana 71778000 217677000 176511000 101301000 237621000 163750000 43795000 63036000 529705000 545764000 232425000 209676000 188443000 199560000 114441000 166887000 42057000 39583000 1107071000 1161470000 0 0 59000 348000 173950000 104425000 115316000 130980000 289325000 235753000 428315000 447979000 0 30000 36019000 46777000 27873000 26052000 781532000 756591000 0.01 0.01 200000000 200000000 48954482 52536482 759000 755000 653978000 644695000 92111000 107233000 859000 7633000 27013275 23004607 422168000 355437000 325539000 404879000 1107071000 1161470000 1803268000 1481889000 2319136000 1606801000 1322135000 2012754000 196467000 159754000 306382000 88807000 92740000 108274000 23691000 25080000 34851000 22858000 21981000 20471000 27569000 105561000 0 33542000 -85608000 142786000 23128000 24194000 27340000 -9124000 588000 2285000 -32252000 -23606000 -25055000 1290000 -109214000 117731000 126000 -11802000 28156000 1164000 -97412000 89575000 0.02 -1.84 1.64 0.02 -1.84 1.62 50684000 52945000 54695000 51608000 52945000 55290000 0.32 0.32 0.32 1164000 -97412000 89575000 193000 -316000 712000 -6967000 11927000 -1347000 -6774000 11611000 -635000 -5610000 -85801000 88940000 55135788 744000 629039000 150244000 -3343000 -302835000 473849000 89575000 89575000 712000 712000 319430 5000 9031000 9036000 2072798 33707000 33707000 17978000 17978000 -1347000 -1347000 91200 1000 847000 848000 53473620 750000 638917000 221841000 -3978000 -336542000 520988000 -97412000 -97412000 -316000 -316000 212009 4000 4506000 4510000 1262459 18895000 18895000 17196000 17196000 11927000 11927000 113312 1000 1272000 1273000 52536482 755000 644695000 107233000 7633000 -355437000 404879000 1164000 1164000 193000 193000 145118 2000 7057000 7059000 3927900 66731000 66731000 16286000 16286000 -6967000 -6967000 200782 2000 2226000 2228000 48954482 759000 653978000 92111000 859000 -422168000 325539000 1164000 -97412000 89575000 25984000 25989000 21886000 22858000 21981000 20471000 1594000 1567000 109000 -9504000 -396000 -165000 -8147000 5016000 3420000 7059000 4509000 9036000 1082000 1112000 1045000 29163000 107114000 0 80879000 -71436000 -8327000 74804000 -21099000 2510000 -8570000 2875000 3809000 54862000 -28266000 -817000 2292000 4398000 396000 -7470000 124134000 146284000 49105000 20131000 37645000 22029000 17115000 785000 -27076000 -3016000 -36860000 2228000 1273000 848000 16435000 17324000 17797000 50823000 45794000 619000 17788000 45794000 619000 319000 327000 308000 400000000 0 0 315000000 10000000 0 0 148500000 0 138835000 146393000 50470000 9296000 791000 164000 66731000 18895000 33707000 -111353000 -43957000 -101598000 -145899000 77161000 7826000 217677000 140516000 132690000 71778000 217677000 140516000 22040000 23411000 26234000 -467000 -4670000 20379000 DESCRIPTION OF THE BUSINESS<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Wabash National Corporation (the “Company” or “Wabash”) 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 processing equipment. This diversification has been achieved through acquisitions, organic growth, and product innovation.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The One Wabash organizational transformation began during the first quarter of 2020 to better align resources and processes on serving the customer and to enable long-term growth. In connection with the substantial completion of the Company’s One Wabash strategic initiatives, including organizational and structural changes as well as portfolio rationalization, beginning in September 2021 the Company realigned its operating and reportable segments based on how the Chief Operating Decision Maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this realignment, the Company has established two operating and reportable segments: Transportation Solutions (“TS”) and Parts &amp; Services (“P&amp;S”), and eliminated the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) segments. Accordingly, historical segment operating information and disclosures have been revised to conform to the current period segment presentation. Refer to Note 19 for additional discussion regarding segments and to Note 5 for the impact thereof to the evaluation of recorded goodwill balances.</span></div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As further described in Item 1 of this Annual Report on Form 10-K, on January 10, 2022, the Company completed its review and approval of its plan for rebranding as Wabash</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span>. As part of the planning process, the Company assessed its usage of trade names and brand names in connection with the long-term growth strategy as One Wabash. Under the plan as approved, the Company no longer plans to use certain trade names or brand names, and will predominantly use Wabash (or variations thereof) to refer to the Company. Refer to Note 5 for additional details regarding non-cash impairment charges related to trade name and trademark intangible assets as a result of the Company’s rebranding. 2 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Basis of Consolidation.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Reclassifications.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Certain prior period amounts have been reclassified to conform to the current year presentation.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Use of Estimates.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cash and Cash Equivalents. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the time of purchase.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounts Receivable.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Selling </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> General and administrative expenses</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations. The following table presents the changes in expected losses (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:56.524%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.538%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Years ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at beginning of year</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">536 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">670 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">665 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected losses</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">362 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">282 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Write-offs, net of recoveries</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(117)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(496)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(277)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at end of year</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">429 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">536 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">670 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Inventories. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Prepaid Expenses and Other. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prepaid expenses and other as of December 31, 2021 and 2020 consists of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:70.894%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Chassis converter pool agreements</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,185 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,767 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax receivables</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,386 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,073 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Insurance premiums &amp; maintenance/subscription agreements</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,290 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,384 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Assets held for sale</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">350 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,897 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commodity swap contracts</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,963 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,750 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">All other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,621 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,165 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,795 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63,036 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales to the manufacturer’s dealers. Assets held for sale are related to property, plant, and equipment assets that are unused, are actively being marketed for sale, and for which sale is expected within the next 12 months. As further described in Note 10, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. Other items primarily consist of contract assets related to contracts for which the Company recognizes revenue on an over time basis and investments held by the Company’s captive insurance subsidiary. As of December 31, 2021 and 2020, there was no restricted cash included in prepaid expenses and other current assets.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Property, Plant and Equipment.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Goodwill. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangibles - Goodwill and Other</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative process.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, goodwill allocated to the TS and P&amp;S segments was approximately $120.5 million and $67.9 million, respectively. Because of the recency and lack of changes with respect to market conditions and data assumptions used in the quantitative assessment performed in connection with the segment realignment discussed in more detail in Note 5, during the fourth quarter of 2021 the Company completed its annual goodwill impairment test using a qualitative assessment. As part of the qualitative analysis, the Company considered 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 fair value analysis for each reporting unit (performed in connection with the segment realignment).</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarters of 2020 and 2019, the Company completed its annual goodwill impairment test using the quantitative assessment. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Except for the impairment charges during the first quarter of 2020, 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:115%">Long-Lived Assets.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:115%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As further described in Note 5, in connection with the Company’s rebranding initiative the Company recorded non-cash impairment charges of approximately $28.3 million during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Technology divestiture. In addition, net intangible assets of approximately $1.1 million were written-off during the fourth quarter of 2020 in connection with the Beall</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> divestiture.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other Assets.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMDMvZnJhZzpjNmRkYjY5MWM2YTg0N2IyOGIyZTRlODVjZDQ2YjljMy90ZXh0cmVnaW9uOmM2ZGRiNjkxYzZhODQ3YjI4YjJlNGU4NWNkNDZiOWMzXzEwNjk2_432bad32-8120-4e5c-aa9a-a66b94c710c9">three</span> to seven years. As of December 31, 2021 and 2020, the Company had software costs, net of amortization, of $4.2 million and $6.1 million, respectively. Amortization expense for 2021, 2020, and 2019 was $1.7 million, $2.0 million, and $1.7 million, respectively.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Warranties.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company offers a limited warranty for its products with a coverage period that ranges between <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMDMvZnJhZzpjNmRkYjY5MWM2YTg0N2IyOGIyZTRlODVjZDQ2YjljMy90ZXh0cmVnaW9uOmM2ZGRiNjkxYzZhODQ3YjI4YjJlNGU4NWNkNDZiOWMzXzEwOTg4_55b9ca51-4118-491a-b8a6-612135f9bb2e">one</span> and five years, except that the coverage period for DuraPlate</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the changes in the product warranty accrual included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other accrued liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:70.894%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of January 1</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,570 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,575 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for warranties issued in current year</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,061 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,334 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net adjustment to warranty accrual</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(170)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(228)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,416)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,111)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,045 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,570 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Self Insured Liabilities.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the changes in the self-insurance accrual included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other accrued liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:70.935%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.516%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.517%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of January 1</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,086 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,934 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expense</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,941 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,612 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34,875)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(48,460)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,152 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,086 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Income Taxes. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Used Trailer Trade Commitments.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company may accept trade-in of used trailers when a customer enters into a contract to purchase a new trailer. However, in the contracts for the sale of the new trailers, there is no commitment to repurchase that trailer or a similar trailer in the future. The Company had no outstanding trade commitments as of December 31, 2021 and December 31, 2020. 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Concentration of Credit Risk. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Research and Development.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Research and development expenses are charged to </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Cost of sales </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> General and administrative expenses</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations as incurred and were $13.6 million, $21.9 million, and $19.5 million in 2021, 2020, and 2019, respectively.</span></div> 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. Certain prior period amounts have been reclassified to conform to the current year presentation. 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 include all highly liquid investments with a maturity of three months or less at the time of purchase. <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Selling </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> General and administrative expenses</span> in the Consolidated Statements of Operations. The following table presents the changes in expected losses (in thousands):<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:56.524%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.538%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Years ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at beginning of year</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">536 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">670 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">665 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected losses</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">362 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">282 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Write-offs, net of recoveries</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(117)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(496)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(277)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at end of year</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">429 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">536 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">670 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 536000 670000 665000 10000 362000 282000 117000 496000 277000 429000 536000 670000 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 as of December 31, 2021 and 2020 consists of the following (in thousands):<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:70.894%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Chassis converter pool agreements</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,185 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,767 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax receivables</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,386 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,073 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Insurance premiums &amp; maintenance/subscription agreements</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,290 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,384 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Assets held for sale</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">350 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,897 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commodity swap contracts</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,963 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,750 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">All other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,621 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,165 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,795 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">63,036 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 18185000 17767000 10386000 18073000 3290000 4384000 350000 1897000 7963000 13750000 3621000 7165000 43795000 63036000 Chassis converter pool agreements represent chassis transferred to the Company on a restricted basis by the manufacturer, who retains the sole authority to authorize commencement of work on the chassis and to make certain other decisions with respect to the chassis including the terms and pricing of sales to the manufacturer’s dealers. Assets held for sale are related to property, plant, and equipment assets that are unused, are actively being marketed for sale, and for which sale is expected within the next 12 months. As further described in Note 10, commodity swap contracts relate to our hedging activities (that are in an asset position) to mitigate the risks associated with fluctuations in commodity prices. Insurance premiums and maintenance/subscription agreements are charged to expense over the contractual life, which is generally one year or less. Other items primarily consist of contract assets related to contracts for which the Company recognizes revenue on an over time basis and investments held by the Company’s captive insurance subsidiary. 0 0 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. 33 years three ten years <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangibles - Goodwill and Other</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, goodwill is reviewed for impairment utilizing either a qualitative assessment or a quantitative process.</span><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, goodwill allocated to the TS and P&amp;S segments was approximately $120.5 million and $67.9 million, respectively. Because of the recency and lack of changes with respect to market conditions and data assumptions used in the quantitative assessment performed in connection with the segment realignment discussed in more detail in Note 5, during the fourth quarter of 2021 the Company completed its annual goodwill impairment test using a qualitative assessment. As part of the qualitative analysis, the Company considered 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 fair value analysis for each reporting unit (performed in connection with the segment realignment).</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarters of 2020 and 2019, the Company completed its annual goodwill impairment test using the quantitative assessment. </span></div>Except for the impairment charges during the first quarter of 2020, 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. 120500000 67900000 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. 28300000 1300000 1100000 The Company capitalizes the cost of computer software developed or obtained for internal use. Capitalized software is amortized using the straight-line method over <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMDMvZnJhZzpjNmRkYjY5MWM2YTg0N2IyOGIyZTRlODVjZDQ2YjljMy90ZXh0cmVnaW9uOmM2ZGRiNjkxYzZhODQ3YjI4YjJlNGU4NWNkNDZiOWMzXzEwNjk2_432bad32-8120-4e5c-aa9a-a66b94c710c9">three</span> to seven years. P7Y 4200000 6100000 1700000 2000000 1700000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company offers a limited warranty for its products with a coverage period that ranges between <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMDMvZnJhZzpjNmRkYjY5MWM2YTg0N2IyOGIyZTRlODVjZDQ2YjljMy90ZXh0cmVnaW9uOmM2ZGRiNjkxYzZhODQ3YjI4YjJlNGU4NWNkNDZiOWMzXzEwOTg4_55b9ca51-4118-491a-b8a6-612135f9bb2e">one</span> and five years, except that the coverage period for DuraPlate</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span> P5Y P10Y <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the changes in the product warranty accrual included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other accrued liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:70.894%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of January 1</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,570 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,575 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for warranties issued in current year</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,061 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,334 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net adjustment to warranty accrual</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(170)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(228)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payments</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,416)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,111)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,045 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,570 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 20570000 22575000 5061000 4334000 -170000 -228000 3416000 6111000 22045000 20570000 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. <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the changes in the self-insurance accrual included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other accrued liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:70.935%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.516%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.517%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of January 1</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,086 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,934 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expense</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,941 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,612 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34,875)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(48,460)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,152 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,086 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 12086000 12934000 33941000 47612000 34875000 48460000 11152000 12086000 The Company determines its provision or benefit for income taxes under the asset and liability method. The asset and liability method measures the expected tax impact at current enacted rates of future taxable income or deductions resulting from differences in the tax and financial reporting basis of assets and liabilities reflected in the Consolidated Balance Sheets. Future tax benefits of tax losses and credit carryforwards are recognized as deferred tax assets. Deferred tax assets are reduced by a valuation allowance to the extent management determines that it is more-likely-than-not the Company would not realize the value of these assets.The Company accounts for income tax contingencies by prescribing a “more-likely-than-not” recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company may accept trade-in of used trailers when a customer enters into a contract to purchase a new trailer. However, in the contracts for the sale of the new trailers, there is no commitment to repurchase that trailer or a similar trailer in the future. The Company had no outstanding trade commitments as of December 31, 2021 and December 31, 2020. 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. 0 0 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. <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Research and development expenses are charged to </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Cost of sales </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> General and administrative expenses</span> in the Consolidated Statements of Operations as incurred 13600000 21900000 19500000 NEW ACCOUNTING PRONOUNCEMENTSIn March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. ASU No. 2020-04 is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt this standard when LIBOR is discontinued. The Company is evaluating the impact the new standard will have on our consolidated financial statements and related disclosures but does not anticipate a material impact. In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. These amendments are not applicable to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. ASU No. 2020-04 is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt this standard when LIBOR is discontinued. The Company is evaluating the impact the new standard will have on our consolidated financial statements and related disclosures but does not anticipate a material impact. REVENUE RECOGNITION<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Net sales</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> and the associated costs included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Cost of sales</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations. For shipping and handling costs that take place after the transfer of control, the Company applies the practical expedient and treats it as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense. For performance obligations satisfied over time, which include certain equipment-related sales within our Parts &amp; Services 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other accrued liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div> <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Net sales</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> and the associated costs included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Cost of sales</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations. For shipping and handling costs that take place after the transfer of control, the Company applies the practical expedient and treats it as a fulfillment cost. Incidental items that are immaterial in the context of the contract are recognized as expense. For performance obligations satisfied over time, which include certain equipment-related sales within our Parts &amp; Services 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other accrued liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div> GOODWILL AND OTHER INTANGIBLE ASSETS<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Segment Realignment</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As further described in Note 19, beginning in September 2021 the Company realigned its operating and reportable segments. Based on these changes, the Company has established two operating and reportable segments: Transportation Solutions (“TS”) and Parts &amp; Services (“P&amp;S”). These operating and reportable segments have also been determined to be the applicable reporting units for purposes of goodwill assignment and evaluation. In accordance with the relevant accounting guidance, the Company performed a quantitative impairment assessment of goodwill immediately prior to and subsequently following the change in segments and reporting units. The quantitative analyses did not result in any impairment charges as the fair value of each reporting unit exceeded the carrying value. In addition, as part of the change in segment structure, the Company reassigned goodwill from the historical Commercial Trailer Products (“CTP”), Diversified Products (“DPG”), and Final Mile Products (“FMP”) reporting units to the TS and P&amp;S reporting units using a relative fair value allocation approach as required by the relevant accounting guidance. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Reassigned goodwill balances and related activity are shown in the table below. The goodwill impact related to the divestiture of Beall</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-style:italic;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> during the fourth quarter of 2020 was only allocated and related to the TS segment, and the divestiture of Extract</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-style:italic;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (as discussed below) during the second quarter of 2021 only related to and was only assigned to the P&amp;S segment. The first quarter of 2020 impairment charges for the historical FMP and Tank Trailers reporting units were allocated on a relative fair value basis as the impairment related to both the TS and P&amp;S segments. The historical CTP reporting unit impairment charge in 2016 related only to the P&amp;S segment and was assigned accordingly. The effects of foreign currency were allocated on a relative fair value basis as these effects relate to both segments.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Goodwill and Related Impairment Assessments</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, goodwill allocated to the TS and P&amp;S segments was approximately $120.5 million and $67.9 million, respectively. Because of the recency and lack of changes with respect to market conditions and data assumptions used in the quantitative assessment performed in connection with the segment realignment discussed above, during the fourth quarter of 2021 the Company completed its annual goodwill impairment test using a qualitative assessment. As part of the qualitative analysis, the Company considered 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 fair value analysis for each reporting unit (performed in connection with the segment realignment).</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarters of 2020 and 2019, the Company completed its annual goodwill impairment test using the quantitative assessment. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Except for the impairment charges during the first quarter of 2020, 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">As further described in Note 20, during the second quarter of 2021, the Company sold its Extract Technology</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:115%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%"> (“Extract”) business that manufactured 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. Prior to the divestiture, Extract was an operating unit within the historical DPG reporting unit. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill was included in the carrying value of the disposed assets and the resulting net gain recognized in connection with the sale. Prior to and subsequent to the divestiture, the Company performed an impairment assessment for the historical DPG reporting unit and concluded the fair value of the reporting unit continued to exceed the carrying value.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition, as further described in Note 20, during the fourth quarter of 2020 the Company sold its Beall</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> brand of tank trailers and associated assets. Prior to the divestiture Beall</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:115%">Impairment and other, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%"> in the Consolidated Statements of Operations.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the years ended December 31, 2021, 2020, and 2019, the changes in the carrying amounts of goodwill were as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:85.087%"><tr><td style="width:1.0%"/><td style="width:49.243%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.879%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.659%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.879%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.659%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:14.881%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Transportation Solutions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Parts &amp; Services</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Goodwill</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">193,488 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119,201 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">312,689 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Accumulated impairment losses</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,663)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,663)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net balance at December 31, 2019</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">193,488 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117,538 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">311,026 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Goodwill impairments</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(68,257)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38,480)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(106,737)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impact of divestiture on goodwill</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,685)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,685)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Effects of foreign currency</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(44)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at December 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">188,775 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119,185 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">307,960 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Accumulated impairment losses</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(68,257)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,143)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(108,400)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net balance as of December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120,518 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,042 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">199,560 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impact of divestiture on goodwill</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,101)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,101)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 6.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Effects of foreign currency </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">188,764 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108,079 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">296,843 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 1.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Accumulated impairment losses</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(68,257)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,143)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(108,400)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net balance as of December 31, 2021</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120,507 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67,936 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">188,443 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><span><br/></span></div><div style="margin-bottom:6pt;margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangible Assets</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As further described throughout this Annual Report on Form 10-K, on January 10, 2022, the Company completed its review and approval of its plan for rebranding as Wabash</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. As part of the planning process, the Company assessed its usage of trade names and brand names in connection with the long-term growth strategy as One Wabash. Under the plan as approved, the Company no longer plans to use certain trade names or brand names, and will predominantly use Wabash (or variations thereof) to refer to the Company. The decision resulted in non-cash impairment charges of approximately $28.3 million (of which approximately $25.6 million related to the TS segment and $2.7 million to the P&amp;S segment) during the fourth quarter of 2021 related to trade name and trademark intangible assets due to the significant reduction in the related useful lives of these assets. The impairment charges are included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Impairment and other, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible asset amortization expense was $22.9 million, $22.0 million, and $20.5 million for 2021, 2020, and 2019, respectively. Annual intangible asset amortization expense for the next 5 fiscal years is estimated to be $14.9 million in 2022; $12.5 million in 2023; $12.3 million in 2024; $11.4 million in 2025; and $10.7 million in 2026. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> divestiture. In addition, net intangible assets of approximately $1.1 million were written-off during the fourth quarter of 2020 in connection with the Beall</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> divestiture.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, the balances of intangible assets, other than goodwill, were as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:42.155%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.538%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average<br/>Amortization Period</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Gross Intangible<br/>Assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net Intangible<br/>Assets</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade names and trademarks</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">N/A</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 years</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">270,016 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(157,852)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">112,164 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Technology</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,708 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,431)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,277 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">281,724 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(167,283)</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114,441 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, the balances of intangible assets, other than goodwill, were as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.415%"><tr><td style="width:1.0%"/><td style="width:41.988%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.579%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average<br/>Amortization Period</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Gross Intangible<br/>Assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net Intangible<br/>Assets</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade names and trademarks</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51,481 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19,975)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,506 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 years</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">276,973 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(145,356)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">131,617 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Technology</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,828 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,064)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,764 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">341,282 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(174,395)</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166,887 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 2 2 120500000 67900000 -11100000 4700000 95800000 11000000 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the years ended December 31, 2021, 2020, and 2019, the changes in the carrying amounts of goodwill were as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:85.087%"><tr><td style="width:1.0%"/><td style="width:49.243%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.879%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.659%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.879%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.659%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:14.881%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Transportation Solutions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Parts &amp; Services</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Goodwill</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">193,488 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119,201 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">312,689 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Accumulated impairment losses</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,663)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,663)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net balance at December 31, 2019</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">193,488 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117,538 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">311,026 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Goodwill impairments</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(68,257)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38,480)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(106,737)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impact of divestiture on goodwill</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,685)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,685)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Effects of foreign currency</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(44)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at December 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">188,775 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119,185 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">307,960 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Accumulated impairment losses</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(68,257)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,143)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(108,400)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net balance as of December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120,518 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,042 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">199,560 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impact of divestiture on goodwill</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,101)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,101)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 6.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Effects of foreign currency </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">188,764 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108,079 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">296,843 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 1.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Accumulated impairment losses</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(68,257)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,143)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(108,400)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net balance as of December 31, 2021</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120,507 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67,936 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">188,443 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 193488000 119201000 312689000 0 1663000 1663000 193488000 117538000 311026000 68257000 38480000 106737000 4685000 0 4685000 -28000 -16000 -44000 188775000 119185000 307960000 68257000 40143000 108400000 120518000 79042000 199560000 0 11101000 11101000 -11000 -5000 -16000 188764000 108079000 296843000 68257000 40143000 108400000 120507000 67936000 188443000 28300000 25600000 2700000 22900000 22000000 20500000 14900000 12500000 12300000 11400000 10700000 1300000 1100000 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, the balances of intangible assets, other than goodwill, were as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:42.155%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.538%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average<br/>Amortization Period</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Gross Intangible<br/>Assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net Intangible<br/>Assets</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade names and trademarks</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">N/A</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 years</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">270,016 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(157,852)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">112,164 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Technology</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,708 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,431)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,277 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">281,724 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(167,283)</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114,441 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, the balances of intangible assets, other than goodwill, were as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.415%"><tr><td style="width:1.0%"/><td style="width:41.988%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.579%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average<br/>Amortization Period</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Gross Intangible<br/>Assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Net Intangible<br/>Assets</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Trade names and trademarks</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51,481 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19,975)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,506 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 years</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">276,973 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(145,356)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">131,617 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Technology</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,828 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,064)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,764 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">341,282 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(174,395)</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166,887 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 0 0 P13Y 270016000 157852000 112164000 P12Y 11708000 9431000 2277000 281724000 167283000 114441000 P20Y 51481000 19975000 31506000 P13Y 276973000 145356000 131617000 P12Y 12828000 9064000 3764000 341282000 174395000 166887000 INVENTORIES<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Inventories, net of reserves, consist of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:70.935%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.516%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.517%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Raw materials and components</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">174,915 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">99,418 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finished goods</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,933 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,695 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Work in progress</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,133 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,592 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Used trailers</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">737 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,478 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Aftermarket parts</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,903 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,567 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">237,621 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">163,750 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Inventories, net of reserves, consist of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:70.935%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.516%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.517%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Raw materials and components</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">174,915 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">99,418 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finished goods</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,933 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,695 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Work in progress</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,133 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,592 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Used trailers</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">737 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,478 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Aftermarket parts</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,903 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,567 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">237,621 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">163,750 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 174915000 99418000 42933000 44695000 14133000 11592000 737000 1478000 4903000 6567000 237621000 163750000 PROPERTY, PLANT, AND EQUIPMENT<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Depreciation expense on property, plant, and equipment, which is recorded in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Cost of sales</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> and </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">General and administrative expenses</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations, as appropriate, was $24.3 million, $24.0 million, and $20.2 million in 2021, 2020, and 2019, respectively, and includes depreciation of assets recorded in connection with the Company’s finance lease agreements. As of December 31, 2021 and 2020, the assets related to the Company’s finance lease agreements are recorded within </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Property, plant and equipment, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Balance Sheets in the amount of $2.7 million and $2.8 million, respectively, net of accumulated depreciation of $2.0 million and $1.8 million, respectively.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 20 for information related to property, plant, and equipment sales and impairment charges.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property, plant and equipment, net consist of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:70.935%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.516%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.517%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Land</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,098 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38,886 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings and building improvements</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">150,000 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149,364 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Machinery and equipment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">313,744 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">309,063 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Construction in progress</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,505 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,349 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">550,347 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">506,662 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: accumulated depreciation</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(317,922)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(296,986)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">232,425 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">209,676 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 24300000 24000000 20200000 2700000 2800000 2000000 1800000 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property, plant and equipment, net consist of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:70.935%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.516%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.517%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Land</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,098 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38,886 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings and building improvements</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">150,000 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149,364 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Machinery and equipment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">313,744 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">309,063 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Construction in progress</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,505 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,349 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">550,347 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">506,662 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: accumulated depreciation</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(317,922)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(296,986)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">232,425 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">209,676 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 41098000 38886000 150000000 149364000 313744000 309063000 45505000 9349000 550347000 506662000 317922000 296986000 232425000 209676000 OTHER ACCRUED LIABILITIES<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the major components of </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other accrued liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:70.894%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer deposits</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,646 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,792 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Chassis converter pool agreements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,185 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,767 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Warranty</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,045 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,570 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payroll and related taxes</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,679 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,163 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Self-insurance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,152 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,086 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,288 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,368 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease obligations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,507 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued taxes</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,425 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,790 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">All other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,389 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,327 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">115,316 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">130,980 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the major components of </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other accrued liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:70.894%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer deposits</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,646 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,792 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Chassis converter pool agreements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,185 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,767 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Warranty</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,045 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,570 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payroll and related taxes</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,679 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,163 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Self-insurance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,152 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,086 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,288 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,368 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease obligations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,507 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued taxes</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,425 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,790 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">All other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,389 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,327 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">115,316 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">130,980 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 17646000 37792000 18185000 17767000 22045000 20570000 15679000 16163000 11152000 12086000 4288000 4368000 3507000 4117000 8425000 4790000 14389000 13327000 115316000 130980000 LONG-TERM DEBT<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-term debt consists of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:70.894%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Senior Notes due 2028</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">400,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Senior Notes due 2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">315,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">New Term Loan Credit Agreement</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138,835 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revolving Credit Agreement</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,035 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">433,035 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">453,835 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: unamortized discount and fees</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,720)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,856)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: current portion</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">428,315 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">447,979 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Senior Notes due 2028</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On October 6, 2021, the Company closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes due 2028 (the “New Senior Notes”). The New Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among the Company, certain subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Indenture”). The New Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2022. The New Senior Notes will mature on October 15, 2028. At any time prior to October 15, 2024, the Company may redeem some or all of the New Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the New Senior Notes being redeemed plus an applicable make-whole premium set forth in the Indenture and accrued and unpaid interest to, but not including, the redemption date.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to October 15, 2024, the Company may redeem up to 40% of the New Senior Notes at a redemption price of 104.500% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the proceeds of certain equity offerings so long as if, after any such redemption occurs, at least 60% of the aggregate principal amount of the New Senior Notes remain outstanding. On and after October 15, 2024, the Company may redeem some or all of the New Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 102.250% for the twelve-month period beginning on October 15, 2024, 101.125% for the twelve-month period beginning October 15, 2025 and 100.000% beginning on October 15, 2026, plus accrued and unpaid interest to, but not including, the redemption date. Upon the occurrence of a Change of Control (as defined in the Indenture), unless the Company has exercised its optional redemption right in respect of the New Senior Notes, the holders of the New Senior Notes will have the right to require the Company to repurchase all or a portion of the New Senior Notes at a price equal to 101% of the aggregate principal amount of the New Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The New 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 New Senior Notes and related guarantees are the Company’s and the Guarantors’ general unsecured senior obligations and will be subordinated to all of the Company and the Guarantors’ existing and future secured debt to the extent of the assets securing that secured obligation. In addition, the New Senior Notes are structurally subordinated to any existing and future debt of any of the Company’s subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subject to a number of exceptions and qualifications, the Indenture restricts the Company’s ability and the ability of certain of its subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, its capital stock or with respect to any other interest or participation in, or measured by, its profits; (iii) make loans and certain investments; (iv) sell assets; (v) create or incur liens; (vi) enter into transactions with affiliates; and (vii) consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During any time when the New Senior Notes are rated investment grade by at least two of Moody’s, Fitch and Standard &amp; Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will be suspended and the Company and its subsidiaries will cease to be subject to such covenants during such period.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Indenture contains customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the New 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, 2021, the Company was in compliance with all covenants.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The sale of the New Senior Notes resulted in net proceeds to the Company of approximately $395 million, after deducting financing fees and other offering expenses. The Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Senior Notes due 2025, to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement, and to pay all related fees and expenses. Debt extinguishment charges totaling $9.1 million were recorded during the fourth quarter of 2021 in connection with the redemption in full of the Senior Notes due 2025 and the repayment in full of the outstanding borrowing under the New Term Loan Credit Agreement. The loss on debt extinguishment charges are included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Company’s Consolidated Statements of Operations.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Contractual coupon interest expense and accretion of fees for the New Senior Notes for the year ended December 31, 2021 were $4.3 million and $0.1 million, respectively, and are included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Interest expense</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Company’s Consolidated Statements of Operations.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Senior Notes due 2025</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On September 26, 2017, the Company issued Senior Notes due 2025 (the “Old 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 Old Senior Notes bore interest at the rate of 5.50% per annum from the date of issuance, and required interest to be paid 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 Old Senior Notes to finance a portion of the acquisition of Supreme and to pay related fees and expenses.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Old Senior Notes were scheduled to mature on October 1, 2025. At any time prior to October 1, 2020, the Company could have redeemed some or all of the Old Senior Notes for cash at a redemption price equal to 100% of the aggregate principal amount of the Old Senior Notes being redeemed plus an applicable make-whole premium set forth in the indenture for the Old 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 40% of the Old 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 the aggregate principal amount of the Old Senior Notes remained outstanding. On and after October 1, 2020, the Company could have redeemed some or all of the Old 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 Old Senior Notes), unless the Company had exercised its optional redemption right in respect of the Old Senior Notes, the holders of the Old Senior Notes would have had the right to require the Company to repurchase all or a portion of the Old Senior Notes at a price equal to 101% of the aggregate principal amount of the Old Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Old Senior Notes were guaranteed on a senior unsecured basis by all direct and indirect existing and future domestic restricted subsidiaries, subject to certain restrictions. The Old Senior Notes and related guarantees were 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 Old Senior Notes were 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The indenture for the Old Senior Notes restricted 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 were subject to a number of important exceptions and qualifications. During any time when the Old Senior Notes were rated investment grade by Moody’s Investors Service, Inc. and Standard &amp; Poor’s Ratings Services and no event of default had occurred or was continuing, many of such covenants would have been suspended and the Company and its subsidiaries would not have been subject to such covenants during such period.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The indenture for the Old Senior Notes contained 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 were to have occurred and continued, the principal amount of the Old Senior Notes, plus accrued and unpaid interest, if any, may have been declared immediately due and payable. These amounts would have automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurred.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As described above, in October 2021 the Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to fund the redemption in full of the Old Senior Notes. Contractual coupon interest expense and accretion of discount and fees for the Old Senior Notes for the years ended December 31, 2021, 2020 and 2019, was $13.8 million, $18.6 million and $18.5 million, respectively and is included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Interest expense</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> on the Company’s Consolidated Statements of Operations.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the third quarter of 2020, the Company repaid $10.0 million of the Old Senior Notes utilizing net proceeds from the closure of the new term loan credit agreement, which is described in more detail below.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Revolving Credit Agreement</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 21, 2018, the Company entered into the Second Amended and Restated Credit Agreement (the “Second Amended and Restated 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On September 28, 2020, the Company entered into the First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”) 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On September 28, 2021, the Company entered into an Increase Agreement Regarding Incremental Revolver Commitments and Second Amendment to Second Amended and Restated Credit Agreement (the “Second Amendment”, and together with the First Amendment and Second Amended and Restated Credit Agreement, the “Revolving Credit Agreement” or “Revolving Facility”), which exercised an option under the Revolving Credit Agreement to increase the total revolving credit commitments by $50 million from $175 million to $225 million. The Revolving Credit Agreement continues to include an increase option, which would allow the Company, subject to certain terms and conditions set forth in the Revolving Credit Agreement (including the approval of the lenders providing the applicable increase), to increase the total revolving credit commitments under the Revolving Credit Agreement by a further $50 million to a maximum of $275 million.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 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 New Term Loan Credit Agreement were governed by an Intercreditor Agreement, dated as of September 28, 2020, 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 bear interest at an annual rate, at the Borrowers’ election, equal to (i) London Interbank Offer Rate (“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 thereunder.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. The Company was in compliance with all covenants as of December 31, 2021.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s liquidity position, defined as cash on hand and available borrowing capacity on the Revolving Credit Facility, amounted to $258.0 million as of December 31, 2021 and $384.0 million as of December 31, 2020.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarter of 2021, the Company drew $50.0 million under the Revolving Credit Agreement, a portion of which was used along with the proceeds of the New Senior Notes to fund the redemption in full of the Senior Notes due 2025, to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement, and to pay all related fees and expenses of the New Senior Notes. The Company repaid $17.0 million under the Revolving Credit Agreement during the fourth quarter of 2021, and as of December 31, 2021 outstanding borrowings totaled $33.0 million.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the three-month period ended March 31, 2020, the Company 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, the Company repaid the $45.0 million in outstanding borrowings, and for the remainder of 2020 and as of December 31, 2020, there were no amounts outstanding under the Revolving Facility.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Interest expense under the Revolving Credit Agreement for the years ended December 31, 2021 and 2020 was approximately $0.6 million and $0.2 million, respectively. There was no interest expense under the Revolving Credit Agreement for the year ended December 31, 2019.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">New and Old Term Loan Credit Agreements</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The New Term Loan Credit Agreement was guaranteed by certain subsidiaries of the Company (the “Term Loan Guarantors”) and was 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 were 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 had a scheduled maturity date of September 28, 2027. The loans under the New Term Loan Credit Agreement amortized in quarterly installments equal to 0.25% of the original principal amount of the term loans issued thereunder, with the balance payable at maturity.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Outstanding borrowings under the New Term Loan Credit Agreement bore 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The New Term Loan Credit Agreement contained 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subject to the terms of the Intercreditor Agreement, if the covenants under the New Term Loan Credit Agreement were to be 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 included, 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As described above, in October 2021 the Company used the net proceeds of the New Senior Notes and a portion of the $50 million draw from the increased capacity under the Revolving Credit Agreement to repay in full the $108.8 million of outstanding borrowings under the New Term Loan Credit Agreement. In addition to the full repayment during the fourth quarter, during the second quarter of 2021 the Company made principal payments totaling $30.0 million and recognized loss on debt extinguishment charges of approximately $0.5 million. The extinguishment charges are included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the years ended December 31, 2021, 2020, and 2019, under the New and Old Term Loan Credit Agreements the Company paid interest of $3.9 million, $4.8 million, and $7.8 million, respectively. For the years ended December 31, 2021, 2020, and 2019, the Company incurred charges of $0.2 million in each period for amortization of fees and original issuance discount which is included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Interest expense</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In September 2020, 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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations. In addition, as further described in Note 20, during the fourth quarter of 2020 the Company sold its Beall</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 scheduled maturity under the New Term Loan Credit Agreement were satisfied in full with this prepayment. As of December 31, 2020, the Company had $138.8 million outstanding under the New Term Loan Credit Agreement, of which none was classified as current on the Company’s Consolidated Balance Sheets.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the year ended December 31, 2019, the Company paid principal of $50.5 million and as a result recognized losses on debt extinguishment totaling approximately $0.2 million. The losses on debt extinguishment are included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Company’s Consolidated Statements of Operations.</span></div> <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-term debt consists of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:70.894%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Senior Notes due 2028</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">400,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Senior Notes due 2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">315,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">New Term Loan Credit Agreement</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138,835 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revolving Credit Agreement</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,035 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">433,035 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">453,835 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: unamortized discount and fees</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,720)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,856)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: current portion</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">428,315 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">447,979 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 400000000 0 0 315000000 0 138835000 33035000 0 433035000 453835000 4720000 5856000 0 0 428315000 447979000 400000000 0.0450 0.0450 1 0.40 1.04500 0.60 1.02250 1.01125 1.00000 1.01 395000000 50000000 108800000 -9100000 4300000 100000 325000000 0.0550 318900000 1 0.40 1.0550 0.60 1.02750 1.01375 1.00000 1.01 50000000 13800000 18600000 18500000 10000000 50000000 175000000 225000000 50000000 275000000 15000000 17500000 0.0125 0.0175 0.0025 0.0075 0.0020 1.0 0.10 0.15 P30D 258000000 384000000 50000000 108800000 17000000 33000000 45000000 45000000 0 600000 200000 0 150000000 0.0025 0.0075 0.0325 0.0225 50000000 108800000 30000000 -500000 3900000 4800000 7800000 200000 200000 200000 148500000 135200000 -200000 11200000 -200000 138800000 0 0 50500000 -200000 FINANCIAL DERIVATIVE INSTRUMENTS<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Commodity Pricing Risk</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, the Company was party to commodity swap contracts for specific commodities with notional amounts of approximately $129.6 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At inception, the Company designated the commodity swap contracts as cash flow hedges. The contracts mature at specified monthly settlement dates and will be recognized into earnings through January 2023. The effective portion of the hedging transaction is recognized in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and transferred to earnings when the forecasted hedged transaction takes place or when the forecasted hedged transaction is no longer probable to occur. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Financial Statement Presentation</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021 and 2020, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:46.623%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:21.660%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.559%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Asset / (Liability) Derivatives</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance Sheet Caption</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivatives designated as hedging instruments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commodity swap contracts</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid expenses and other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,963 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,750 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commodity swap contracts</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts payable and Other accrued liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,121)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(366)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total derivatives designated as hedging instruments</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,842 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,384 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the gain or loss recognized in AOCI as of December 31, 2021 and 2020 and the amounts reclassified from AOCI into earnings for the years ended December 31, 2021, 2020, and 2019 (in thousands): </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:97.953%"><tr><td style="width:1.0%"/><td style="width:23.377%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.691%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.691%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.467%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.198%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.198%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.202%"/><td style="width:0.1%"/></tr><tr style="height:23pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount of Gain (Loss) Recognized in<br/>AOCI on Derivatives <br/>(Effective Portion, net of tax)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="4" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Location of Gain (Loss) Reclassified from AOCI into Earnings<br/>(Effective Portion)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount of Gain (Loss) Reclassified from AOCI into Earnings</span></td></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:23pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivatives instruments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commodity swap contracts</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,848 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,815 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of sales</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,937 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,778)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,297)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>Over the next 12 months, the Company expects to reclassify approximately $3.9 million of pretax deferred gains related to the commodity swap contracts from AOCI to cost of sales as inventory purchases are settled. 129600000 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021 and 2020, the fair value carrying amount of the Company’s derivative instruments were recorded as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:46.623%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:21.660%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.559%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Asset / (Liability) Derivatives</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Balance Sheet Caption</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivatives designated as hedging instruments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commodity swap contracts</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid expenses and other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,963 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,750 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commodity swap contracts</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accounts payable and Other accrued liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,121)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(366)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total derivatives designated as hedging instruments</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,842 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,384 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 7963000 13750000 5121000 366000 2842000 13384000 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the gain or loss recognized in AOCI as of December 31, 2021 and 2020 and the amounts reclassified from AOCI into earnings for the years ended December 31, 2021, 2020, and 2019 (in thousands): </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:97.953%"><tr><td style="width:1.0%"/><td style="width:23.377%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.691%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.691%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.467%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.198%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.198%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.202%"/><td style="width:0.1%"/></tr><tr style="height:23pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" rowspan="2" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount of Gain (Loss) Recognized in<br/>AOCI on Derivatives <br/>(Effective Portion, net of tax)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" rowspan="4" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Location of Gain (Loss) Reclassified from AOCI into Earnings<br/>(Effective Portion)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Amount of Gain (Loss) Reclassified from AOCI into Earnings</span></td></tr><tr style="height:15pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:23pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivatives instruments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commodity swap contracts</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,848 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,815 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of sales</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,937 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,778)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,297)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 2848000 9815000 54937000 -7778000 -2297000 3900000 LEASES<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90ZXh0cmVnaW9uOmM3ZWYxNDkwMzU0ZDQ0N2E5OTc1N2QzMzk0MDBiYTNjXzk3NQ_04d01f8f-e1e0-4d77-b5cf-9a0064d79d97">one</span> 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, 2021 were approximately $4.6 million. As of December 31, 2021, obligations related to leases that the Company has executed but have not yet commenced were insignificant.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:31.063%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:29.455%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.449%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Classification</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Right-of-Use Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzItMi0xLTEtMTk3MjM_40b7420b-d34c-451a-b248-04cbb4022f90"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzItMi0xLTEtMTk3MjM_e34ea6ea-9720-49f4-bc6b-f9540ce06eed">Other assets</span></span></span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,379 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,842 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property, plant and equipment, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,658 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,802 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total leased ROU assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,037 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,644 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzctMi0xLTEtMTk3MjU_d98bf6d4-3317-4835-a6eb-5bd630c3a083"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzctMi0xLTEtMTk3MjU_e3976518-531e-4faa-b17f-d786fc77dc5e">Other accrued liabilities</span></span></span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,507 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current portion of finance lease obligations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">348 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Noncurrent</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzEwLTItMS0xLTA_2280ae97-14c7-4084-b5a0-970d901ce6c3"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzEwLTItMS0xLTA_cd7d5c68-b4bf-4767-81ca-e418a8cd928d">Non-current liabilities</span></span></span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,872 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,967 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease obligations</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,438 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,462 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:31.063%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:29.455%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.449%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Classification</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Twelve Months Ended December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Twelve Months Ended December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of sales, selling expenses, and general and administrative expense</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,031 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,116 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of ROU leased assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation and amortization within Cost of sales</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">144 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">144 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest on lease liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest expense</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net lease cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,230 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,313 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:43.621%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.826%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.495%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.495%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.497%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Finance Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,992 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,051 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,196 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,196 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,081 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,081 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,369 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,369 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">890 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">890 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,152 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,152 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,680 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,739 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: interest</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,301 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Present value of lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,379 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Remaining lease term and discount rates are as follows:</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.057%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.447%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term (years)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.3</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.1</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.07 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.16 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.16 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.447%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Twelve Months Ended December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Twelve Months Ended December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows from operating leases</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,847 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,091 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows from finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing cash flows from finance leases</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">319 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">327 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> LEASES<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90ZXh0cmVnaW9uOmM3ZWYxNDkwMzU0ZDQ0N2E5OTc1N2QzMzk0MDBiYTNjXzk3NQ_04d01f8f-e1e0-4d77-b5cf-9a0064d79d97">one</span> 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, 2021 were approximately $4.6 million. As of December 31, 2021, obligations related to leases that the Company has executed but have not yet commenced were insignificant.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:31.063%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:29.455%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.449%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Classification</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Right-of-Use Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzItMi0xLTEtMTk3MjM_40b7420b-d34c-451a-b248-04cbb4022f90"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzItMi0xLTEtMTk3MjM_e34ea6ea-9720-49f4-bc6b-f9540ce06eed">Other assets</span></span></span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,379 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,842 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property, plant and equipment, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,658 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,802 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total leased ROU assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,037 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,644 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzctMi0xLTEtMTk3MjU_d98bf6d4-3317-4835-a6eb-5bd630c3a083"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzctMi0xLTEtMTk3MjU_e3976518-531e-4faa-b17f-d786fc77dc5e">Other accrued liabilities</span></span></span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,507 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current portion of finance lease obligations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">348 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Noncurrent</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzEwLTItMS0xLTA_2280ae97-14c7-4084-b5a0-970d901ce6c3"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzEwLTItMS0xLTA_cd7d5c68-b4bf-4767-81ca-e418a8cd928d">Non-current liabilities</span></span></span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,872 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,967 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease obligations</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,438 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,462 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:31.063%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:29.455%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.449%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Classification</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Twelve Months Ended December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Twelve Months Ended December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of sales, selling expenses, and general and administrative expense</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,031 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,116 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of ROU leased assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation and amortization within Cost of sales</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">144 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">144 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest on lease liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest expense</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net lease cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,230 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,313 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:43.621%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.826%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.495%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.495%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.497%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Finance Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,992 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,051 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,196 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,196 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,081 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,081 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,369 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,369 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">890 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">890 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,152 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,152 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,680 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,739 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: interest</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,301 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Present value of lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,379 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Remaining lease term and discount rates are as follows:</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.057%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.447%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term (years)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.3</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.1</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.07 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.16 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.16 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.447%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Twelve Months Ended December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Twelve Months Ended December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows from operating leases</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,847 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,091 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows from finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing cash flows from finance leases</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">319 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">327 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> P5Y 4600000 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Leased assets and liabilities included within the Consolidated Balance Sheets consist of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:31.063%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:29.455%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.449%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Classification</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Right-of-Use Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzItMi0xLTEtMTk3MjM_40b7420b-d34c-451a-b248-04cbb4022f90"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzItMi0xLTEtMTk3MjM_e34ea6ea-9720-49f4-bc6b-f9540ce06eed">Other assets</span></span></span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,379 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,842 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property, plant and equipment, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,658 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,802 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total leased ROU assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,037 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,644 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzctMi0xLTEtMTk3MjU_d98bf6d4-3317-4835-a6eb-5bd630c3a083"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzctMi0xLTEtMTk3MjU_e3976518-531e-4faa-b17f-d786fc77dc5e">Other accrued liabilities</span></span></span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,507 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current portion of finance lease obligations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">348 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Noncurrent</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzEwLTItMS0xLTA_2280ae97-14c7-4084-b5a0-970d901ce6c3"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xMzAvZnJhZzpjN2VmMTQ5MDM1NGQ0NDdhOTk3NTdkMzM5NDAwYmEzYy90YWJsZTplZWI2MDkyMTAwNWY0MjdjOGUwNTc2NWUzNzM1MTM1MC90YWJsZXJhbmdlOmVlYjYwOTIxMDA1ZjQyN2M4ZTA1NzY1ZTM3MzUxMzUwXzEwLTItMS0xLTA_cd7d5c68-b4bf-4767-81ca-e418a8cd928d">Non-current liabilities</span></span></span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,872 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,967 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease obligations</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,438 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,462 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 11379000 10842000 2658000 2802000 14037000 13644000 3507000 4117000 59000 348000 7872000 6967000 0 30000 11438000 11462000 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Lease costs included in the Consolidated Statements of Operations consist of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:31.063%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:29.455%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.449%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Classification</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Twelve Months Ended December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Twelve Months Ended December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of sales, selling expenses, and general and administrative expense</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,031 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,116 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance lease cost</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of ROU leased assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation and amortization within Cost of sales</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">144 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">144 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest on lease liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest expense</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net lease cost</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,230 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,313 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div>Remaining lease term and discount rates are as follows:<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.057%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.823%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.447%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term (years)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.3</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.1</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.07 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Finance leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.16 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.16 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Lease costs included in the Consolidated Statements of Cash Flows are as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.447%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Twelve Months Ended December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Twelve Months Ended December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows from operating leases</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,847 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,091 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating cash flows from finance leases</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing cash flows from finance leases</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">319 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">327 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 5031000 5116000 144000 144000 55000 53000 5230000 5313000 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:43.621%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.826%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.495%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.495%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.497%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Finance Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,992 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,051 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,196 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,196 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,081 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,081 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,369 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,369 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">890 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">890 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,152 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,152 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,680 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,739 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: interest</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,301 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Present value of lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,379 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div> <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Maturity of the Company’s lease liabilities for leases that have commenced is as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:43.621%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.826%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.495%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.495%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.497%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Operating Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Finance Leases</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,992 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,051 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,196 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,196 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,081 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,081 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,369 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,369 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">890 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">890 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,152 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,152 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,680 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,739 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: interest</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,301 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Present value of lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,379 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div> 3992000 59000 4051000 3196000 0 3196000 2081000 0 2081000 1369000 0 1369000 890000 0 890000 1152000 0 1152000 12680000 59000 12739000 1301000 0 11379000 59000 P4Y3M18D P3Y7M6D P0Y1M6D P1Y1M6D 0.0512 0.0507 0.0616 0.0616 4847000 5091000 13000 34000 319000 327000 FAIR VALUE MEASUREMENTS<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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:</span></div><div style="margin-bottom:6pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">▪</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.46pt">Level 1 — Valuation is based on quoted prices for identical assets or liabilities in active markets;</span></div><div style="margin-bottom:6pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">▪</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.46pt">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</span></div><div style="margin-bottom:6pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">▪</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.46pt">Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Recurring Fair Value Measurements</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2021 and 2020 are shown below (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.269%"><tr><td style="width:1.0%"/><td style="width:26.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.596%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.596%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.596%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.596%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.601%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Frequency</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Asset / (Liability)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Quoted Prices in Active Markets for Identical Assets<br/>(Level 1)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Significant Other Observable Inputs<br/>(Level 2)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Significant Unobservable Inputs<br/>(Level 3)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commodity swap contracts</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recurring</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,842 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,842 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mutual funds</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recurring</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,183 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,183 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Life-insurance contracts</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recurring</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,670 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,670 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commodity swap contracts</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recurring</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,384 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,384 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mutual funds</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recurring</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,331 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,331 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Life-insurance contracts</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recurring</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,930 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,930 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Estimated Fair Value of Debt</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The estimated fair value of debt at December 31, 2021 consists primarily of the Senior Notes due 2028 and borrowings under the Revolving Credit Agreement (see Note 9). The fair value of the Senior Notes due 2028, Senior Notes due 2025, and New Term Loan Credit Agreement as of December 31, 2021 and 2020 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s carrying and estimated fair value of debt at December 31, 2021 and December 31, 2020 were as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:21.220%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.738%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.738%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.716%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fair Value</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Carrying<br/>Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Carrying<br/>Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Instrument</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Senior Notes due 2028</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">395,280 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">399,727 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Senior Notes due 2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">311,357 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">319,140 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">New Term Loan Credit Agreement</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136,622 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136,280 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revolving Credit Agreement</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,035 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,035 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">428,315 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">432,762 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">447,979 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">455,420 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of debt is based on current public market prices for disclosure purposes only. Unrealized gains or losses are not recognized in the financial statements as long-term debt is presented at carrying value, net of unamortized premium or discount and unamortized deferred financing costs in the consolidated financial statements.</span></div> <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2021 and 2020 are shown below (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.269%"><tr><td style="width:1.0%"/><td style="width:26.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.596%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.596%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.596%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.596%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.536%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.601%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Frequency</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Asset / (Liability)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Quoted Prices in Active Markets for Identical Assets<br/>(Level 1)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Significant Other Observable Inputs<br/>(Level 2)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Significant Unobservable Inputs<br/>(Level 3)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commodity swap contracts</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recurring</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,842 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,842 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mutual funds</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recurring</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,183 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,183 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Life-insurance contracts</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recurring</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,670 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,670 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Commodity swap contracts</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recurring</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,384 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,384 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mutual funds</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recurring</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,331 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,331 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Life-insurance contracts</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recurring</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,930 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,930 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -2842000 0 -2842000 0 6183000 6183000 0 0 18670000 0 18670000 0 -13384000 0 -13384000 0 5331000 5331000 0 0 16930000 0 16930000 0 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s carrying and estimated fair value of debt at December 31, 2021 and December 31, 2020 were as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:21.220%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.738%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.738%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.710%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:7.716%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fair Value</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Carrying<br/>Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Carrying<br/>Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Level 3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Instrument</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Senior Notes due 2028</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">395,280 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">399,727 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Senior Notes due 2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">311,357 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">319,140 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">New Term Loan Credit Agreement</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136,622 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136,280 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revolving Credit Agreement</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,035 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,035 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">428,315 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">432,762 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">447,979 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">455,420 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 395280000 0 399727000 0 0 0 0 0 0 0 0 0 311357000 0 319140000 0 0 0 0 0 136622000 0 136280000 0 33035000 0 33035000 0 0 0 0 0 428315000 0 432762000 0 447979000 0 455420000 0 COMMITMENTS AND CONTINGENCIES<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">a.    Litigation</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, 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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">General and administrative expenses</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Environmental Disputes</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2014, the Company received notice as a potentially responsible party (“PRP”) by the South Carolina Department of Health and Environmental Control (the “DHEC”) pertaining to the Philip Services Site located in Rock Hill, South Carolina pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and corresponding South Carolina statutes. PRPs include parties identified through manifest records as having contributed to deliveries of hazardous substances to the Philip Services Site between 1979 and 1999. The DHEC’s allegation that the Company was a PRP arises out of four manifest entries in 1989 under the name of a company unaffiliated with Wabash National Corporation (or any of its former or current subsidiaries) that purport to be delivering a de minimis amount of hazardous waste to the Philip Services Site “c/o Wabash National Corporation.” As such, the Philip Services Site PRP Group (the “PRP Group”) notified Wabash in August 2014 that it was offering the Company the opportunity to resolve any liabilities associated with the Philip Services Site by entering into a Cash Out and Reopener Settlement Agreement (the “Settlement Agreement”) with the PRP Group, as well as a Consent Decree with the DHEC. The Company has accepted the offer from the PRP Group to enter into the Settlement Agreement and Consent Decree, while reserving its rights to contest its liability for any deliveries of hazardous materials to the Philips Services Site. The requested settlement payment is immaterial to the Company’s financial conditions and results of operations, and as a result, if the Settlement Agreement and Consent Decree are finalized, the payment to be made by the Company thereunder is not expected to have a material adverse effect on the Company’s financial condition or results of operations.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">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 was completed in 2021. The Company submitted to IDEM the final, written report in December 2021, which states that its position is that the Company is not a responsible party and has no liability for any contamination. As of December 31, 2021, 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">b.    Environmental Litigation Commitments and Contingencies</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2021, the Company had reserved an insignificant amount for estimated remediation costs for activities at existing and former properties which are recorded within </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other accrued liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> on the Consolidated Balance Sheets.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">c.    Letters of Credit</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021, the Company had standby letters of credit totaling $5.7 million issued in connection with workers compensation claims and surety bonds.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">d.    Purchase Commitments</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has $129.6 million in purchase commitments at December 2021 for various raw material commodities, including aluminum, steel, nickel, and polyethylene, as well as other raw material components which are within normal production requirements.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">e.    Chassis Converter Pool Agreements</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2021 the Company’s outstanding chassis converter pool with the manufacturer totaled $18.2 million and has included this financing agreement on the Company’s Consolidated Balance Sheets within </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Prepaid expenses and other</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> and </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other accrued liabilities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. 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.</span></div> 5700000 129600000 18200000 2600000 NET INCOME (LOSS) PER SHARE OF COMMON STOCK<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 income (loss) per share is determined using net income (loss) 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).</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:56.462%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.558%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic net income (loss) per share:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) applicable to common stockholders</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,164 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(97,412)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89,575 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average common shares outstanding</span></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,684 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52,945 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,695 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic net income (loss) per share</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.02 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.84)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.64 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted net income (loss) per share:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) applicable to common stockholders</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,164 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(97,412)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89,575 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average common shares outstanding</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,684 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52,945 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,695 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dilutive stock options and restricted stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">924 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">595 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted weighted average common shares outstanding</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51,608 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52,945 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55,290 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted net income (loss) per share</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.02 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.84)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.62 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the years ended December 31, 2021 and 2019, there were no options excluded from average diluted shares outstanding as the average market price of the common shares was greater than the exercise price. 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.</span></div> <table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:56.462%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.558%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic net income (loss) per share:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) applicable to common stockholders</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,164 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(97,412)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89,575 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average common shares outstanding</span></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,684 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52,945 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,695 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic net income (loss) per share</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.02 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.84)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.64 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted net income (loss) per share:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) applicable to common stockholders</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,164 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(97,412)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89,575 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average common shares outstanding</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,684 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52,945 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,695 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dilutive stock options and restricted stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">924 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">595 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted weighted average common shares outstanding</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51,608 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52,945 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55,290 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted net income (loss) per share</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.02 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.84)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.62 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 1164000 -97412000 89575000 50684000 52945000 54695000 0.02 -1.84 1.64 1164000 -97412000 89575000 50684000 52945000 54695000 924000 0 595000 51608000 52945000 55290000 0.02 -1.84 1.62 0 0 0 STOCK-BASED COMPENSATION<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognizes all share-based awards to eligible employees based upon their grant date fair value. The Company’s policy is to recognize expense for awards that have service conditions only subject to graded vesting using the straight-line attribution method. Total stock-based compensation expense was $7.1 million, $4.5 million, and $9.0 million in the years ended December 31, 2021, 2020 and 2019, respectively, and is included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Cost of sales</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">General and administrative expenses</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, and </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Selling expenses</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> within the Consolidated Statements of Operations. The amount of compensation costs related to non-vested stock options and restricted stock not yet recognized was approximately $9.6 million at December 31, 2021, for which the weighted average remaining life was approximately 1.7 years.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Restricted Stock</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restricted stock awards vest over a period of <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmI0ZTc5MTY3YzRkOTQwMzE5ZGFmNWY3OGI3MDYxOWYwL3NlYzpiNGU3OTE2N2M0ZDk0MDMxOWRhZjVmNzhiNzA2MTlmMF8xNDUvZnJhZzo0ZGExYjcxYTg0Mjg0NWYwYjE3OGFiNDU2YmJlOTE1Yi90ZXh0cmVnaW9uOjRkYTFiNzFhODQyODQ1ZjBiMTc4YWI0NTZiYmU5MTViXzEyNDI_24311e2a-8d50-4b7a-8b81-ec76a1332cef">one</span> 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A summary of all restricted stock activity during 2021 is as follows:</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:70.894%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Number of<br/>Shares</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted<br/>Average<br/>Grant Date<br/>Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted Stock Outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,832,379 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.06 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">582,081 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17.45 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(296,946)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18.01 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(336,438)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22.18 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted Stock Outstanding at December 31, 2021</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,781,076 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.03 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2021, 2020, and 2019, the Company granted 582,081, 1,010,802, and 853,994 shares of restricted stock, respectively, with aggregate fair values on the date of grant of approximately $10.2 million, $12.6 million, and $13.0 million, respectively. The total fair value of restricted stock that vested during 2021, 2020, and 2019 was approximately $5.0 million, $3.7 million, and $7.4 million, respectively.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Stock Options</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A summary of all stock option activity during 2021 is as follows:</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.415%"><tr><td style="width:1.0%"/><td style="width:41.988%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.579%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Number of Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average Remaining Contractual Life</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Aggregate<br/>Intrinsic Value<br/>($ in millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options Outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">414,080 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.60 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(200,782)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.09 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,587)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options Outstanding at December 31, 2021</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">199,711 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options Exercisable at December 31, 2021</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">154,533 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.82 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.2 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The total intrinsic value of stock options exercised during 2021, 2020, and 2019 was approximately $1.3 million, $0.5 million, and $0.5 million, respectively.</span></div> 3150000 7100000 4500000 9000000 9600000 P1Y8M12D P3Y <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A summary of all restricted stock activity during 2021 is as follows:</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:70.894%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Number of<br/>Shares</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted<br/>Average<br/>Grant Date<br/>Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted Stock Outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,832,379 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16.06 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">582,081 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17.45 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(296,946)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18.01 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(336,438)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22.18 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted Stock Outstanding at December 31, 2021</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,781,076 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15.03 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1832379 16.06 582081 17.45 296946 18.01 336438 22.18 1781076 15.03 582081 1010802 853994 10200000 12600000 13000000 5000000 3700000 7400000 P3Y P10Y 0 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A summary of all stock option activity during 2021 is as follows:</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.415%"><tr><td style="width:1.0%"/><td style="width:41.988%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.579%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Number of Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Weighted Average Remaining Contractual Life</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Aggregate<br/>Intrinsic Value<br/>($ in millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options Outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">414,080 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.60 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.3 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(200,782)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.09 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,587)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options Outstanding at December 31, 2021</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">199,711 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12.20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options Exercisable at December 31, 2021</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">154,533 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.82 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.0</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.2 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 414080 11.60 P2Y2M12D 2300000 200782 11.09 1300000 0 0 13587 10.21 199711 12.20 P2Y1M6D 1500000 154533 11.82 P2Y 1200000 1300000 500000 500000 STOCKHOLDERS’ EQUITY<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Share Repurchase Program</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2021, the Company announced that the Board of Directors approved the repurchase of an additional $150 million in shares of common stock over a three-year period. This authorization was an increase to the previous $100 million repurchase programs approved in November 2018, February 2017, and February 2016. The repurchase program is set to expire in August 2024. Stock repurchases under this program may be made in the open market or in private transactions at times and in amounts determined by the Company. As of December 31, 2021, $136.1 million remained available under the program.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Common and Preferred Stock</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Accumulated Other Comprehensive Income (Loss)</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Changes in AOCI by component, net of tax, for the years ended December 31, 2021, 2020, and 2019 are summarized as follows (in thousands):</span></div><div style="margin-bottom:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:55.728%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.558%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Foreign Currency Translation</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Derivative Instruments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balances at December 31, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,578)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(765)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,343)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net unrealized gains (losses) arising during the period</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(a)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">712 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,059)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,347)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Net realized gains (losses) reclassified to net income</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(b)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,712)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,712)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net change during the period</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">712 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,347)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(635)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balances at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,866)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,112)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,978)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net unrealized gains (losses) arising during the period</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(c)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(316)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,111 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,795 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Net realized gains (losses) reclassified to net loss</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(d)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,816)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,816)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net change during the period</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(316)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,927 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,611 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balances at December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,182)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,815 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,633 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net unrealized gains (losses) arising during the period</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(e)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">193 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,127 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,320 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Net realized gains (losses) reclassified to net income</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(f)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,094 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,094 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net change during the period</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">193 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,967)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,774)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balances at December 31, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,989)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,848 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">859 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">—————————</span></div><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(a) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Derivative instruments net of $1.0 million of tax benefit for the year ended December 31, 2019.</span></div><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(b) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Derivative instruments net of $0.6 million of tax benefit for the year ended December 31, 2019.</span></div><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(c) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Derivative instruments net of $2.1 million of tax expense for the year ended December 31, 2020.</span></div><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(d) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Derivative instruments net of $2.0 million of tax benefit for the year ended December 31, 2020.</span></div><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(e) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Derivative instruments net of $11.5 million of tax expense for the year ended December 31, 2021.</span></div><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(f) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Derivative instruments net of $13.8 million of tax expense for the year ended December 31, 2021.</span></div> 150000000 P3Y 100000000 136100000 200000000 25000000 0.01 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Changes in AOCI by component, net of tax, for the years ended December 31, 2021, 2020, and 2019 are summarized as follows (in thousands):</span></div><div style="margin-bottom:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:55.728%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.558%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Foreign Currency Translation</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Derivative Instruments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balances at December 31, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,578)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(765)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,343)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net unrealized gains (losses) arising during the period</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(a)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">712 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,059)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,347)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Net realized gains (losses) reclassified to net income</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(b)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,712)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,712)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net change during the period</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">712 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,347)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(635)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balances at December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,866)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,112)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,978)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net unrealized gains (losses) arising during the period</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(c)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(316)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,111 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,795 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Net realized gains (losses) reclassified to net loss</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(d)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,816)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,816)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net change during the period</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(316)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,927 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,611 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balances at December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,182)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,815 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,633 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net unrealized gains (losses) arising during the period</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(e)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">193 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,127 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,320 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Net realized gains (losses) reclassified to net income</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(f)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,094 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,094 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net change during the period</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">193 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,967)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,774)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balances at December 31, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,989)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,848 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">859 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">—————————</span></div><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(a) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Derivative instruments net of $1.0 million of tax benefit for the year ended December 31, 2019.</span></div><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(b) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Derivative instruments net of $0.6 million of tax benefit for the year ended December 31, 2019.</span></div><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(c) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Derivative instruments net of $2.1 million of tax expense for the year ended December 31, 2020.</span></div><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(d) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Derivative instruments net of $2.0 million of tax benefit for the year ended December 31, 2020.</span></div><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(e) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Derivative instruments net of $11.5 million of tax expense for the year ended December 31, 2021.</span></div><div style="padding-left:9pt;text-align:justify;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(f) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%">Derivative instruments net of $13.8 million of tax expense for the year ended December 31, 2021.</span></div> -2578000 -765000 -3343000 712000 -3059000 -2347000 0 -1712000 -1712000 712000 -1347000 -635000 -1866000 -2112000 -3978000 -316000 6111000 5795000 0 -5816000 -5816000 -316000 11927000 11611000 -2182000 9815000 7633000 193000 34127000 34320000 0 41094000 41094000 193000 -6967000 -6774000 -1989000 2848000 859000 -1000000 -600000 2100000 -2000000 11500000 13800000 EMPLOYEE SAVINGS PLANSSubstantially all of the Company’s employees are eligible to participate in a defined contribution plan under Section 401(k) of the Internal Revenue Code. The Company also provides a non-qualified defined contribution plan for senior management and certain key employees. Both plans provide for the Company to match, in cash, a percentage of each employee’s contributions up to certain limits. The Company’s matching contribution and related expense for these plans was approximately $8.0 million, $7.9 million, and $10.2 million for 2021, 2020, and 2019, respectively. 8000000 7900000 10200000 INCOME TAXES<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income (Loss) Before Income Taxes</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated income (loss) before income taxes for 2021, 2020, and 2019 consists of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:56.462%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.558%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Years Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Domestic</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,426 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(110,049)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">116,886 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,136)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">835 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">845 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total income (loss) before income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,290 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(109,214)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117,731 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income Tax Expense (Benefit)</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 2021. 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%.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated income tax expense (benefit) for 2021, 2020, and 2019 consists of the following components (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:56.462%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.558%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Years Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,449 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15,190)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,167 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,098)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,072)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,233 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">922 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">444 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">336 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,273 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16,818)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,736 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,423)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,918 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,760 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,310 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,959)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">620 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,147)</span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,016 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,420 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total consolidated expense (benefit)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">126 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,802)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,156 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:56.462%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.558%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Years Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Pretax book income (loss)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,290 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(109,214)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117,731 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal tax expense (benefit) at applicable statutory rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">271 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(22,935)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,723 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State and local income taxes (net of federal benefit)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">212 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,948)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,513 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Rate differential</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,004)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment and divestiture</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">870 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,111 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,065)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,301)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nondeductible officer compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">390 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">490 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Compensation expense</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">964 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,070 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,317 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(516)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(586)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(96)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total income tax expense (benefit)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">126 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,802)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,156 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred Taxes</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021 and 2020, the Company retained a valuation allowance of $1.2 million and $1.0 million, respectively, against deferred tax assets related to various state and local NOLs that are subject to restrictive rules for future utilization.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2021 and 2020, the Company had no U.S. federal tax NOLs. The Company incurred a net loss in 2020 and fully utilized that loss in carrybacks. The Company has various multi-state income tax NOLs aggregating approximately $71.0 million which will expire between 2022 and 2042, if unused.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of deferred tax assets and deferred tax liabilities as of December 31, 2021 and 2020 were as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:70.894%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credits and loss carryforwards</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">800 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,518 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,764 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,415 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Incentive compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,012 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,202 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,098 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">328 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,674 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,463 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property, plant and equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(22,344)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(22,355)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangibles</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28,748)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,043)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,364)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,822)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(55,456)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(64,220)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liability before valuation allowances and reserves</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34,782)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(45,757)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowances</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,237)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,020)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liability</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(36,019)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(46,777)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Tax Reserves</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income tax expense (benefit)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> on the Consolidated Statements of Operations. As of December 31, 2021 and 2020, the total amount of unrecognized income tax benefits, including interest and penalties, was approximately $2.3 million and $2.2 million, respectively, all of which, if recognized, would impact the effective income tax rate of the Company. As of December 31, 2021 and 2020, the Company had recorded a total of $0.8 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, 2021, the Company is subject to unexpired statutes of limitation for U.S. federal income taxes for the years 2018 through 2020. The Company is also subject to unexpired statutes of limitation for Indiana state income taxes for the years 2018 through 2020.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2021 were included in either </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other noncurrent liabilities </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">or </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred income taxes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Company’s Consolidated Balance Sheets:</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:85.263%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Unrecognized Tax Benefits</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at January 1, 2020</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,422 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase in prior year tax positions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,506 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase in prior year tax positions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at December 31, 2021</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,514 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated income (loss) before income taxes for 2021, 2020, and 2019 consists of the following (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:56.462%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.558%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Years Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Domestic</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,426 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(110,049)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">116,886 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,136)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">835 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">845 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total income (loss) before income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,290 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(109,214)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117,731 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 5426000 -110049000 116886000 -4136000 835000 845000 1290000 -109214000 117731000 13200000 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated income tax expense (benefit) for 2021, 2020, and 2019 consists of the following components (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:56.462%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.558%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Years Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,449 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15,190)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,167 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,098)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,072)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,233 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">922 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">444 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">336 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,273 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16,818)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,736 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,423)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,918 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,760 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,310 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,959)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">620 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,147)</span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,016 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,420 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total consolidated expense (benefit)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">126 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,802)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,156 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 8449000 -15190000 18167000 -1098000 -2072000 6233000 922000 444000 336000 8273000 -16818000 24736000 -9423000 7918000 2760000 1310000 -2959000 620000 -34000 57000 40000 -8147000 5016000 3420000 126000 -11802000 28156000 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides a reconciliation of differences from the U.S. Federal statutory rates as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:56.462%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.556%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.558%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Years Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Pretax book income (loss)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,290 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(109,214)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117,731 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal tax expense (benefit) at applicable statutory rate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">271 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(22,935)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,723 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State and local income taxes (net of federal benefit)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">212 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,948)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,513 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Rate differential</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,004)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment and divestiture</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">870 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,111 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,065)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,301)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Nondeductible officer compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">390 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">490 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Compensation expense</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">964 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,070 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,317 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(516)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(586)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(96)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total income tax expense (benefit)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">126 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,802)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,156 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1290000 -109214000 117731000 271000 -22935000 24723000 212000 -4948000 5513000 0 -5004000 0 870000 20111000 0 2065000 0 3301000 390000 490000 0 964000 1070000 1317000 -516000 -586000 -96000 126000 -11802000 28156000 1200000 1000000 71000000 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of deferred tax assets and deferred tax liabilities as of December 31, 2021 and 2020 were as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:70.894%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.536%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax credits and loss carryforwards</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">800 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,518 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,764 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,415 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Incentive compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,012 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,202 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,098 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">328 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,674 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,463 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property, plant and equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(22,344)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(22,355)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangibles</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28,748)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,043)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,364)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,822)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(55,456)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(64,220)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liability before valuation allowances and reserves</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34,782)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(45,757)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowances</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,237)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,020)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liability</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(36,019)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(46,777)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 800000 2518000 5764000 6415000 8012000 9202000 6098000 328000 20674000 18463000 22344000 22355000 28748000 40043000 4364000 1822000 55456000 64220000 -34782000 -45757000 1237000 1020000 36019000 46777000 2300000 2200000 800000 700000 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2021 were included in either </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other noncurrent liabilities </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">or </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred income taxes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Company’s Consolidated Balance Sheets:</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:85.263%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.537%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Unrecognized Tax Benefits</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at January 1, 2020</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,422 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase in prior year tax positions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">84 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,506 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increase in prior year tax positions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at December 31, 2021</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,514 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1422000 84000 1506000 8000 1514000 SEGMENTS<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Segment Reporting</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has historically managed its business in three segments: CTP, DPG, and FMP. The Company began its One Wabash organizational transformation during the first quarter of 2020 to better align its resources and processes on serving the customer and enable long-term growth. In connection with the substantial completion of the Company’s One Wabash strategic initiatives during Q3 2021, including organizational and structural changes as well as portfolio rationalization, beginning in September 2021 the Company realigned its operating and reportable segments based on how the CODM manages the business, allocates resources, makes operating decisions, and evaluates operating performance. Based on this realignment, the Company eliminated the historical CTP, DPG, and FMP segments and established two operating and reportable segments: TS and P&amp;S. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">While the Company has historically generated a small portion of its revenue and profitability from streams like aftermarket parts, repair and maintenance services, and upfitting and equipment services, historically these businesses existed scattered throughout the Company’s siloed organization structure. During the One Wabash transformation that culminated with segment realignment, the Company brought these previously siloed businesses together to leverage the Company’s strengths and better reach the customer, which included shifting significant resources and talent to lead these parts and services businesses. The Company continues to formulate aggressive plans that now underpin growth initiatives under the One Wabash approach.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Additional information related to the composition of each segment is included below.</span></div><div style="margin-bottom:6pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">▪</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.46pt;text-decoration:underline">Transportation Solutions (“TS”):</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The TS segment comprises the design and manufacturing operations for the Company’s transportation-related equipment and products. This includes dry and refrigerated van trailers, platform trailers, and the Company’s wood flooring production facility, all of which were previously reported in the CTP segment. The Company’s EcoNex™ products that were historically included in both the CTP and FMP segments are now reported in the TS segment. In addition, the TS segment includes tank trailers and truck-mounted tanks that were historically reported in the DPG segment. Finally, truck-mounted dry and refrigerated bodies and service and stake bodies that were previously reported in the FMP segment are also in the TS segment.</span></div><div style="margin-bottom:6pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">▪</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.46pt;text-decoration:underline">Parts &amp; Services (“P&amp;S”):</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The P&amp;S segment is comprised of each of the Company’s historical segments’ parts and services businesses as well as the upfitting component of our truck bodies business. In addition, the Company’s Composites business, which focuses on the use of DuraPlate</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> composite panels beyond the semi-trailer market, is also part of the P&amp;S segment (previously reported in the DPG segment). Finally, the P&amp;S segment includes the Company’s Engineered Products business (previously reported in the DPG segment), including stainless-steel storage tanks and silos, mixers, and processors for a variety of end markets. Growing and expanding the parts and services businesses is a key strategic initiative for the Company moving forward. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accounting policies of the TS and P&amp;S segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on income (loss) from operations. The Company has not allocated certain corporate related administrative costs, interest, and income taxes included in the corporate and eliminations segment to the Company’s other reportable segments. The Company accounts for intersegment sales and transfers at cost. Segment assets are not presented as it is not a measure reviewed by the CODM in allocating resources and assessing performance.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Reportable segment information is as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:88.304%"><tr><td style="width:1.0%"/><td style="width:33.337%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.615%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.627%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.303%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.627%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:15.456%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.627%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.308%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Transportation Solutions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Parts &amp; Services</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Corporate and<br/>Eliminations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net sales</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">External customers</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,628,694 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">174,574 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,803,268 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intersegment sales</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,625 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,592 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,217)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total net sales</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,633,319 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">177,166 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,217)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,803,268 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation and amortization</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,819 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,781 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,242 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,842 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income (Loss) from operations</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61,869 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,201 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(48,528)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,542 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net sales</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">External customers</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,308,935 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">172,954 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,481,889 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intersegment sales</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,494 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,520 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,014)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total net sales</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,315,429 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">179,474 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,014)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,481,889 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation and amortization</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,236 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,512 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,222 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,970 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loss from operations</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(29,702)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,658)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(43,248)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(85,608)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net sales</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">External customers</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,103,955 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">215,181 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,319,136 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intersegment sales</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,854 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,838 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21,692)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total net sales</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,114,809 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">226,019 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21,692)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,319,136 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation and amortization</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,821 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,828 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,708 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,357 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income (Loss) from operations</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">153,907 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,523 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(42,644)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">142,786 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><span><br/></span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Customer Concentration</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is subject to a concentration of risk as the five largest customers together accounted for approximately 30%, 21%, and 27% of the Company’s aggregate net sales in 2021, 2020, and 2019, 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Product Information</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company offers products primarily in four general categories: (1) new trailers, (2) used trailers, (3) components, parts and services, and (4) equipment and other (which includes new truck body sales). The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:91.959%"><tr><td style="width:1.0%"/><td style="width:29.901%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.229%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.731%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.095%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.777%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.697%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year ended December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Transportation Solutions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Parts &amp; Services</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Eliminations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">New trailers</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,354,375 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">179 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(181)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,354,373 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75.2%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Used trailers</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">165 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,349 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,514 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Components, parts and services</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">131,929 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">131,929 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.3%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equipment and other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">278,779 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,709 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,036)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314,452 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17.4%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total net external sales</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,633,319 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">177,166 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,217)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,803,268 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100.0%</span></td></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:91.959%"><tr><td style="width:1.0%"/><td style="width:29.901%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.229%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.731%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.095%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.777%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.697%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year ended December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Transportation Solutions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Parts &amp; Services</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Eliminations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">New trailers</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,087,978 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,387 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,545)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,087,820 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73.4%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Used trailers</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,677 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,709 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,386 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.6%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Components, parts and services</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123,517 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123,517 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.3%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equipment and other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">223,774 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,861 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,469)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">262,166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17.7%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total net external sales</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,315,429 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">179,474 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,014)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,481,889 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100.0%</span></td></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><span><br/></span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:91.959%"><tr><td style="width:1.0%"/><td style="width:29.901%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.229%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.731%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.095%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.777%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.697%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year ended December 31, 2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Transportation Solutions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Parts &amp; Services</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Eliminations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">New trailers</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,661,897 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,859 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,077)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,662,679 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71.6%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Used trailers</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">85 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,394 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,479 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Components, parts and services</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">155,104 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">155,104 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.7%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equipment and other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">452,827 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">60,662 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14,615)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">498,874 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.5%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total net external sales</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,114,809 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">226,019 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21,692)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,319,136 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100.0%</span></td></tr></table></div> 3 2 2 <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Reportable segment information is as follows (in thousands):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:88.304%"><tr><td style="width:1.0%"/><td style="width:33.337%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.615%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.627%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.303%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.627%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:15.456%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.627%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.308%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Transportation Solutions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Parts &amp; Services</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Corporate and<br/>Eliminations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net sales</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">External customers</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,628,694 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">174,574 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,803,268 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intersegment sales</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,625 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,592 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,217)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total net sales</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,633,319 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">177,166 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,217)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,803,268 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation and amortization</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,819 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,781 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,242 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,842 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income (Loss) from operations</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">61,869 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,201 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(48,528)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,542 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net sales</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">External customers</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,308,935 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">172,954 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,481,889 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intersegment sales</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,494 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,520 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,014)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total net sales</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,315,429 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">179,474 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,014)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,481,889 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation and amortization</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,236 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,512 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,222 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,970 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loss from operations</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(29,702)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,658)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(43,248)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(85,608)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net sales</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">External customers</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,103,955 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">215,181 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,319,136 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intersegment sales</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,854 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,838 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21,692)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total net sales</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,114,809 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">226,019 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21,692)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,319,136 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation and amortization</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,821 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,828 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,708 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,357 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income (Loss) from operations</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">153,907 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,523 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(42,644)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">142,786 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 1628694000 174574000 1803268000 4625000 2592000 -7217000 1633319000 177166000 -7217000 1803268000 41819000 4781000 2242000 48842000 61869000 20201000 -48528000 33542000 1308935000 172954000 1481889000 6494000 6520000 -13014000 1315429000 179474000 -13014000 1481889000 40236000 5512000 2222000 47970000 -29702000 -12658000 -43248000 -85608000 2103955000 215181000 2319136000 10854000 10838000 -21692000 2114809000 226019000 -21692000 2319136000 34821000 5828000 1708000 42357000 153907000 31523000 -42644000 142786000 0.30 0.21 0.27 The following table sets forth the major product categories and their percentage of consolidated net sales (dollars in thousands):<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:91.959%"><tr><td style="width:1.0%"/><td style="width:29.901%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.229%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.731%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.095%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.777%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.697%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year ended December 31, 2021</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Transportation Solutions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Parts &amp; Services</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Eliminations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">New trailers</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,354,375 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">179 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(181)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,354,373 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75.2%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Used trailers</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">165 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,349 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,514 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Components, parts and services</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">131,929 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">131,929 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.3%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equipment and other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">278,779 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,709 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,036)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314,452 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17.4%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total net external sales</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,633,319 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">177,166 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,217)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,803,268 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100.0%</span></td></tr></table><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:91.959%"><tr><td style="width:1.0%"/><td style="width:29.901%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.229%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.731%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.095%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.777%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.697%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year ended December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Transportation Solutions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Parts &amp; Services</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Eliminations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">New trailers</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,087,978 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,387 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,545)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,087,820 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73.4%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Used trailers</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,677 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,709 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,386 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.6%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Components, parts and services</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123,517 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123,517 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.3%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equipment and other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">223,774 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,861 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9,469)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">262,166 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17.7%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total net external sales</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,315,429 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">179,474 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,014)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,481,889 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100.0%</span></td></tr></table></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><span><br/></span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:91.959%"><tr><td style="width:1.0%"/><td style="width:29.901%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.229%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.731%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.095%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.777%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.594%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.697%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Year ended December 31, 2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Transportation Solutions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Parts &amp; Services</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Eliminations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Consolidated</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">New trailers</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,661,897 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,859 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,077)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,662,679 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71.6%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Used trailers</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">85 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,394 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,479 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.1%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Components, parts and services</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">155,104 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">155,104 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.7%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Equipment and other</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">452,827 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">60,662 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14,615)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">498,874 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.5%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total net external sales</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,114,809 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">226,019 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(21,692)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,319,136 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100.0%</span></td></tr></table></div> 1354375000 179000 -181000 1354373000 0.752 165000 2349000 0 2514000 0.001 0 131929000 0 131929000 0.073 278779000 42709000 -7036000 314452000 0.174 1633319000 177166000 -7217000 1803268000 1.000 1087978000 3387000 -3545000 1087820000 0.734 3677000 4709000 0 8386000 0.006 0 123517000 0 123517000 0.083 223774000 47861000 -9469000 262166000 0.177 1315429000 179474000 -13014000 1481889000 1.000 1661897000 7859000 -7077000 1662679000 0.716 85000 2394000 0 2479000 0.001 0 155104000 0 155104000 0.067 452827000 60662000 -14615000 498874000 0.215 2114809000 226019000 -21692000 2319136000 1.000 DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the second quarter of 2021, the Company sold its Extract Technology</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (“Extract”) business that manufactured 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. Proceeds of the sale, net of transaction costs and cash divested, totaled approximately $20.8 million. Prior to the sale, Extract was an operating unit within the historical DPG reporting segment. A gain on sale of approximately $1.9 million was recognized in connection with the divestiture, and a portion of the net proceeds from the sale were used to pay down outstanding principal under the New Term Loan Credit Agreement as further described in Note 9. The gain on sale is included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Impairment and other, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations. In accordance with the relevant accounting guidance, as part of the sale the Company allocated $11.1 million of goodwill based upon the relative fair value of the Extract operating unit compared to the historical DPG reporting unit as a whole. This goodwill, along with net intangible assets of approximately $1.3 million, were included in the carrying value of the disposed assets and the resulting gain recognized in connection with the sale.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the first quarter of 2021, the Company impaired unused and obsolete property, plant, and equipment assets totaling approximately $0.8 million. The impairment charges are included in </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Impairment and other, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarter of 2020 the Company sold its Beall</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> brand of tank trailers and associated assets for net proceeds of $11.2 million. Prior to the sale, Beall</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Impairment and other, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Impairment and other, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations.</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Impairment and other, net</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in the Consolidated Statements of Operations.</span></div> 20800000 1900000 11100000 1300000 800000 11200000 -2100000 11200000 4700000 3200000 2300000 2700000 1700000 CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)<div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a summary of the unaudited quarterly results of operations for fiscal years 2021, 2020, and 2019 (dollars in thousands, except per share amounts):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.415%"><tr><td style="width:1.0%"/><td style="width:41.252%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.580%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">First<br/>Quarter</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Second<br/>Quarter</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Third<br/>Quarter</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fourth<br/>Quarter</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net sales</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">392,003 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">449,422 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">482,566 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">479,277 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross profit</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,166 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55,608 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51,045 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,648 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss)</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,217 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,252 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,008 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25,313)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic net income (loss) per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.06 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.51)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted net income (loss) per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.06 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.24 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.22 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.51)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net sales</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">387,074 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">339,153 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">351,584 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404,078 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross profit</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,743 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,321 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,194 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,496 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net (loss) income</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(106,647)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(146)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,887 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,494 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic net (loss) income per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.01)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.07 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted net (loss) income per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.01)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.07 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.10 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net sales</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">533,174 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">626,053 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">580,908 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">579,001 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross profit</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68,690 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87,650 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">77,735 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72,307 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,780 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,960 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,460 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,375 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic net income per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.27 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.56 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted net income per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.27 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.56 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.46 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.34 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">—————————</span></div><div style="padding-left:13.5pt;text-align:justify;text-indent:-13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:6.7pt">Basic and diluted net income (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income (loss) per share may differ from annual net income (loss) per share due to rounding.</span></div> <div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a summary of the unaudited quarterly results of operations for fiscal years 2021, 2020, and 2019 (dollars in thousands, except per share amounts):</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.415%"><tr><td style="width:1.0%"/><td style="width:41.252%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.576%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.580%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">First<br/>Quarter</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Second<br/>Quarter</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Third<br/>Quarter</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Fourth<br/>Quarter</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net sales</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">392,003 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">449,422 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">482,566 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">479,277 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross profit</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,166 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55,608 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51,045 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,648 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss)</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,217 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,252 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,008 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25,313)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic net income (loss) per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.06 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.51)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted net income (loss) per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.06 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.24 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.22 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.51)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net sales</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">387,074 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">339,153 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">351,584 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">404,078 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross profit</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,743 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,321 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,194 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,496 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net (loss) income</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(106,647)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(146)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,887 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,494 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic net (loss) income per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.01)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.07 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted net (loss) income per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.01)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.07 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.10 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net sales</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">533,174 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">626,053 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">580,908 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">579,001 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross profit</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68,690 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87,650 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">77,735 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72,307 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,780 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,960 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,460 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,375 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic net income per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.27 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.56 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:6.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted net income per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.27 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.56 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.46 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.34 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">—————————</span></div><div style="padding-left:13.5pt;text-align:justify;text-indent:-13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.85pt;font-weight:400;line-height:120%;position:relative;top:-3.15pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:6.7pt">Basic and diluted net income (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income (loss) per share may differ from annual net income (loss) per share due to rounding.</span></div> 392003000 449422000 482566000 479277000 47166000 55608000 51045000 42648000 3217000 12252000 11008000 -25313000 0.06 0.24 0.22 -0.51 0.06 0.24 0.22 -0.51 387074000 339153000 351584000 404078000 36743000 34321000 43194000 45496000 -106647000 -146000 3887000 5494000 -2.01 0 0.07 0.10 -2.01 0 0.07 0.10 533174000 626053000 580908000 579001000 68690000 87650000 77735000 72307000 14780000 30960000 25460000 18375000 0.27 0.56 0.47 0.34 0.27 0.56 0.46 0.34 EXCEL 108 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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

%O !9LP8 MYFL'IV-TC M[!B? %4RY$%19VXT=,?%X<;;/.JRR)F]D;24PU5^%19 M9TKJ1V>!J1SN,%]SM8:![RON.%H8Z^KH2Y["F MP8=34DU=83 3S%J^XIC#RFA)0Y>5LA3,T<;G44JA3M,GTQ)!;]& *Q 4OCB@ MEI"A)5Y3U/E+4;MQ_8>>^&@())IU&'4+F:]2-0_U;OV:#*HA^N5>/4539NAJ M+0A<46BS\9'RFVJ\*\/I31BII78TH&%9T(N(QCO0^4IK=S!\@OJ-[?\$4$L# M!!0 ( 'N!6%3O4]-6T@( .(' 9 >&PO=V]R:W-H965T3#,2J$V=MA\O? M[S@)6=H"JO:A+XDO<^;,S+''G:V0;RH"T&07\T1UK4CK],&V51!!3-6]2"'! MG960,=4XE6M;I1)HF(-B;GN.T[!CRA*KU\G7)K+7$9GF+(&))"J+8RKWC\#% MMFNYUF%ARM:1-@MVKY/2-)O P/@W#C",/Z4/JV*T@"/QP?OSWGN MF,N2*A@(_IN%.NI:+8N$L*(9UU.Q_0%E/G7C+Q!*+9'&&KV905Z;'(W9 ML,2H.-,2=QGB=.]Y-.Z/!Z/^3S)\FHX6_?EH\41&X]E\^OKR-)[/R!UYIDR2 M!>49D &5G'(DLTN1Z"IHRK&S1[G0W)]=4-N2(L(?-(9(HFH>K8&J,T M7'901O181.2=B6@(P3WQW5OB.9Y[ C[X.MQY#[>Q-E6!O*I 7N[//^M/L@TU M9TWA\5!LG5 -(:&*1!"N32U8HK3,\&1K=8'/K_C\G*]VAF\N-.7(]-^L18T+ MDGI.8F[RIN>U:E['WAQ7\K.1Z_NM6F7U+H%:E4#M8@(3"2EE(8$==AJ%\>,Q M($)'("]4IUXYKW^+&HV*KW$QF7]\R*% WY*5N0T;5->"HTM/A]&^ B#- :XOQ)" M'R:FSU?/>N\O4$L#!!0 ( 'N!6%3SD_H>!@, #X' 9 >&PO=V]R M:W-H965T?P] D.0IF3M4*):UD2@MF::J7H5EI9*D'B2*,6JU/H6!#%5OB NW]ZE;3+&Q84BY0 M&JXD:,R&P;C]>=IS_M[A@>/&;(W!*7E4ZI>;Q.DP:+F$L,#$.@9&OS5.L"@< M$:7QN^8,FI .N#U^9K_TVDG+(S,X4<5WGMI\&)P%D&+&RL+.U>8KUGI\@HDJ MC/_"IO9M!9"4QBI1@RD#P67U9T_U/FP!VI\. *(:$.T"N@< G1K0>2^@6P.Z M?F<'5W&-^.;23R^@NEL M'C^,[^*'&<0WB[OY_?7LYFX!'^$+%0\H#5?*&)ACHI:2_XA";OA[?VP*?OAK?/ MWU#3:>J@X_DZ!_DT7S-;'9JQNJ2K;KYW.S]J]QNF%QEZCL?=O&@MF#,\XJ9=CKGG?Z.SI>>WWL]_L[:J=[O*+HO+\C-]SJ+ +UTG=H M0[>65%57I;$VC\#8][X=^P4]#E4O_TM3O2S73--=-U!@1I2MTS[EI*MN74VL M6OG^]:@L=4,_S.F!0^T<:#U3RCY/7(#FR1S]#U!+ P04 " ![@5A47[6$ M>HH" -!P &0 'AL+W=OAF:E4:6 M>U IPB2*>F')N Q&J9][U*-4K:W@$A\UF'59,OTV1J$VPR .]A-/?%E8-Q&. MTA5;X@SM\^I14Q76+#DO41JN)&A<#(.;^'H<1P[@5_S@N#$'8W!;F2OUXHK[ M?!A$SA$*S*RC8/3WBK]RPBP;I5IM0+O5Q.8&?JL>3>:X=*QN!E_@ M.].:N83@?(*6<6$NX RXA"D7@O(S:6A)SZ'";,<]KKB3$]QQ E,E;6'@3N:8 M_TL0DM':;;)W.TX:&2>8M: =7T(2)?'S; +G9Q<-M.TZA+:G;9\* 8U!O(0' MI/.]A F:3/.5?VM^/=!:N+=8FM\-2IU:J>.5.B>52"$'1GK6@)I3T))JBAFW M6<'D$H%N&DAZF^GBN0.12Q .!(*S.1?<!_"N3\\=*@2]=+W80.96DM;-:MZ MMN[U-U6'>U]>?2BF3"^Y-'0K%@2-6GUZB775>ZO"JI7O=W-EJ7OZ84'?*]1N M 3U?*&7WA1.HOX"COU!+ P04 " ![@5A4%DHHV9(# #V# &0 'AL M+W=O@I9UQ-G+76FX^NJ](UR;&Z$!O"X[.:;< MF8[MLSLY'8M",\K)G42JR',L_UP1)K83QW>>']S3U5J;!^YTO,$K,B?Z87,G M8>?66C*:$ZZHX$B2Y<2Y]#_._($!6(E_*=FJQAH95Q9"_#:;S]G$\0PCPDBJ MC0H,?X]D1A@SFH#'?Y52I[9I@,WUL_9/UGEP9H$5F0GV@V9Z/7$2!V5DB0NF M[\7V'U(Y9 FF@BG[B[:5K.>@M%!:Y!48&.24E__XJ0I$ Q!V 8(*$+P4$%: MT#I:,K-N76.-IV,IMD@::=!F%C8V%@W>4&[2.-<2WE+ Z>GMS>7\9H[.T2V! M8&3H4BFB%<(\0[<4+RBCFA*%/O.4%1F\_T'UFG*DUP3-!,\@G_ 05DHPFF$- MFRO,,$\)FAM."KV_)AI3ICZ C8?Y-7K_[@-ZAT#%][4H%-A18U>#(X:.FU:D MKTK200?I:Y)>H- _0X$7^"WPV/RA2 M!;!':UAK#:W6J$/KMPV16%.^:HM/"1U8J.G4QZGOA\/1V'ULAJ%%RDNBH);: MXQ75O*)>7I\H-_EM8U4"XX:](!XD!Z1:A!*O@].@YC3HY?1=:,P0*TOX_ML# MPBU9*#D.CF,2>>'P@&2+5!A'43O+N&89ORRC)=,S))\+IX#"L93/D-+017!. M:B26:&EC3<&WC5#4GGL_;YZT.447C$"'*OVKS(9J]%[P5E6 =E MV-L\LT)*\+9'4U)K2E[?,,E10L.!=YCU8Z'(]X?M21_5K$:O;9?1D;G!80GB)2EE*:R@+YENWG3>J:_B:[] MD#6FI-];I5\%3T\6JK\;&'[P^E*ML,VD#Y-A<% 9+5+Q*.XH5G\W=/S^J=-3 MKA6R>7)[AZ2.14*O@])NWOC] Z=QN)^HD:M*T_YC-]9?3[*\9)<;+3;VGKH0&FZ]=KF&#Q,BC0"\7PJAGS?FZEM_ZDS_ E!+ P04 M" ![@5A4FTH$3Z\" _!P &0 'AL+W=OS'MA9M<&XO$SFR7PC[] MSDZ:M26-]B:QG;O__>YBGT=;(5]4!J#)6Y%S-78RK ((=$&P6*KU>809X;(<3X76LZ34CCN#_>J=_8W#&7 M)54P$_D/ENIL[ P=DL**;G+])+9?H,XG,GJ)R)5]DFUE&T4.239*BZ)V1H*" M\>I-W^HZ[#GX_1,.0>T0'#OT3CB$M4-H$ZW(;%ISJFD\DF)+I+%&-3.PM;'> MF WCYB\NM,2O#/UT?'<]65POR&=R!U@,,A-*D_,Y:,IR=8'+SXLY.3^[(&>$ M:I&KL;81L%-ZCC3*DYP(HX?D'O!=:;(-4\A/11P$;HA#W;DTZ!3 M<0[))0G]3R3P K\%:/;_[EX'3M@4,K1ZX:E"FOHI\G.R5%KBYOS5H=EK-'M6 MLW="\Z$$237C:Y+;OY/@WVDK?:42615S;%_CR NQ)J_[Y6@Q\OU^8W0  M46?2-XQ3GL!)O /1?B/:[\QZ4@BIV1]JC[E8D:>'YRI 2JA2H%MW7R79W\O. M[_6.*M!M<\ Z:%@'G:RW7(,$/#.(6A4A9W3)=E%_Q-NC>0<./FR,(O2.P%J/0/T9S]WI1 7)M6[3"P!NNJ\/=K#:WP,0V MOZ/U*=X.53/_)U-=+?=4KAE7F-(*);W+ 2+)JEU7$RU*V_&60F/_M,,,;SB0 MQ@"_KX30NXD)T-R9\5]02P,$% @ >X%85-/:HO]H P *P\ !D !X M;"]W;W)K&ULK9?1;ILP%$!_Q4)[:*6MX$L@H4HB MK>NF34JU:FFW9S=Q$FN ,]MIVK^?#12S@1.%]B5@\+W'US%']GC/Q6^YH52A MIRS-Y<3;*+6]]'VYV-",R N^I;E^L^(B(THWQ=J76T')L@C*4A^"(/8SPG)O M.BZ>W8KIF.]4RG)Z*Y#<91D1SUJ/, W\ZWI(UG5-UO[T5 MNN77698LH[ED/$>"KB;>1WQY!8D)*'K\9'0O&_?(E/+ ^6_3^+:<>($9$4WI M0ID41%\>Z2>:IB:3'L>?*JE7,TU@\_XE^Y>B>%W, Y'T$T]_L:7:3+R1AY9T M17:I^L'W7VE54&3R+7@JBU^T+_O& P\M=E+QK K6(\A87E[)4S41C0# C@"H M J 8=PDJ1GE-%)F.!=\C87KK;.:F*+6(UH-CN?E7YDKHMTS'J>GL\\?YYSGZ M@&Z(V@FFGA%?H1G5=:(9(P\L98I1B?H'6(YNMOPG23Y4HY]I0=A M4OF+"GA5 L$!O*:+"Q3B]P@"P/?S:W3V[OS?++XNH:X#ZCJ@2!LZTG[?4D$4 MR]?EX.6!E&&=,BQ2#API]0"AJ[XR*BJBS*)_G(9)HGL^=K &-6MPC!5VL*BB[@J%T&#X%O-T[6B M1Y+NJ''3\2FH,OX[_^'0L;JP-0P^K)@O+"?Y@AX7#+:&P?T44X4U2XA* MP?T<@]N2<:T7JQC,H&:Q?X,W] FV_.*MO;%\.RZ68^D/[ M(.L4Z.<4:#ME$$0.08.U"O2S"IRR=0$K%N@G%CAE]P+6+=#/+7#*!@:L7J"? M7N"$/0Q8PQC%5FN8V&\,P_'^*_<;1QQPC;XA8LUQJP$K' M!1=#G4"4)[.RH?BV. T]<*7/5L7M1I]FJ3 =]/L5Y^JE80Y8]?EX^A=02P,$ M% @ >X%85#K]A+AH @ ;0< !D !X;"]W;W)K&ULI55K3]LP%/TK5Y&0F+0UKSX0:BM!"]HDIJ%V&Y_=Y+:Q2.S,=BG\ M>ZZ=-&I1&H;XTOAUSKGGWEM[O)/J46>(!IZ+7.B)EQE37OJ^3C(LF.[)$@7M MK*4JF*&IVOBZ5,A2!RIR/PJ"H5\P+KSIV*W=J^E8;DW.!=XKT-NB8.KE&G.Y MFWBAMU]8\$UF[((_'9=L@TLT?\I[13._84EY@4)S*4#A>N)=A9>SD3WO#OSE MN-,'8[!.5E(^VLF/=.(%-B#,,3&6@='G"6>8YY:(POA7CO?LM\X[ M>5DQC3.9/_#49!/OPH,4UVR;FX7)C8[<+EQ M:'+#A:WBTBC:Y80ST[N;J^7-$K[!'5(RX#>J0@,3*K'3ZY_0^U62C&GH M=5L"NQGZX(*!& HI3*8AO("4O;0QS;J9XIIIM&<:MA =N>PW+ON=S+=<,)%@ MA\=N?%A%U!I0Y>P]O'4&731'O@:-K\''NB7=_R^HJ-@A,&P$AI]NCVZ&02^, MSMHR]AXL&)UU&!@U!D:?K'PW?M@+AZWA?QA6A>\?7(;V(?K)U(8+3?&MB2CH MC:C@JKKN&&;V'J.P!VE]+:?83>^4V+^ST%5!+ P04 M" ![@5A41M3""<0" "!!P &0 'AL+W=O-[NS5QC27OJ^+FG"L3V5#!+RII.+8 MP%0M?=TH@DLGXLR/@B#U.:;"RS.W]J#R3+:&44$>%-(MYUB]30B3J[$7>NN% M1[JLC5WP\ZS!2S(GYJEY4##S!Y>2&".; MR4+*9SNY+<=>8($((X6Q#A@>+V1*&+-&@/&W]_2&3UKAYGCM?N-RAUP66).I M9']H:>JQ=^ZADE2X9>91KGZ0/I^1]2LDT^X7K?K8P$-%JXWDO1@(.!7=$[_V M^[ A"-,]@J@71-N"9(\@[@7Q9P5)+TCD.$5Q M^ U%013N )I^7A[LD,\^+0\O#F03#X6,G5^\Q\]M?X-IB: 7(,QE:^M"MRK) MH MN._N/ 2=]\AYVY;UDB?GR5GFOVP6YF/0*+@(AZ!WV*,!>_1%[(H*+ IR +IS M3C=XPG@+^6-(G.P&3@?@]"#PCPC?$>^(B;8*,=L1$YQOI>5O M-"=.U-(U>8T*>T"[/^NP.MPC5ZY];JU/X'[IKH/_-MWE=(_5D@H-"5=@&9R> M 9'J&GXW,;)Q+7 A#314-ZSACB3*!L#[2DJSGM@/#+=N_@]02P,$% @ M>X%85$\ :#E/! .A@ !D !X;"]W;W)K&UL MS5E=C]HX%/TK5M2'&:F=8!L"5(#$?*DC03N%,GU8[8-)#%B3Q*SM0$?:'[]. MR,1A(&:VHE)>($[NO3[WGOA<8WI;+I[EBE(%?D5A+/O.2JGU9]>5_HI&1%[Q M-8WUDP47$5%Z*):N7 M*@LPI"EW4:'AN1%CL#'K9O4+FF(=_V'>B\WIBPY4JE-]Q!;TV6=$K5;/TH],@MH@0LHK%D/ :"+OK.$'Z^ MP5[JD%D\,;J5I6N0IC+G_#D=/ 1]IY$BHB'U51J"Z*\-O:%AF$;2./[)@SK% MG*EC^?HU^GV6O$YF3B2]X>%/%JA5W^DX(* +DH1JPK=?:)Y0*XWG\U!FGV"; MVS8J\#SAUPEN@.69;6+5%DT!-\ M"T1JK:.E%UEM,F^=#8M3&J=*Z*=,^ZG!_?!A IZ&H]D=&-\-I[/)W?CNZX\I M^ 3N"1/@B80)!6-*9"*H9D])0.*@_.P+HX((?_4"1G1#0\ 78"@ES0U'C,Q9 MR!2C\C4*(*KL?W%+%6&AO-13SJ:WX.+#)?@ 6 Q^K'@B=0S9[-_;=75W>HL:HJ#'*XN&J&A?9?CQ1FP#H M-WM"_40(%B\SJZ\\%L6-:R*9!'^-] 3@0=%(_FV!APMX.(/7K( W8@OZB<5Z M?A+[%/@\5D*OKJ-UWT5J99%2A=@,8,=KZR)MRN4]8N5UL;':@]DL8#:M,+\G M7.D"/0KFZX+I%V28*0 8$_&O7C:WN 1?'%MT1J^I%!QNF/S3>S=LLYE6<81MG ML-2-8!U9@T;*(3H;;WDHVS*SFNQ#-'(.[7I^PZ.(!TR] +DEZRJ(^\&-",-F M+0DR(@U;9\@^)ZAU4'W4::*W'!U:08P[S0J>C%Y#NV!7(07_@C_6ZZ"1:]BN M)=%&WV'G?$1W3J]$F\D^1*/QT"[R%H;/U0Z1$7+4J".AR&@_@F ML;*L7%3:S]N;P#MY_=UVB8S4(UQ+3DV[0/9-^__BM'ERD5I-]B&:AH'L#6.< MJ$2+Z"(Y^*FY']#H.O)J28J1=F3?BE=GG!/1/JBR!SOX+1>'5BV,804=1M:1 M7=;+X/YD)T1&Q5&WCGQBH^S8OD4_Q6?N?H+/(U;5?&*CZMBNZF_X/%??PT:L M<3U/7TK'+_;]^DGZ\$E=M)KLPS+2C>W2;2'N=QL;-J*,:WG6@HW(8_OF_21I MWL$9V %I-I,=++=TL)N>JFO56^H?GR"D"^W3N&IK9[$[J-X-%%]G9[USKA2/ MLLL5)0$5J8%^ON!:3O-!>GQ<_%TP^ ]02P,$% @ >X%85 @S*#$A!0 M[", !D !X;"]W;W)K&ULS9I=;]I(%(;_R@CU MHI7:V/-EH")(!!)MI"2*(,E>K/;"P !6;4]V/$ K].S%C%]_X)L'F MG/&9\\+CDS<>';GX$>T8D^!GX(?196\GY>MWRXI6.Q:XT05_9:%Z9\-%X$IU M*+96]"J8NTZ2 M]"MNU8@>N%O?$H.?V\GYMYV)^,3UGCTZF[9@LGGUT>ACJQ\E;47L##R> @$VUSV)O#[U+'CA"3B MQ6/'J/ :Q%M9!DHVEER;9FKG3'(\&/ M0,31:K7X1=*;)%OMQ@MC&1=2J'<]E2?'-Y/;.7B9W#U?@_OKR>)Y?GU__?"T M -_ U!7BEQ=N@1NNP74D/=4SM@8WKB? B^OO&> ;,&-+"3[/F'0]/_JBLIX7 M,_#YTQ?P"7@A>-KQ?:32HY$E5:WQ%:U55M=56A,K2X AE\!LA&L2)\V M3[?+Z9;J4-XFE+<))>OA4VW*=_T53**(R2AIRYWG+CW?DQZ+P#USH[U0'5(? MSCE;[85X:]X##T5^XLJ-O C\7AO#R,9:W8*''A>J# M5'WZ#4J',_5!4B(-#%V@^65H%T5R\O* M6?]L?=:I/M30@$%^F4$7]1GFY0U;ZC,T-#Z5YF,$AA#3?K4^T-:4MHVU/:C[ MX5-RB.E C&**6^F0+F 2J"('8<1 Z MH9 F,#0C>,X.W#_$V_\3=31!(>FD.IJ]D+95AW[\QW4@E-63AHJ\2@_GMB"BD7IOD*:P";JO#^#O/G P'2W$1V M%\5"FKH(MA0K6\ DEC&D7%AAX*VA;2.Q&DP'2",4X4Z*I2&,S'-L [%(O5BF MD')A&KZH!KZY6&ME,H64"]-D1C5DSF4Z:UI MFK1HV$6)L.8R-L^S#?Y@M6LE,H:4"],\QC4\3B1"IDUJA.)NF@8%UZ"U;8 _ MM)A@U'?0>RDJXB@EZ)0>&KFX!KFI'NUG!JQABCMI(V -8-S62,!53L*PC_KO M96ML)6!-7UQ#WT:*-1@B :L*23-@/1U"9M;092;S-4A$#L%*V\& VP\/5+.4=M)PH)J_M*WA0.L-!V-(N3#-7=K$<*@3J\'<0#5,:2<-!ZHA M3-L:#K3><#"&E LK_*>MB>& VXP,5,.4=M)PH)K0M*WA0.L-!V-(N3!-9MK$ M<,#G3@M4DY9VTG!P-)>=MH9#M@ U2&0,20NS"H]BQ,_!W+MBZX41\-E&Y=@7 M?94LTD=+T@/)7Y.G,Y9<2AXD+W?,73,1!ZCW-UQQ+SN('_C('_ 9_P]02P,$ M% @ >X%85!9F0M[( @ FP< !D !X;"]W;W)K&ULM55+;^(P$/XKHV@/K=1M'CQ"*T!J0W<7J5!4Z.YAM0<3AL1J8K.V M ^V_WW%"LU0\U$LOB>WX>\R,,^YNI'K6*:*!ESP3NN>DQJRN75?'*>9,7\H5 M"OJRE"IGAJ8J&1)ZFQ"VZ_NV()3M$\K2:*9F[-LN Y"LVE (7+GG/C7T>^9P'E MCI\<-WIG##:4N93/=C)<]!S/.L(,8V,I&+W6&&&662;R\7=+ZM2:%K@[?F/_ M5@9/PQV4&9 MFQ)-T7!ARS@UBKYRPIE^]# :#6>CN_%L"C?C 40/X]EP_/UN' WOIO 5QDPI M9C,-9P,TC&?ZG%:?I@,X^W(.7X +F*6RT$PL=-;ZSPF%1JW0*!6:1Q0FA8I3.G4@YQE/F#W)A[)6D;1*$OLCKOM^<-7V*,;U M ?%F+=X\*1Z1LN8:8BG6J PJ6$DZ<"Q1B/1GFH,%K"C;NU8Z?J=5.ZGJU-PW M'(;M\+#?5NVW==+OU-"IFK_"/1HRJT$N(5*XX.9$(=HU=_N32AW6"N%)]SNN MX](U4!?5-B22O "6RT*80QD/]S+>"H^5OE.;Z7RH]%%=^HDM_Y.YW37ELCIA(N M-&2X))AW&1)>53=!-3%R53;3N334FLMA2K1 E\S=-W6 N*%K>% C2WCX8#MA.^%=!DC MO@L"$O\>49_MKUJXE0\\>9NM2 :TX2 B&[JBXB5:QO).*ZRX7D!#[K$0Q71] MU;K&ETML) 2%^,>C>WYPC1(IKXR])3=W[E5+3V9$?>J(Q 21/^]T3'T_L23G M\6]FM%7X3(B'U[GU&R5>BGDEG(Z9_]-SQ?:JU6LAEZ[)SA=/;']+,T%68L]A M/E?_T3[#ZBWD[+A@04:6,PB\,/TEO[) '!"D'9A@9 2C3#!/$#H9H=.48&8$ MLRG!R@A64X*=$>RFA&Y&Z#8E]#)"KRFAGQ'Z30E8SS.G-Z84R:YD^R0E3S=N MG&^<)QQ7,FZ?HN0IQXUSCO.DX\99QWG:L7&\L*DHJQ$+)]ZDB>&\^DSNIN/%[,I.G]4/G$RJ(Y_,+:>9E-4'G9Q?H#&F()VB.O!"]A)[@WPX&GK=LQZ5U M.7AV=#_0A)2>"-"<3.8HE6FL M_4=S[1#]MKEVB'[77#M$OV^L'?<^X[*^1;(&JB)V6>/$+)R8RHEY MJCY7S),H\CV'O/H4"8:_2&*J.\]2)I9PD+YGO0XQM[YK8.(8MJ[!>W^I:!>I(IU7HM&IU_E2O?K*#D'<:RU?90EC:#>2[,!>R M]'OA!IU[^? %)#7U8Q],S]+M7EDK@#+ZIE62"J!,NW]"JEU(M6NE?JR;+*-9 M?HMUHQ3NN/LQ @D=I5ZZA^G2VQ8^EC"NHO2V44KI! 250C:%0+I]#+J!0*4I M_0 -=?6COQ+GUJXL.OT8<0>$PVB7[=Q#OCLEI0\0R.P>@QXAD&77B9B!82[9 MG8/1*25L 8C%[?(B7U91N'VPZX]6;[=8O=W:JI>_Z?UAW>L5;GI_H^[UFM2] M*@BL>U583=WK%SK[?ZGN]1O5/0 %U#T =;KN8?WC6T.O%:O6CO=.T[0A%B4? M$EQ]0$A5(O:<)!+IPT_49IX.I]@O5ZP% "I5C24 L4X*/?BHPI\+E5+V_UMV M,X='\\2VWBLK!F! ?B&8Q.DG=!L?NHU&NK_>W#)'GW4W :T-QA5[F\@JM+@ M0%2YP\&F/FEQ&:FNQT%1 9H'*^J M@YD/\^G9K/QTVGBRV/ET+5WI[:[,=Z8W@D7JF.:5"<$"=;FE1#:V!""? MKQD3^4WBH#AT'OX'4$L#!!0 ( 'N!6%3T!P&.9 ( ,,% 9 >&PO M=V]R:W-H965TG9*G4DUL\Y+V@Y0Z$ C/K&!@-.QRB$(Z( MCO&KY@R:D@YX/#^PWWGMI&7)# Z5^,YS6_2"CP'DN&);81=J?X^UGFO'EREA M_!?V5>Z'ZP"RK;&JK,%T@I++:F3/=1^. -'-"4!< ^*7@,X)0+L&M-\*Z-0 MW^JPDN+[,&*6)5VM]J!=-K&YB6^F1Y-\+MVUIU;3+B><3:;C1WB8#F>3,5Q\ MF:7I) ]3IC5S%P47([2,"W-)45,PC:8; M6CJ/8PVSNO:@JAV?J!W%,%'2%@;&,L?\7X*0A#1JXH.:07R6<839%;2C=Q"W MXNB5 PW?#F^] A^]&1Y].J.FW=Q-V_.U3_"-F99&"RSI\^=K]5OPWGM\9 MS"ZAMNV.&_[?C-&YC$I6>/1[EZC7WB8,9&HK;?5O--'&B?K^ ;Z(#\BA*D/Y M2U/9VX3I-9<&!*Z(LG7E#$%7EE$MK-KX1[14EIZDGQ;DLJA= NVOE+*'A2O0 M^';R!U!+ P04 " ![@5A4--<,8:L$ #/$P &0 'AL+W=O,O8D.(!&]12,5- M:R/E]MJRA+$@&9OS MX8#%,@PHF7,@XBC"?#\F(=O=M&#K?> I6&^D'K"&@RU>DP61W[9SKMZLG,4/ M(D)%P"C@9'73&L'K6]31@,3B>T!VXN 9Z%"6C+WHESO_IF5KCTA(/*DIL/IY M)1,2AII)^?%/1MK*Y]3 P^=W]MLD>!7,$@LR8>&/P)>;FU:O!7RRPG$HG]CN M3Y(%Y&H^CX4B^0MVJ6VWWP)>+"2+,K#R( IH^HO?LD0< %"[ 8 R "H!8!/ MR0#.J8!V!FB7 9T&@)L!W#+ :0!T,D!23"M-5I+I*99X..!L![BV5FSZ(2E7 M@E8)#JA>60O)U== X>1P\?PX^7HY'BUF4S!YO)_/'A:CY[O'!W )'C#G6-<= MG$V)Q$$HSM7HM\44G'TY!U] 0,'SAL4"4U\,+*FI"G'AL38-_:[?3V*TZT['MCQ[/CAA]\+B3>]SY?8\OP);P M@/E =#BAEST -1*@]*:7R\%X9%U,T#Z1J9[ZCD@6JJ'GC%84P M6P&VU4X*0-X(]P)1G_EN):G0*6=^4C5RRS93L\V'F'IY3#UC3(\1#9:Q '?4 M4YM/J_T\Q/28#O1S]O[GT %H%PW/-@;\$$=+PG7MA)Y4 !S+#>-Z#8(SU=/2 MT?,Z"EIGYC2OQZ+'0'.3^:[6HRJ/ MJDZJRA?'HJKV#=>N!E6U51T ]C_Y1K@MR,U0(6T(_MS MU 5PH[,PGYJ#8[0.$D-3&<85+0%A(X?A4&JQ";"0M31)SGLHT*.D5F.3TZ[ MF>:$M!>2BLR2^FNM;Y:Q'7:J!@E$A00BLP3.WK8!3TMC2,F1T[7=G!/KX!XB M(GR=W!@)=>2/J4S_#<]'\UNI47(74QH?P^MI>K=4T*177?>8K]41'(1DI2CM MJZY*$T]OC](7R;;);<>22&PO=V]R:W-H965T,3T^1H*84,/D7S@Q[^A#"@G&/ HS3_1L5QK M:B@XI)+'I;%B$+.D^*8_RHTX,K;W>+KU7RVNEZBQ=W- M_?7M:O;MR]TMND*KHA00WZ '2*5@@800K20/GM L2Q>3/]&')4C*HO2C,O@# M&2C=40'IV)"*6^;!"$H>\X('Z>"!";KAB=REZ#H)(3P',%10563D);(YZ45< M0J C"_^)B$EP"Z'%<'.SQ7PYV!S[/=%859ZL',_JP+L]Q&L062Y6+3M\!FE7 MD'8.:7= SFE$DP#0&K8L25BRS=#W(!@/T0>6E*G\V);+ MC)@3-E>9[:V#8] MM4_/+81&%:%1+Z%'567PJN]1P_>5$CG7(^W.GDK4KQSY[RK10QIFPV*C6O>IP'=/]PGK3GOXV*Q%TQQ: MJ:]3*+'\!X5::_$PL7U3'RHQSS+G>MATGU1!XM: M54F_JKZI+Y989R0\W<0=)&H5)OV_:]_:%TNX4QZ$Z+CC/)%:N,DPX?Z5WEA" MGY7)2#>MBT/5MJREFHR3^V$,8IO?LU,4\$,BBPM5-5O=Y6?Y#?9B?J[N^,6- MO(8I_B"XH4(=B11%L%&0INXJ9J*X0;B/67)1<157HH5H[<"*!!8A2%#G'=CA-1%C=&@^3= MDQ@-^%:%+(8G@>0VBJCXF$#(=\,&;NQ?/+/56ID7SFBPH2N8@WK9/ D]#G3QX1B:4!>>O9G 7#!NN800A^,I 4/WS M!E,(0X.D>?S)0!NY3V-X^+Q'_YX$KX-94 E3'OYF@5H/&[T&"F!)MZ%ZYKM_ M(0NH;?!\'LKD+]IE<]T&\K=2\2@SU@PB%J>_]#U+Q(&!#K3<@&0&Y-2@76'@ M90;>B0%N51BT,H-6DIDTE"0/,ZKH:"#X#@DS6Z.9AR29B;4.G\5FW>=*Z*], MVZG1_.?C],?-9#R_G:'IX_W3[<-\_//N\0'=H'FZ%1!?HKGB_BMZW"1+-39+ MQ=0'NIJ!HBR4UWKRRWR&KKY=1D'_6$6!%GX#>1A[\BXA)< M0FA:W]PM,9_5-L=]2S1>OH9>@N=5X#ULHP6(9)V2S%L@6SED*X%L54!.:$AC M'] "5BR.6;PRZ!L0C ?H2B]FNL3796N9 G<28*,Z;Z,6;KD]G:>W$D+MG%#; M2NCV'83/)%QTWSYS?Z,UL-LCY?X[N?^.U;\6F24P==E_Y\Q_1>3=W'/W0N0; M)B[[[9['C;UVKUONO)<[[]7:!Q ']7= [XP*[O>[&.=4TAH[GV;;*/V<<=_* M.!4I+17IAJ&+$"[Q[9_S;;?:GE=.!+N%M+K6NOR='#IZZ<9O(/0ABOX1-%9( MZS2@[Y0)](N&6[!4*SY0Y@%W.Q4Y( 4Q,@GZK8& MC12N?TS#[5?P*"02>Y^HWQH\O+IUC M-Q791K5G)&ZB07FS7WJJ2KD&[4T:HZBS A23C[N'VQ<]0>H=[ MO=D^J="22:19<="10N1)39$OY97:FK/R@)AW2HR<$7-/V<\N3#IF7QP-Q'XT ME&RXTCB\DOR>*HEST(E%(%9)1RN1S[>Q2MN3_&W>-8^37O'D_41WTVGO6\"D MK?@]%?J,ERB$I89TFUTMNB+M;M.!XINDWUMPI;O'Y'$-- !A)NCO2\[5?F < MY/]C&/T/4$L#!!0 ( 'N!6%3FD!>7-@, !T* 9 >&PO=V]R:W-H M965T37!L+)\YLA\)^_6PG#2E*LPYI_=#8YWL>/W>Y^#Q8 M*483O!8@LS@FXOD4&5\.'=]9&6[H(E+&X(X&*5G@#-5=>BWTS"U90AIC(BE/ M0.!\Z)SXQU/? JS'5XI+61F#">6>\PL7^PP>M@[HG$,6??:*BBH7/H0(ASDC%UPY=G6 34,WP!9]+^ MP[+P]1P(,JEX7("U@I@F^9,\%8FH #1//:!= -JO =T-@$X!Z&P+Z!: [K: M7@&PH;MY[#9Q$Z+(:"#X$H3QUFQF8+-OT3I?-#&%,E-"KU*-4Z/9[=7XT]G5 MQ61Z,WL'TR]WY[??X3U\)D(0\PIA=X**4";WM/5N-H'=G3W8 1=D1 1*H G< M)53)?6W4XTO*F'[_:(B"=,DQ' =[^J@RLC: MJ\A.VXV$)]FB!1U_']I>VZ_1,VZ&3S!HA$^:X1\SU@B?;K^[UY",3OF:.Y:O MLX%OS(B4P.AW.%<;R9P-[MV3O6O;NIB*RI +33 21_FHA%7PA M2+P/)%,1%_0WAD!BGB6JKC!R\IXE-P?;X\COZ: ?J]FN\?%>?-94]TK5O3>J M3E%0'IIZUB=Q@'6:FZD[\(Q$R(;4]DN1_3>*%&CZ $T6U217'#?F>YSO>%C- M9:??\NNS>5 */6@4.N9QK ]^:?3NKTZ'BK)=GG*2?O5S3I5I?_UBMA MNHWG6@2'902'_Q!!2@0\$I:A59[)T%1%'D%M #GW0466U_+\5]K_XK0F^ZB4 M?=0H^UIW5A1"ISC_R$\:JL[W7MJ"]Q\.#+_2=OPM5;^U8HH-U@JA5UL';J4] MQB@6]EXB(3#?1]XI2VMY]SFQ'=]]<<\O3I=$+&@B@>%<0[W6@3X'1'X7R2>* MI[;9WG.E6[<=1OK^AL(XZ/4YYVHU,1N4-\+1'U!+ P04 " ![@5A4CW<\ M85@% !\& &0 'AL+W=OSQDL4IR3C,_]1.)\V8A>'^ M];/WGTORDLP2<[*@R1]Q)#9G$V\"(K+">2)NZ>XSJ0G9A;^0)KS\"W8UUIB M,.>"IK6QG$$:9]4O?JH78L\ .@,&J#9 ?0-KP,"L#[BZ_Q-,P7D8YFF>8$$B<"TVA($%3>7&VA01?R3@*@MI2L!!0 2.$WXH31[N M G#PZ1!\ G$&[CD87U8S0P(P@ E]I)C8<7&81B;H. M9I)>PQ$]<[Q HQX#$AX#$QX!9""HF=#B]>:&QCQXM3GT1]B83<3,TI\YX._\ M>G$%SH5@\3(7>)D0("BXP8QDX@C\*BL%78%[_ 3^NJ5) F1R[#"+_AX9V&H& MMLJ!K8&!+W""LY +,"2K.,LB[-U,=B6L)A&ND!7_NS27U& 'N>687FN7(7' M_>57838R?,_KP@*--]?TK-9;AY7=L+)'614KEF>R9";QOW*SKV6IY. @H9P3 MN:TQBWE!,\I9\2,S881N-9"S-T'3,HLMTV&KHFS7MWM<5= 4F9:KI^HT5)U1 MJE\(YR?E%AFBRTB88,[C52S?R6V526QL)N0]@=)7Q/!4X +>M7V*E?)>/#$6ZN.A_'=?O<5!2$#H0];CI?IJVG MYC74O-R MDH7?P3W#&9<"))N#D=H%C5;GC(\MFW!/8N$[%\[:83?_H8=Z$=/!H.?T()W0^NF*VXP5>KVVLK MIBI+O@?M?K!4E P65(*E@;G.@&+#5N+@N,:]9[WT-;TF1&Z?KPJ3[4F_/]&@ MIJ9A#S36J)5<9'QHS:R'>ZGAU,!T':<.-MQRHE;MT;C:_T#]1!JA=GRG'U4- M#$*_'_Q YPT.?D2@5O;1N.R_I8@B58R19WE]0BI*3=Y @^HF;Y=/*^UH7-K? ME)85U2,@9.$C3UL961G7)L6Q*V+H\WN92%/),5*>7S=/F"/V\/#CN/;^ )T%U M$-ZZJ<[EOV*V+K(U(2OITCAVY9Q8==1=W0BZ+0]_EU0(FI:7&X(CP@J ?+^B M5#S?% ,T_W"8_P=02P,$% @ >X%85*1"A=9J @ L04 !D !X;"]W M;W)K&ULC51M3]LP$/XKIX@/(&W-2TMY41JI)=V& M1%E%!-,T[8.;7!L+Q\YLMX5_/]M)L\(HXDMLG^]YSL]=[N*MD(^J1-3P5#&N M1EZI=7WI^RHOL2*J)VKDYF8I9$6T.XHZM26X.?Q#5988;ZOIY+<_([EH)6R!45 M'"0N1]XXO$P'UM\Y/%#8%]$#+,M64@9MG@%3)FB?TREDXX?K MVZ\9S&_&MQE\AELB);$U@>,4-:%,G1CK?9;"\=$)' 'E,*.,F=JIV-?F)9;/ MS]NHDR9J="!J&,%,<%TJF/("BY<$OI'0Z8AV.B;1NXPIYCWHAY\@"J+PC0== M?1P>O %//PP/+]Y1T^^JTG=\_4-5J6HFGA$A(QO*5PKFC' %O\8+I:5IE=_O MQ!AT,08NQN! C!NR$!((+TSW,J*Q 'PRPT3A6^5LJ$X=E9TDF^0\]C?[^6T\ MSO<\SGH7+WW2_WW"H!=U3HT,?^]GKE"NW%!0D(LUU\W_T%F[N3-V[?;*/C'S MJ!D?_VB:838C4CH+X0^_J><\^Q\?5@S<6;S 4VA0YDT,G M4VIUZ[HRR: @\IJO@.F5!1<%47HJEJY<"2"I!16YZWM>Y!:$,F"9+C-E NYHL")+F(%Z73T)/7,;EI06P"3E M# E8#)TQOHTCDV\3?E!8RYTQ,D[FG+^9R7TZ=#PC"')(E&$@^O,.4\AS0Z1E M_*TYG::D >Z.M^Q?K7?M94XD3'G^DZ8J&SH]!Z6P(&6NGOGZ&]1^NH8OX;FT MOVA=YWH.2DJI>%&#M8*"LNI+-O4^[ !P= +@UP#_$!"> 0U(/@L(*P!H=V9 MRHK=AY@H,AH(OD;"9&LV,[";:=':/F7FV&=*Z%6J<6IT_SC]_G"'7L:_[F:H M@Z:<29[3E"A(T3U+> 'H,N=27J$)Z#\9;(,O9 ,27<:@",WU:@>]SF)T>7&% M+A!EZ"7CI20LE0-7:96FEIO4BB:5(O^$(NRC!\Y4)M$=2R'=)W"UO<:CO_4X M\<\RQI! 8BH3?3BE M/I;?X[E40M^B/V=*A$V)T)8(3TG6!:2B2=OA5\C[JAGXT<-]W-_0X MJ8.QYX7]_;SX. _CJ-?[H-N3WVWD=\_*UPU!7W?6IKX"1KO"0AP6*.$E4]6E;*+-PS"V_? @/M$/1M7?/VBJU^:!B"5E M$N6PT)3>]8T6):H.7DT47]F>-N=*=T@[S/2C!\(DZ/4%YVH[,06:9W3T'U!+ M P04 " ![@5A4/)@MA?!3IM'NP) ]I1+98?!"G%]$88V64'. M;5.O0=%-IDW.D;9F&=JU 9YZ4"[#J-7JA3D7*A@-_-FM&0WT!J50<&N8W>0Y M-\^7(/5N&+2#EX,[L5RA.PA'@S5?PASP87UK:!=67E*1@[)"*V8@&P;C]L6D M[^R]P5 V LMF'E94XY\-#!ZQXRS)F]N MX7/CT:1&*%?%.1JZ%83#T?7-Y,OLBMV/OU_-V0=VPXWA+K'L= K(A;1G=/HP MG[+3DS-VPH1B,R$E%< .0J3XSDN8E+$NBUC1@5A32)HL;C=8U(K:-?#)^^&M MO^$AJ:ZD1Y7TR/N+#TE7B>X_N/[@=M>-F- BW-3PZ%8_.41Y3 MR, 82#T3;BV@;3":!*[6:LE(NF4)E?Z9QL*.FY1N+7($QE5*MPF7==7NO&6Z M1[104]CT]FWJI70K*=W_+26E&E@429V&[AM^_0,$>Q7!WE&"#XI*K9=*_"Y) M+D!!)M R7'&DJ;:1*1/YFEJ,09:!GV-%BU#&ZS@6\=JM/9)1,WZ5Z%JC VW3 MKZ3T_TU*@P9!U=GTH'") JSO%J$0#*6;!G1B-I#6">J_:9Q6\_R5GCJ;_BLY MX=[<T]$?4$L#!!0 ( 'N!6%07W*:_;0, .8+ 9 >&PO=V]R:W-H M965T(+0&3R8V-Q/NNGEV0V-F1BU]R!Z#02UDP.7=V M2NT_NZY<[Z"D\HKO@>D[&RY*JO10;%VY%T"SVE06+O&\T"UISIS%K)Y[$(L9 M/Z@B9_ @D#R4)15_;J#@Q[F#G=>);_EVIZH)=S';TRVL0'W?/P@]4049NF-K7@)ZI"_H]D6_:!+0Q1,PV.3J$EVDH&A> MR$OM^KY*T<6G2_0)Y0P][OA!4I;)F:LT8+6,NVYA;AH8,@"#";KG3.TDNF49 M9.^&C$9,87V%?/P/(A[!/4#+]]N]'GOZ;CM.1K+QNX?EU_'\ M@7C+@Q# U$BDH(L4U)&"@4A?( -!B[Y'U!BGM;$Z-9X7<1!H^N?3LMFB"9[B MQ#N7I;8,QSB,.M49^[1CGXZRKY1^._O(&UMX!N4EL8'>HR)>1 QR6Q42W^\' M#SOP<+SH7.ACB/6AA]9R"3&0EK8F" (#V];X?MA/'774T2AU[TO74$?6:C&) M? /;%DUP&&/CL:2VC 31$'OC&R:%#6CZL9,DZ4(E']TQB9UA$A"S#K8J M2JPJV"(2A5Y_$;#W=L9[']LQK>]T/>QC8QU03DDR-,R'MD85DB/WD^X0_ MNFE:YQF7'YCPMF@:F>2V)A@")V_@9!2\_]UKR8E-'N,@,MEMV=3#H4EOJ_Q@ ML/!OWQKLC_(_&H>"^Y) M U2"V-:-I-3P!Z::9J&;[9K5Z[I%,^9OJB:V;JS>PC0=\#T5VYQ)5,!&A_2N M(LTDFJ:R&2B^K]NL)ZYTTU9?[G0C#J(2Z/L;SM7KH%J@:^T7?P%02P,$% M @ >X%85.B&ULC9?=;Z,X$,#_%2O:AU:Z% SD:Y5&:D-7UX?N5DU[=]+I'AP8&FL!YVRG MR?[W.W8(3<&@OB1\S-?/XQD/\[V0/]4&0)-#D9?J>K#1>OO5\U2R@8*I*[&% M$M]D0A9,XZU\]=16 DNM4I%[@>^/O8+Q/1B?SV@@].#)_ZZT>:!MYAOV2NL0+]L'R7>>;65E!=0*BY*(B&['MS0KS$- MC8*5^(O#7IU=$X.R%N*GN;E/KP>^B0AR2+0QP?#O#9:0Y\82QO%_9710^S2* MY]T*"IEC*#@Y?&?':J%.%.@XPZ%H%((F@I1AT)8*82?58@JA62?"&\),\;L5.L3-7TE582WQPB#C@AI0!Y$J3>*W)4I MI!\->(A;,P77?H1Y_6IW.>FC".H.AM1=V M9;!,1 'DF1TP5RK)A=I)(/_>K)666%7_];B(:A>1=1%UN'B4F-8#,=6+R;3N M+M"/NG1E\VAJ9$V9KO.&&9SA.KV=KW!;:$C]64"CCW*QPQB=3$):BWW@&=4\ MHUZ>T^XU4'# %JH0: TE9%Q?$J8)VVYSGK!U#D35.USB#G58M MR6D57*#C=G0T:("V98;1+)HV.-M2HQ'MP)S4F)->3-N TJI;:]T=\76\8E'JC:9BK%PU!IKK&471C3EOOII G2 MEL&&0QL;,VY+=8#,:I!9+XCI0XF$E&MGKY\Y"L$?-^I@V99JT,4..V'H=_0% MZK^?AGYO]-^%.6-V.(R8VA=9QA.0!.O%- E[)CH/,+\53=AJ>0ZAJ"D4.X0Z M\D'/3GC:R[0\B_[4[IP4M.5[-HZ:%&TAZC?W7NR2"NFD@R1X)PEZ27[H#4AG MZ(&C:NFX&;M+:CINQNZ0FHT[0G\_I&G87Q9"8W?%X4J)G*?8JM+VR>,D"QW' M:0NL+32D=.H'3;2V7#"EHR:<=S9.%B!?[5BN,/A=J8]35OVT'OUO[,#;>'YK M/@GLF/INYO@]\<#D*R\5R2%#D_[5!&.2QQ']>*/%U@ZM:Z%Q!+:7&_RL 6D$ M\'TFA#[=& ?UA]+B-U!+ P04 " ![@5A4U(E<])T# T# &0 'AL M+W=OWM$S;1"E1)6D[>?L='2+;$J4$O8E%:N;G-R.2,YD>I?JM=XP9 M])B)7,^%[D9Y;DS MGU9S=VH^E7LC>,[N%-+[+*/JZ2,3\CASL/,\\9UO=Z:<<.?3@F[9/3,_BCL% M([=56?.,Y9K+'"FVF3DW^,,"AZ5#9?&3LZ,^>T9E*"LI?Y>#V_7,\4HB)EAJ M2@D*/P>V8$*42L#QIQ%UVC5+Q_/G9_5_JN AF!75;"'%?WQM=C,G<=":;>A> MF._R^"]K JH 4RET]1<=&UO/0>E>&YDUSD"0\;S^I8]-(LX<<##@0!H'\EH' MOW'PJT!KLBJL)35T/E7RB%1I#6KE0Y6;RANBX7GY&>^-@K<<_,S\]NOBVY=/ MZ.'FUZ=[=(46,BMDSG*CD=R@)=LPI=@:/=!'=*,U@VF:KR_G/W.ZXH(;SC1Z MNV2&H-XCAYVJP8!JF<@4 M5'F382&U1BE5Z@E.ZI$J>^)JS;#2+,_K89YX$./A/#M]&Q+BI#6ZH U:VF"4 M]B9-U1Y2($Z?WH97BT1G2X=Q%'3X^D91@$,[7]CRA:-\MWD*6QBN!Y3"?H8[ MAY97A@TQ[*V>>)AT$/M&$]A,=L2H18Q&$;^9'5,VHJB?#V^2=(CZ1CX9^*9Q M"Q2/ KVXKVN\N+M/WN#6NY">M-*3T>#O%-1% M99[>HT+0W%1'D/W9\P(*EK&E8=(+\(H0/^CFP6X6#FQO[)TN;>^%#6YHON4K M83]XC??ENDD<=+>1S2[PO&#@0^&SHH+_;G$[Y"$[>V 3^A%8.RP-"!BCVM MNR$!_1B%:Z\N'XIII@X#8/I/-02/%Y'A]%MAPUZ=O?(C#T^ZM!:[((KC;E;=LY:N[*>_ M4+7EN4:";<#1NXY!0=4M:CTPLJBZO)4TT#-6CSMHZYDJ#>#]1DKS/"@;Q_8? MA?G_4$L#!!0 ( 'N!6%2T!N7:R0( /<& 9 >&PO=V]R:W-H965T M@#_.^^8YQ\Y)?R?5L]X"&++/N- #;VM,?N?[ M.ME"1O6-S$'@SEJJC!J[@1=ZAX4%VVR-7?"'_9QN8 GF*9\KG/FU2\HR$)I)012L!]XH MO)O$-MX%?&.PTXTQL9FLI'RVD_MTX 46"#@DQCI0_'N!"7!NC1#C=^7IU8^T MPN;XX/[)Y8ZYK*B&B>3?66JV ^_6(RFL:<'-0NX^0Y5/S_HEDFOW2W95;."1 MI-!&9I48"3(FRG^ZK^K0$(3Q"4%4":)C0?>$H%,).B[1DLRE-:6&#OM*[HBR MT>AF!ZXV3HW9,&%/<6D4[C+4F>']E\G7AQEY'/V8+XP6LF='D<@J&,JZOT/9I M.267%U?D@C!!'K>RT&BF^[[!#"R'GU2TXY(V.D$;1N1!"K/5%@32MP8^IE[G M'QWR'T=G':>0W)!.>$VB( I;@";OEP=G<#KU<72<7^>$W__U/UG@:S+;)[QH MG($/?]EV;16X*Z450'O>'LU9R]LYSW M(L$VI\%>P1SI%'D%JHC!VN12,UOOUAM9NL8-EMLCVI:(;CMK7+/&[ZHIX"MW MMIIQ2S7#[A%?6U"CY"6AW^@A&:B-:ZV:)/9BE:]3O5IW[Y%K6D?K8^SJ91/^ M9U-^$AZHPBNB"8&PO=V]R:W-H M965T0*;!5$:J%LE=JJ@ET> MICV8< A6G3BS'>BD?O@=.R$"%=)(TUX@=L[O?VZ^9+03\E%M #1YRGBNQLY& MZ^+"=56R@8RJGB@@QS=K(3.J<2A35Q42Z,I"&7<#SQNX&66Y$X_LW(.,1Z+4 MG.7P((DJLXS*/U? Q6[L^,Y^8L[2C383;CPJ: H+T-^*!XDCMU%9L0QRQ41. M)*S'SJ5_,1L:>VOPG<%.'3P3D\E2B$/B\5Y_9W#&7)54P$?P'6^G-V/GHD!6L: B;=8U%:TEB$KT: M8IO%48C])L1^:X@SL]=NJ4Q!:3*Q>QVD(L]D03DHK/X6\A+>DQSOE^?&@$Q$ MGF 6LFK^G*G'EJ8/FE@&_W^%#1MGP];$CS.0F '!'IDIO,M.[?5VN=#K>=Z; M4YN\G0O\,]SL%6[XDJOJX!XOL/FLEP1#FM4\GI#7!"RNNNJ@1:%/9N7 M0F-S[>,&/P] &@-\OQ9"[P?FN&\^..*_4$L#!!0 ( 'N!6%105 *K_P4 M "P> 9 >&PO=V]R:W-H965T9HF[8^4+>[GQ6;L87J\$IRTEWLCU_JL&61%"''_9)8\GLC M/@YG'F6.GI/T1[9A+#=^1F&<70TV>;Z]' ZSY89%?O8VV;*8?_.8I)&?\\MT M/3H>);L\#&(V3XUL%T5^^L\U"Y/GJP$, M]C>^!NM-7MP8CD=;?\T6+/^^G:?\:GB(L@HB%F=!$ALI>[P:O(/+.:4%H43\ M&;#G[.BS44AY2)(?Q<7]ZFI BA&QD"WS(H3/_SVQ&Q:&120^CK_KH(/#,POB M\>=]]/>E>"[FP<_831+^%:SRS=7 '1@K]NCOPOQK\OR1U8*L(MXR";/RK_%< M81UG8"QW69Y$-9F/( KBZK__LYZ((P*/HR9@34"18'80:$V@?0EF33#[$JR: M8/4EV#7![DMP:H+3E^#6!+5=3^ MZUN6^T&8O>'0[XM;X_6K-\8K(XB-;YMDE_GQ*AL-9<1>OV$K!G^KY@)H 0SX5A_G _7QNHG_LKUU%O^^O747_U%L[ M> KZY][:E?0OO;4KZ9/>VI7TZ7EK?G;>LIF_>.9;%4P/'8V6\6A'O"G?AF5^ MR#)-+/,0RRQCF:?%JAI)1;5*:K%Q>QJ;CH>.,QH^'3<,!:1OV7A&-F,1QV[ /BF@66*[9AGU4P*@'EO#0>P7,=8@C1/LD MPRS'(P3:L,\*F$L\(DCX(L-LM(DXMHDB&J4@CFTJP\ E%&WAJ3,%SG3!=;TV M;B[CD(('M,E^:UU:AW5I:=?E+>.O#\N@,F9NO88?<>L._BUOJ!I %W:3\PZQO!5"N6BVZ&I,174F\K)Y8(*8^ O;Y(H&78! M:%OB]DF!XWT0:8>NQF90;S,W2@9SD)E)S!M%-XK9@J4;8IO*7,%"HAK=22"-J9"]::B3<2)]DZ;MD_Q M_"0<_6RF;[;Z)%#YAPS+$\M<@;(M%'\_4*!X$JA8Y\.C0XV(I>ORV#$SELDN MSJM? P]W#T>;[\H#'N'^-5Q.0'%_"I?SZN"R"5^=HT[\=!WPW(7LD3^*O'7X M6-/J:+*ZR)-M>:3RD.1Y$I4?-\Q?L;0 \.\?DR3?7Q0/.!P0C_\'4$L#!!0 M ( 'N!6%1"E\+=%PD <\ 9 >&PO=V]R:W-H965T9*< M;,#]\9>29=.B*%JVH2^)7\YY^'+$PX>/I8N7)/V>S:7,O7^6BSB[',SS?/5F M-,JF<[D,LV&RDK'ZYC%)EV&NWJ9/HVR5RG!6DI:+$0* C99A% ^N+LK/@O3J M(EGGBRB60>IEZ^4R3/]]*Q?)R^4 #K8??(Z>YGGQP>CJ8A4^R8G,OZZ"5+T; M[:+,HJ6,LRB)O50^7@Y^@6\"(0I"B?@MDB_9WFNO&,JW)/E>O+F;70Y T2.Y MD-.\"!&J?\_R6BX61235C[^KH(-=FP5Q__4V^KMR\&HPW\),7B>+WZ-9/K\< MB($WDX_A>I%_3EX^R&I M(@W3199^==[J;!@X$W769XL*[+JP3**-__#?ZJ) MV".H.'8"J@C()) 6 JX(N"N!5 32E4 K NU*8!6!=27PBL"[$D1%$%T)?D7P MNQ(@V"H'.E-V8C?4;J5LY8:=]89;P6%#<=9&V4H..VL.MZ+#SJK#K>RPU'VT M623E"KL)\_#J(DU>O+3 JWC%BW*9EGRUL**X<)1)GJIO(\7+KR:W[^]O'[Y, MO-?>??A7DGI!FLS6T]R[#G/YE*21S+PPGGF!3*,FC=YW$6;*(9@HS M\QZ4[TW"A0+^="/S,%ID/ZMH7RK#,5)KL8Y:K31=.C M:=7!MYL.HI8.8N\^B?-YYMW&,SFS\!_7>Y7&9_.IH@NR9(V01I::(PQ:PP19OC M;:BTI!8IW_,5X3[B_&+TO.\C%IA E+$Z[,8"(SY!J Z[;<*PK_).7(>]LT0# M!'!1A[VW1*.0"E*'?;# L ^IT>B=!28XX$:TCTT8Y3X L [[U0(3P ?&$#XU M80PQ8/;MWA(-8VCV[:$)@P)@Q(Q6QQ8<$5 (OXX+FCB$H0^Q5K]V7=+==4D/ M7),R9[MPK*^5Q'=-\)-7TL.&RO9G$U."N2'BV((#@HO"C&JS M;L$Q=55PWS[K8C<&X1S#UTSE21VFW=_%\_N:=@AT9@A.G_B*NS]3B$)C48PM M*(&%86"!+19IFW*XE]E"9_^OD^4JB572FKWR5F&:;Q+93*;/T=0<5+T)I)M MO>F@-RN(S] !6U8 ])%O*F'!(679W-3"@J,4 M*BAMX/H7M#O/U[':V62HU2 MA22?R]0U.]K/(.U- NURD)TA 6M,&8:$4&1*T,0AAJ"YGP<6'/&%X&T2:".% M;B?]DH9QMDK2?#-+DV2Q+EXXEX)V."AZTT';'O3/T,&WF#<2S&^XD@6(@? Q M-95H A$$V*?4+@72WHKE7<^NR:6EE F)F'_\""$BW;#M;&C=W& M?:Q&)Z?0>*\4TULM!FOCQ:=78QXJ[OY, U.R@Y# ":EW6ULY=EOYL7(=EV-C M[<2XMU,^UFZ+SSCGX^;!'''!N;EMV7 (>3AC 6'$(,P)9L@FC?)F[?[BQ, M]TR":-\EO=4)B'92.R"*H=F/96FJ#: M:>D9I0G:+"40U%@]8QN,"V;\S!188 PPAEJTTCY.W3Y^G:0JO0MS6<[_[2): M1G%XJ A!M<_2WHH0=.]7IC.*$+19,GC-D;D8QC88Q,#\D2&PX1!D?IL0VJZI MVZ[;A>B>(U!MKK2W:@/5EDG/J#;09FW@]7Z=K9+%@L*4F+53&XP#WI)@4^W' MU.W'3E&ZY@5,&R?KK:; M#.R,VH*K%D(,(^GAR&!$U+OMO9:YO9:IQ0G[_], M&R7KK73 M%VR,TH'['#IX# D<$+JW=8&S-P&[-3FN!V>[=T,T%N=@&F?9&?4 M"5CS7*]F MR<^H$E32M-$*6VP:-%&&S)W&_+N!N4D+NY(3C?S]#G* MOBMM-OEF_1;KZ?XMUK%3-'=8", 0 M@!]M-VV>S Q.8=:G9>_V+[??._7>S\*/EE_;->^MT,"U,W-W8GNR_.ZPG Y1 MB_H'B'A(6L0_0(1#YM1>Z(U$'+A-PJ5]+=D_5GRA]P+16]E":.L7[E3Z5/$/ MA 5#:-?^(*^AX$;ZX]NK3XC>IH1[FW(J[SY;''TIZ*U']%8Z$7JO$>[,_>1+ MP1V6#W'+I>#FB19><(#'AMQ]*>A]41S8%UV7@N4H<[3^>BL2O95HQ-ZMPNZS MP F(CBD]DM@M/>\VE*F3^43I9D:ZSK.-T]Q[#[= M/;7Z2_GLGO'Y6_CF'EH^?X!O@LTSJ3K\YA'9^S!]BE0:OY"/JBDP+!*_=//4 MZ>9-GJS*I^6^)7F>+,N7/29)OWQ0-[)[]O?H_4$L#!!0 ( M 'N!6%1PV!4IJ 0 "P2 9 >&PO=V]R:W-H965TMV(K.F"V@H&0^1H*N;2A]? MW]N6!AB+;XQNY<$STJX\ ' 2@',NH)X ZN<"&@F@ M<0IH%@":":!Y[@JM!- Z%]!. &T3W5TX3"R'1)%>5_ M$MH:V/2#20B#AA"R M4.?N7 GXE0%.]8:3;Z/Y8K)8SD9SU'\"Q)Z,EN38$NS5YS$PV#G0:[ M0(.#'GBH-A*-0H]Z.?AQ.1[;)00UV)!T5^SW71G8I8R_Q>$5.LC=W!3>=$>]8*6RV,Z\=F]UDS*]^_9NI? ML]2_J> NI9Y$*\$#!,E $5^A2,#U0:BW*HH@G2"M="+1'S&+"G9BV,P(<^S3 MK1AEC>R65>! *W6@59Y"<(-!%Y#54+3AMN"9G#8)?^C(SH]R%W;K- _5.1D7 M6MDX%;K03EUHE[HPH 2.P(*$SV@AH/U0(='?)Z>SFHSA.();<'CG$*HJ>N2J MZ*R6',].*JSS(GKW!LGNH270Y$E/)!R=%R1RJW:T\G4T_;?3-"_W) M_ !?CW#._!A?W^\^7.SI=]]1X*UJS2#K?+J"I:RK%D@5NT\3NX'BD7G1?>(* M7IO-XX82CPIM +^O.%?O [U ^H&H]P]02P,$% @ >X%85 #262*4!0 M+A@ !D !X;"]W;W)K&ULI9G;;MLX$(9?A3!Z MD0"M1>JLP#'@^) X\:E)LXO%8B\4FXZ%RI)7I)OV[98N3[V+#N20_MV$DKEL;*7=7FB:6&[[U13O>\4A]LHZ3K2_5:?*J MB5W"_54FVH::3JFM;?T@:G4[V;5%TNW$>QD&$5\D1.RW6S_Y=_\B+1)UI9915L.61".*()'Q]W>JQJX6;\AGP1\#? MQ-$Q23-YB>/OZ"K/S]XGX=A&DA-X]\B9JL<,A4>'Q^B MC[+<52XOON#]./PS6,G-=-09+_)6\'2%EGN MA8RWA5C-8!M$^5__9U&'(X&*@POT0J!#@7E&8!0"HZG + 1F4X%5"*RF KL0 MV$T%3B%PF@K<0N V%7B%P&LJ8/30.=I84C:[TNVSDD.[6>-^LT/#6:7C]CG) MH>6L<<_9H>FL<=?9H>TLZ[N6+Y)LA0U\Z7<[2?Q&DI17\=*#;)EF>K6P@BC= M4)YDHCX-E$YV^_/9TWPR'O2^#0?DZW/O\=OPL^#L6(NR1?RE&\^)%X3N>'D.?+WJT#R%?FZ]Q/)D_ 7>>1"+6F1(O,=3_QT M]Q#D8L"E'X0B#?+\-" 7GR[))Z(1L?$3+D@0J5B!%)_5177\;1/OA1^M1$>3 M*M-TOMJRR.HFSTH_DY5!IG$D-X(,HQ5?(?I9O9[I-0$T5>*RSOJASC=Z;<0! M7[:)P3X3G>H,F5"_7O[$=TI.S\H']?+[?50K'];+IWY2._E1\]PI(K]MGCLF MOVN>.R8?-\\=D]\WSIUYB/RA<>ZH?-(X=U0^;9P[*I_]GN?GOV>;Q?^N_,D* M-LJ=TLCB&6?BO6]NHR#RHV7@AR3=C_3C>2A#,U2W;/L4&"&9ZIJZ?8L,J9GCJ M=M4XQ49(-&I2QSW%;I%H%K-<\Q2[0S##8Q88=(Q@KD,=$.V^BEF.1RD[Q1X0 MS*4>!2E,JIBMVQ3.;8I$,PP&YS:K8LREAFZ#4><(9[K,=;U3;E'E=(-YS'CO M_HDOK=*75JTO;Y-8"+)+XG4@,6OF:ONX_;IM@B3Z5$^")8D M4OXLC%G85#T"Y0\YY$(]V.S%ZOW*)>;7?!3G. ?:ML!.TZ]2M V_O@M M#O0ODBSBWRJE_ OO"[2C]UI;GKQF;YX%6<;[2.8/;N75\N5V+WO'!Z[?L*LI M0Z[/V-4B?W?]'CY_DZX>?5^#2)"0K]50M.VH_B;YV^G\1,:[[*W:2RQEO,T. M-]Q?\20%U.?K.):'DW2 \E\$W?\ 4$L#!!0 ( 'N!6%2_/N(X'0, H2 M - >&POBA++CD"6/%GIDO[ZZ2S'3E)=Z?JP97-(+=VG^^[3W;DRF=1F(]CMDC$3 MK$LAZY0LC:D^A&&]6+*2UF>J8M(BN=(E-7:JB["N-*-9#4ZE"$>#01R6E$LR MG5V:.EBHE30I.>],@;M]SE(RC,])X.AF*F,IN3]]^V.ES-6;P-U/WI^< M#.[?71W:3QO@'0F]I!DD5[)/ M;D2.2VYV#CS" P+)90.C*VJ#34$2_WHX*&;0<%; MGI)+I9O8+H+[.V^7'P#;&0CD0G0"1\09II.*&L.TO+:39G%C? (%[?AN4UF% MA::;X>B"] [-S0:9*YTQW849DJUI.A$L!SF:%TNX&U6% !JC2CO(."V4I(V& MK4<[L+0+)L0M/ W?\SWN=;Y3LP%43'9#*Z@=.AHW ?Y=-L>]2_LZWJ#B#\I\ M6MGMR&8.3<9N-,OYNIFO\TX QC[$V6E5B<3NC6+U@JS1]M M-&B5A34P38('I@U?[%I^:EK=L;79MM,ZQS6/_D'-?S;/!9-,4[$KVO;^,6?Y MU8K;X^-O:&[^K1PJ]HJ,+H]?8WMD'KO(^/A%1LGQ:VQ?-HY.9-@>C3OG[][I MVUD#>,M)R3=X7Q)]T&"^XL)PVVJ?OP%MC>,NU!GO+[1!%4%=.&/<$XDB08 M KWH[]$X1K(3P\=?'^PIB:(D\2. ^15$$8; TX@CF +0@"%1U)R#!^=1N#VG MPO[7G^DO4$L#!!0 ( 'N!6%27BKL

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end XML 109 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 110 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 111 FilingSummary.xml IDEA: XBRL DOCUMENT 3.22.0.1 html 341 514 1 false 73 0 false 5 false false R1.htm 0001001 - Document - Cover Page Sheet http://www.wabashnational.com/role/CoverPage Cover Page Cover 1 false false R2.htm 0002002 - Document - Audit Information Sheet http://www.wabashnational.com/role/AuditInformation Audit Information Notes 2 false false R3.htm 1001003 - Statement - CONSOLIDATED BALANCE SHEETS Sheet http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS CONSOLIDATED BALANCE SHEETS Uncategorized 3 false false R4.htm 1002004 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) Sheet http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETSParenthetical CONSOLIDATED BALANCE SHEETS (Parenthetical) Cover 4 false false R5.htm 1003005 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS Sheet http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS CONSOLIDATED STATEMENTS OF OPERATIONS Statements 5 false false R6.htm 1004006 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Sheet http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Statements 6 false false R7.htm 1005007 - Statement - CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Sheet http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Statements 7 false false R8.htm 1006008 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Sheet http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS Statements 8 false false R9.htm 2101101 - Disclosure - DESCRIPTION OF THE BUSINESS Sheet http://www.wabashnational.com/role/DESCRIPTIONOFTHEBUSINESS DESCRIPTION OF THE BUSINESS Notes 9 false false R10.htm 2102102 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sheet http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Notes 10 false false R11.htm 2110103 - Disclosure - NEW ACCOUNTING PRONOUNCEMENTS Sheet http://www.wabashnational.com/role/NEWACCOUNTINGPRONOUNCEMENTS NEW ACCOUNTING PRONOUNCEMENTS Notes 11 false false R12.htm 2111104 - Disclosure - REVENUE RECOGNITION Sheet http://www.wabashnational.com/role/REVENUERECOGNITION REVENUE RECOGNITION Notes 12 false false R13.htm 2112105 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS Sheet http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETS GOODWILL AND OTHER INTANGIBLE ASSETS Notes 13 false false R14.htm 2117106 - Disclosure - INVENTORIES Sheet http://www.wabashnational.com/role/INVENTORIES INVENTORIES Notes 14 false false R15.htm 2120107 - Disclosure - PROPERTY, PLANT AND EQUIPMENT Sheet http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENT PROPERTY, PLANT AND EQUIPMENT Notes 15 false false R16.htm 2124108 - Disclosure - OTHER ACCRUED LIABILITIES Sheet http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIES OTHER ACCRUED LIABILITIES Notes 16 false false R17.htm 2127109 - Disclosure - LONG-TERM DEBT Sheet http://www.wabashnational.com/role/LONGTERMDEBT LONG-TERM DEBT Notes 17 false false R18.htm 2134110 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS Sheet http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTS FINANCIAL DERIVATIVE INSTRUMENTS Notes 18 false false R19.htm 2139111 - Disclosure - LEASES Sheet http://www.wabashnational.com/role/LEASES LEASES Notes 19 false false R20.htm 2147112 - Disclosure - FAIR VALUE MEASUREMENTS Sheet http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTS FAIR VALUE MEASUREMENTS Notes 20 false false R21.htm 2151113 - Disclosure - COMMITMENTS AND CONTINGENCIES Sheet http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIES COMMITMENTS AND CONTINGENCIES Notes 21 false false R22.htm 2153114 - Disclosure - NET INCOME (LOSS) PER SHARE OF COMMON STOCK Sheet http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCK NET INCOME (LOSS) PER SHARE OF COMMON STOCK Notes 22 false false R23.htm 2157115 - Disclosure - STOCK-BASED COMPENSATION Sheet http://www.wabashnational.com/role/STOCKBASEDCOMPENSATION STOCK-BASED COMPENSATION Notes 23 false false R24.htm 2162116 - Disclosure - STOCKHOLDERS' EQUITY Sheet http://www.wabashnational.com/role/STOCKHOLDERSEQUITY STOCKHOLDERS' EQUITY Notes 24 false false R25.htm 2166117 - Disclosure - EMPLOYEE SAVINGS PLANS Sheet http://www.wabashnational.com/role/EMPLOYEESAVINGSPLANS EMPLOYEE SAVINGS PLANS Notes 25 false false R26.htm 2168118 - Disclosure - INCOME TAXES Sheet http://www.wabashnational.com/role/INCOMETAXES INCOME TAXES Notes 26 false false R27.htm 2176119 - Disclosure - SEGMENTS Sheet http://www.wabashnational.com/role/SEGMENTS SEGMENTS Notes 27 false false R28.htm 2181120 - Disclosure - DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT Sheet http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENT DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT Notes 28 false false R29.htm 2183121 - Disclosure - CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) Sheet http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITED CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) Notes 29 false false R30.htm 2203201 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Sheet http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Policies 30 false false R31.htm 2304301 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Sheet http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESTables SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Tables http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES 31 false false R32.htm 2313302 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) Sheet http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSTables GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) Tables http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETS 32 false false R33.htm 2318303 - Disclosure - INVENTORIES (Tables) Sheet http://www.wabashnational.com/role/INVENTORIESTables INVENTORIES (Tables) Tables http://www.wabashnational.com/role/INVENTORIES 33 false false R34.htm 2321304 - Disclosure - PROPERTY, PLANT AND EQUIPMENT (Tables) Sheet http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTTables PROPERTY, PLANT AND EQUIPMENT (Tables) Tables http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENT 34 false false R35.htm 2325305 - Disclosure - OTHER ACCRUED LIABILITIES (Tables) Sheet http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESTables OTHER ACCRUED LIABILITIES (Tables) Tables http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIES 35 false false R36.htm 2328306 - Disclosure - LONG-TERM DEBT (Tables) Sheet http://www.wabashnational.com/role/LONGTERMDEBTTables LONG-TERM DEBT (Tables) Tables http://www.wabashnational.com/role/LONGTERMDEBT 36 false false R37.htm 2335307 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS (Tables) Sheet http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSTables FINANCIAL DERIVATIVE INSTRUMENTS (Tables) Tables http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTS 37 false false R38.htm 2340308 - Disclosure - LEASES (Tables) Sheet http://www.wabashnational.com/role/LEASESTables LEASES (Tables) Tables http://www.wabashnational.com/role/LEASES 38 false false R39.htm 2348309 - Disclosure - FAIR VALUE MEASUREMENTS (Tables) Sheet http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSTables FAIR VALUE MEASUREMENTS (Tables) Tables http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTS 39 false false R40.htm 2354310 - Disclosure - NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables) Sheet http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKTables NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables) Tables http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCK 40 false false R41.htm 2358311 - Disclosure - STOCK-BASED COMPENSATION (Tables) Sheet http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONTables STOCK-BASED COMPENSATION (Tables) Tables http://www.wabashnational.com/role/STOCKBASEDCOMPENSATION 41 false false R42.htm 2363312 - Disclosure - STOCKHOLDERS' EQUITY (Tables) Sheet http://www.wabashnational.com/role/STOCKHOLDERSEQUITYTables STOCKHOLDERS' EQUITY (Tables) Tables http://www.wabashnational.com/role/STOCKHOLDERSEQUITY 42 false false R43.htm 2369313 - Disclosure - INCOME TAXES (Tables) Sheet http://www.wabashnational.com/role/INCOMETAXESTables INCOME TAXES (Tables) Tables http://www.wabashnational.com/role/INCOMETAXES 43 false false R44.htm 2377314 - Disclosure - SEGMENTS (Tables) Sheet http://www.wabashnational.com/role/SEGMENTSTables SEGMENTS (Tables) Tables http://www.wabashnational.com/role/SEGMENTS 44 false false R45.htm 2384315 - Disclosure - CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) Sheet http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITEDTables CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) Tables http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITED 45 false false R46.htm 2405401 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Allowance for Doubtful Accounts (Details) Sheet http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESChangesinAllowanceforDoubtfulAccountsDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Allowance for Doubtful Accounts (Details) Details 46 false false R47.htm 2406402 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Prepaid Expenses and Other (Details) Sheet http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Prepaid Expenses and Other (Details) Details 47 false false R48.htm 2407403 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) Sheet http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) Details 48 false false R49.htm 2408404 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranty Accrual Included in Other Accrued Liabilities (Details) Sheet http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESProductWarrantyAccrualIncludedinOtherAccruedLiabilitiesDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranty Accrual Included in Other Accrued Liabilities (Details) Details 49 false false R50.htm 2409405 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Self-Insurance Accrual Included In Other Accrued Liabilities (Details) Sheet http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESSelfInsuranceAccrualIncludedInOtherAccruedLiabilitiesDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Self-Insurance Accrual Included In Other Accrued Liabilities (Details) Details 50 false false R51.htm 2414406 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) Sheet http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) Details 51 false false R52.htm 2415407 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in the Carrying Amounts of Goodwill (Details) Sheet http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in the Carrying Amounts of Goodwill (Details) Details 52 false false R53.htm 2416408 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets (Details) Sheet http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets (Details) Details 53 false false R54.htm 2419409 - Disclosure - INVENTORIES - Schedule of Inventories (Details) Sheet http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails INVENTORIES - Schedule of Inventories (Details) Details 54 false false R55.htm 2422410 - Disclosure - PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) Sheet http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTNarrativeDetails PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) Details 55 false false R56.htm 2423411 - Disclosure - PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) Sheet http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) Details 56 false false R57.htm 2426412 - Disclosure - OTHER ACCRUED LIABILITIES - Major Components of Other Accrued Liabilities (Details) Sheet http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails OTHER ACCRUED LIABILITIES - Major Components of Other Accrued Liabilities (Details) Details 57 false false R58.htm 2429413 - Disclosure - LONG-TERM DEBT - Components of Long Term Debt (Details) Sheet http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails LONG-TERM DEBT - Components of Long Term Debt (Details) Details 58 false false R59.htm 2430414 - Disclosure - LONG-TERM DEBT - Senior Notes Due 2028 (Details) Notes http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details LONG-TERM DEBT - Senior Notes Due 2028 (Details) Details 59 false false R60.htm 2431415 - Disclosure - LONG-TERM DEBT - Senior Notes Due 2025 (Details) Notes http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details LONG-TERM DEBT - Senior Notes Due 2025 (Details) Details 60 false false R61.htm 2432416 - Disclosure - LONG-TERM DEBT - Revolving Credit Agreement Narrative (Details) Sheet http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails LONG-TERM DEBT - Revolving Credit Agreement Narrative (Details) Details 61 false false R62.htm 2433417 - Disclosure - LONG-TERM DEBT - New and Old Term Loan Credit Agreement Narrative (Details) Sheet http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails LONG-TERM DEBT - New and Old Term Loan Credit Agreement Narrative (Details) Details 62 false false R63.htm 2436418 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS - Narrative (Details) Sheet http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSNarrativeDetails FINANCIAL DERIVATIVE INSTRUMENTS - Narrative (Details) Details 63 false false R64.htm 2437419 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS - Fair Value Carrying Amount (Details) Sheet http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails FINANCIAL DERIVATIVE INSTRUMENTS - Fair Value Carrying Amount (Details) Details 64 false false R65.htm 2438420 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS - Gain or Loss Recognized in Accumulated Other Comprehensive Income (Details) Sheet http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSGainorLossRecognizedinAccumulatedOtherComprehensiveIncomeDetails FINANCIAL DERIVATIVE INSTRUMENTS - Gain or Loss Recognized in Accumulated Other Comprehensive Income (Details) Details 65 false false R66.htm 2441421 - Disclosure - LEASES - Narrative (Details) Sheet http://www.wabashnational.com/role/LEASESNarrativeDetails LEASES - Narrative (Details) Details 66 false false R67.htm 2442422 - Disclosure - LEASES - Leased Assets and Liabilities Included Within the Condensed Consolidated Balance Sheets (Details) Sheet http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails LEASES - Leased Assets and Liabilities Included Within the Condensed Consolidated Balance Sheets (Details) Details 67 false false R68.htm 2443423 - Disclosure - LEASES - Lease Cost (Details) Sheet http://www.wabashnational.com/role/LEASESLeaseCostDetails LEASES - Lease Cost (Details) Details 68 false false R69.htm 2444424 - Disclosure - LEASES - Maturity of Lease Liabilities (Details) Sheet http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails LEASES - Maturity of Lease Liabilities (Details) Details 69 false false R70.htm 2445425 - Disclosure - LEASES - Lease Terms and Discount Rates (Details) Sheet http://www.wabashnational.com/role/LEASESLeaseTermsandDiscountRatesDetails LEASES - Lease Terms and Discount Rates (Details) Details 70 false false R71.htm 2446426 - Disclosure - LEASES - Lease Costs Included in the Condensed Consolidated Statements of Cash Flows (Details) Sheet http://www.wabashnational.com/role/LEASESLeaseCostsIncludedintheCondensedConsolidatedStatementsofCashFlowsDetails LEASES - Lease Costs Included in the Condensed Consolidated Statements of Cash Flows (Details) Details 71 false false R72.htm 2449427 - Disclosure - FAIR VALUE MEASUREMENTS - Fair Value Measurements and Fair Value Hierarchy Level of Assets and Liabilities Measure at Fair Value (Details) Sheet http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails FAIR VALUE MEASUREMENTS - Fair Value Measurements and Fair Value Hierarchy Level of Assets and Liabilities Measure at Fair Value (Details) Details 72 false false R73.htm 2450428 - Disclosure - FAIR VALUE MEASUREMENTS - Carrying and Estimated Fair Value of Debt (Details) Sheet http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails FAIR VALUE MEASUREMENTS - Carrying and Estimated Fair Value of Debt (Details) Details 73 false false R74.htm 2452429 - Disclosure - COMMITMENTS AND CONTINGENCIES - Narrative (Details) Sheet http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIESNarrativeDetails COMMITMENTS AND CONTINGENCIES - Narrative (Details) Details 74 false false R75.htm 2455430 - Disclosure - NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Calculation of Basic and Diluted Per Share Of Common Stock (Details) Sheet http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Calculation of Basic and Diluted Per Share Of Common Stock (Details) Details http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKTables 75 false false R76.htm 2456431 - Disclosure - NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Narrative (Details) Sheet http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKNarrativeDetails NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Narrative (Details) Details http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKTables 76 false false R77.htm 2459432 - Disclosure - STOCK-BASED COMPENSATION - Narrative (Details) Sheet http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails STOCK-BASED COMPENSATION - Narrative (Details) Details 77 false false R78.htm 2460433 - Disclosure - STOCK-BASED COMPENSATION - Summary of Restricted Stock Activity (Details) Sheet http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails STOCK-BASED COMPENSATION - Summary of Restricted Stock Activity (Details) Details 78 false false R79.htm 2461434 - Disclosure - STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details) Sheet http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details) Details 79 false false R80.htm 2464435 - Disclosure - STOCKHOLDERS' EQUITY - Narrative (Details) Sheet http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails STOCKHOLDERS' EQUITY - Narrative (Details) Details 80 false false R81.htm 2465436 - Disclosure - STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Details) Sheet http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Details) Details 81 false false R82.htm 2467437 - Disclosure - EMPLOYEE SAVINGS PLANS - Narrative (Details) Sheet http://www.wabashnational.com/role/EMPLOYEESAVINGSPLANSNarrativeDetails EMPLOYEE SAVINGS PLANS - Narrative (Details) Details 82 false false R83.htm 2470438 - Disclosure - INCOME TAXES - Consolidated Income (loss) Before Income Taxes (Details) Sheet http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomelossBeforeIncomeTaxesDetails INCOME TAXES - Consolidated Income (loss) Before Income Taxes (Details) Details 83 false false R84.htm 2471439 - Disclosure - INCOME TAXES - Narrative (Details) Sheet http://www.wabashnational.com/role/INCOMETAXESNarrativeDetails INCOME TAXES - Narrative (Details) Details 84 false false R85.htm 2472440 - Disclosure - INCOME TAXES - Consolidated Income Tax Expense (benefit) (Details) Sheet http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails INCOME TAXES - Consolidated Income Tax Expense (benefit) (Details) Details 85 false false R86.htm 2473441 - Disclosure - INCOME TAXES - Reconciliation of Differences from U.S. Federal Statutory Rate (Details) Sheet http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails INCOME TAXES - Reconciliation of Differences from U.S. Federal Statutory Rate (Details) Details 86 false false R87.htm 2474442 - Disclosure - INCOME TAXES - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) Sheet http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails INCOME TAXES - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) Details 87 false false R88.htm 2475443 - Disclosure - INCOME TAXES - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) Sheet http://www.wabashnational.com/role/INCOMETAXESReconciliationofBeginningandEndingAmountofUnrecognizedTaxBenefitsDetails INCOME TAXES - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) Details 88 false false R89.htm 2478444 - Disclosure - SEGMENTS - Narrative (Details) Sheet http://www.wabashnational.com/role/SEGMENTSNarrativeDetails SEGMENTS - Narrative (Details) Details 89 false false R90.htm 2479445 - Disclosure - SEGMENTS - Reportable Segment Information (Details) Sheet http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails SEGMENTS - Reportable Segment Information (Details) Details 90 false false R91.htm 2480446 - Disclosure - SEGMENTS - Major Product Categories and Percentage of Consolidated Net Sales (Details) Sheet http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails SEGMENTS - Major Product Categories and Percentage of Consolidated Net Sales (Details) Details 91 false false R92.htm 2482447 - Disclosure - DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT (Details) Sheet http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT (Details) Details http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENT 92 false false R93.htm 2485448 - Disclosure - CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) - Summary of the Unaudited Quarterly Results of Operations (Details) Sheet http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITEDSummaryoftheUnauditedQuarterlyResultsofOperationsDetails CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) - Summary of the Unaudited Quarterly Results of Operations (Details) Details http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITEDTables 93 false false All Reports Book All Reports wnc-20211231.htm exhibit211-20211231.htm exhibit231-20211231.htm exhibit311-20211231.htm exhibit312-20211231.htm exhibit321-20211231.htm wnc-20211231.xsd wnc-20211231_cal.xml wnc-20211231_def.xml wnc-20211231_lab.xml wnc-20211231_pre.xml wnc-20211231_g1.jpg wnc-20211231_g2.jpg http://fasb.org/us-gaap/2021-01-31 http://xbrl.sec.gov/dei/2021q4 true true JSON 114 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "wnc-20211231.htm": { "axisCustom": 0, "axisStandard": 28, "contextCount": 341, "dts": { "calculationLink": { "local": [ "wnc-20211231_cal.xml" ] }, "definitionLink": { "local": [ "wnc-20211231_def.xml" ] }, "inline": { "local": [ "wnc-20211231.htm" ] }, "labelLink": { "local": [ "wnc-20211231_lab.xml" ] }, "presentationLink": { "local": [ "wnc-20211231_pre.xml" ] }, "schema": { "local": [ "wnc-20211231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-roles-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-types-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-gaap-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-roles-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-types-2021-01-31.xsd", "https://xbrl.sec.gov/country/2021/country-2021.xsd", "https://xbrl.sec.gov/dei/2021q4/dei-2021q4.xsd" ] } }, "elementCount": 656, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2021-01-31": 8, "http://www.wabashnational.com/20211231": 2, "http://xbrl.sec.gov/dei/2021q4": 4, "total": 14 }, "keyCustom": 43, "keyStandard": 471, "memberCustom": 24, "memberStandard": 45, "nsprefix": "wnc", "nsuri": "http://www.wabashnational.com/20211231", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0001001 - Document - Cover Page", "role": "http://www.wabashnational.com/role/CoverPage", "shortName": "Cover Page", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2102102 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "role": "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2110103 - Disclosure - NEW ACCOUNTING PRONOUNCEMENTS", "role": "http://www.wabashnational.com/role/NEWACCOUNTINGPRONOUNCEMENTS", "shortName": "NEW ACCOUNTING PRONOUNCEMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2111104 - Disclosure - REVENUE RECOGNITION", "role": "http://www.wabashnational.com/role/REVENUERECOGNITION", "shortName": "REVENUE RECOGNITION", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2112105 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS", "role": "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETS", "shortName": "GOODWILL AND OTHER INTANGIBLE ASSETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InventoryDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2117106 - Disclosure - INVENTORIES", "role": "http://www.wabashnational.com/role/INVENTORIES", "shortName": "INVENTORIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InventoryDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2120107 - Disclosure - PROPERTY, PLANT AND EQUIPMENT", "role": "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENT", "shortName": "PROPERTY, PLANT AND EQUIPMENT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2124108 - Disclosure - OTHER ACCRUED LIABILITIES", "role": "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIES", "shortName": "OTHER ACCRUED LIABILITIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2127109 - Disclosure - LONG-TERM DEBT", "role": "http://www.wabashnational.com/role/LONGTERMDEBT", "shortName": "LONG-TERM DEBT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2134110 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS", "role": "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTS", "shortName": "FINANCIAL DERIVATIVE INSTRUMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "us-gaap:LesseeFinanceLeasesTextBlock", "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2139111 - Disclosure - LEASES", "role": "http://www.wabashnational.com/role/LEASES", "shortName": "LEASES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "us-gaap:LesseeFinanceLeasesTextBlock", "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorFirmId", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "0002002 - Document - Audit Information", "role": "http://www.wabashnational.com/role/AuditInformation", "shortName": "Audit Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorFirmId", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2147112 - Disclosure - FAIR VALUE MEASUREMENTS", "role": "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTS", "shortName": "FAIR VALUE MEASUREMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2151113 - Disclosure - COMMITMENTS AND CONTINGENCIES", "role": "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIES", "shortName": "COMMITMENTS AND CONTINGENCIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2153114 - Disclosure - NET INCOME (LOSS) PER SHARE OF COMMON STOCK", "role": "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCK", "shortName": "NET INCOME (LOSS) PER SHARE OF COMMON STOCK", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2157115 - Disclosure - STOCK-BASED COMPENSATION", "role": "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATION", "shortName": "STOCK-BASED COMPENSATION", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2162116 - Disclosure - STOCKHOLDERS' EQUITY", "role": "http://www.wabashnational.com/role/STOCKHOLDERSEQUITY", "shortName": "STOCKHOLDERS' EQUITY", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "wnc:EmployeeSavingsPlansTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2166117 - Disclosure - EMPLOYEE SAVINGS PLANS", "role": "http://www.wabashnational.com/role/EMPLOYEESAVINGSPLANS", "shortName": "EMPLOYEE SAVINGS PLANS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "wnc:EmployeeSavingsPlansTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2168118 - Disclosure - INCOME TAXES", "role": "http://www.wabashnational.com/role/INCOMETAXES", "shortName": "INCOME TAXES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2176119 - Disclosure - SEGMENTS", "role": "http://www.wabashnational.com/role/SEGMENTS", "shortName": "SEGMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2181120 - Disclosure - DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT", "role": "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENT", "shortName": "DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:QuarterlyFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2183121 - Disclosure - CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)", "role": "http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITED", "shortName": "CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:QuarterlyFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1001003 - Statement - CONSOLIDATED BALANCE SHEETS", "role": "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "shortName": "CONSOLIDATED BALANCE SHEETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ConsolidationPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2203201 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)", "role": "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ConsolidationPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2304301 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)", "role": "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESTables", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2313302 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)", "role": "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSTables", "shortName": "GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2318303 - Disclosure - INVENTORIES (Tables)", "role": "http://www.wabashnational.com/role/INVENTORIESTables", "shortName": "INVENTORIES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2321304 - Disclosure - PROPERTY, PLANT AND EQUIPMENT (Tables)", "role": "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTTables", "shortName": "PROPERTY, PLANT AND EQUIPMENT (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2325305 - Disclosure - OTHER ACCRUED LIABILITIES (Tables)", "role": "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESTables", "shortName": "OTHER ACCRUED LIABILITIES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2328306 - Disclosure - LONG-TERM DEBT (Tables)", "role": "http://www.wabashnational.com/role/LONGTERMDEBTTables", "shortName": "LONG-TERM DEBT (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2335307 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS (Tables)", "role": "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSTables", "shortName": "FINANCIAL DERIVATIVE INSTRUMENTS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "wnc:AssetsandLiabilitiesLesseeTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2340308 - Disclosure - LEASES (Tables)", "role": "http://www.wabashnational.com/role/LEASESTables", "shortName": "LEASES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "wnc:AssetsandLiabilitiesLesseeTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2348309 - Disclosure - FAIR VALUE MEASUREMENTS (Tables)", "role": "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSTables", "shortName": "FAIR VALUE MEASUREMENTS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002004 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical)", "role": "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "shortName": "CONSOLIDATED BALANCE SHEETS (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "INF", "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2354310 - Disclosure - NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables)", "role": "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKTables", "shortName": "NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2358311 - Disclosure - STOCK-BASED COMPENSATION (Tables)", "role": "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONTables", "shortName": "STOCK-BASED COMPENSATION (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2363312 - Disclosure - STOCKHOLDERS' EQUITY (Tables)", "role": "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYTables", "shortName": "STOCKHOLDERS' EQUITY (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2369313 - Disclosure - INCOME TAXES (Tables)", "role": "http://www.wabashnational.com/role/INCOMETAXESTables", "shortName": "INCOME TAXES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2377314 - Disclosure - SEGMENTS (Tables)", "role": "http://www.wabashnational.com/role/SEGMENTSTables", "shortName": "SEGMENTS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2384315 - Disclosure - CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)", "role": "http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITEDTables", "shortName": "CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i888bc80dd39248f0bfffadb3babe0c93_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2405401 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Allowance for Doubtful Accounts (Details)", "role": "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESChangesinAllowanceforDoubtfulAccountsDetails", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Allowance for Doubtful Accounts (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i307f387fa47e453c9c347b95ac51b2e6_I20181231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "wnc:PrepaidChassisConverterPoolAgreements", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406402 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Prepaid Expenses and Other (Details)", "role": "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Prepaid Expenses and Other (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "wnc:PrepaidChassisConverterPoolAgreements", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:RestrictedCashAndInvestmentsCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407403 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)", "role": "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-5", "lang": "en-US", "name": "us-gaap:CapitalizedComputerSoftwareAmortization1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfProductWarrantyLiabilityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i888bc80dd39248f0bfffadb3babe0c93_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ProductWarrantyAccrual", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2408404 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranty Accrual Included in Other Accrued Liabilities (Details)", "role": "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESProductWarrantyAccrualIncludedinOtherAccruedLiabilitiesDetails", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Product Warranty Accrual Included in Other Accrued Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfProductWarrantyLiabilityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ProductWarrantyAccrualWarrantiesIssued", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003005 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS", "role": "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "shortName": "CONSOLIDATED STATEMENTS OF OPERATIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CostOfRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "wnc:ScheduleOfSelfInsuranceAccrualTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i888bc80dd39248f0bfffadb3babe0c93_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:SelfInsuranceReserve", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2409405 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Self-Insurance Accrual Included In Other Accrued Liabilities (Details)", "role": "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESSelfInsuranceAccrualIncludedInOtherAccruedLiabilitiesDetails", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Self-Insurance Accrual Included In Other Accrued Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "wnc:ScheduleOfSelfInsuranceAccrualTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "lang": "en-US", "name": "wnc:ExpensesFromSelfInsurance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9d11c9db9ec8488d980f0b266a807f37_D20210901-20211231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfOperatingSegments", "reportCount": 1, "unitRef": "segment", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2414406 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details)", "role": "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "shortName": "GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i6c7b8457f545400e866ba3de9a15672d_D20200101-20200331", "decimals": "-5", "lang": "en-US", "name": "us-gaap:GoodwillImpairmentLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i888bc80dd39248f0bfffadb3babe0c93_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:GoodwillGross", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2415407 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in the Carrying Amounts of Goodwill (Details)", "role": "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails", "shortName": "GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in the Carrying Amounts of Goodwill (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i964c3a093e264a05b0624467fd733d79_I20191231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:GoodwillGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2416408 - Disclosure - GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets (Details)", "role": "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails", "shortName": "GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:InventoryRawMaterialsNetOfReserves", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2419409 - Disclosure - INVENTORIES - Schedule of Inventories (Details)", "role": "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails", "shortName": "INVENTORIES - Schedule of Inventories (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:InventoryRawMaterialsNetOfReserves", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-5", "first": true, "lang": "en-US", "name": "wnc:GeneralAndAdministrativeExpensesCostOfGoodsSoldDepreciation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2422410 - Disclosure - PROPERTY, PLANT AND EQUIPMENT - Narrative (Details)", "role": "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTNarrativeDetails", "shortName": "PROPERTY, PLANT AND EQUIPMENT - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-5", "first": true, "lang": "en-US", "name": "wnc:GeneralAndAdministrativeExpensesCostOfGoodsSoldDepreciation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2423411 - Disclosure - PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details)", "role": "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails", "shortName": "PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerRefundLiabilityCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426412 - Disclosure - OTHER ACCRUED LIABILITIES - Major Components of Other Accrued Liabilities (Details)", "role": "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails", "shortName": "OTHER ACCRUED LIABILITIES - Major Components of Other Accrued Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ContractWithCustomerRefundLiabilityCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2429413 - Disclosure - LONG-TERM DEBT - Components of Long Term Debt (Details)", "role": "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails", "shortName": "LONG-TERM DEBT - Components of Long Term Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RepaymentsOfLongTermLinesOfCredit", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2430414 - Disclosure - LONG-TERM DEBT - Senior Notes Due 2028 (Details)", "role": "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details", "shortName": "LONG-TERM DEBT - Senior Notes Due 2028 (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i5edb8501d06444b487760ad2114e3576_I20210928", "decimals": "-6", "lang": "en-US", "name": "wnc:LineOfCreditFacilityIncreaseInBorrowingCapacity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004006 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "role": "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "shortName": "CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ProceedsFromIssuanceOfSeniorLongTermDebt", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2431415 - Disclosure - LONG-TERM DEBT - Senior Notes Due 2025 (Details)", "role": "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "shortName": "LONG-TERM DEBT - Senior Notes Due 2025 (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i4b7f7c0738264f7fac8b73e84245ba8b_D20170926-20170926", "decimals": "-5", "lang": "en-US", "name": "us-gaap:ProceedsFromIssuanceOfSeniorLongTermDebt", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RepaymentsOfLinesOfCredit", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2432416 - Disclosure - LONG-TERM DEBT - Revolving Credit Agreement Narrative (Details)", "role": "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails", "shortName": "LONG-TERM DEBT - Revolving Credit Agreement Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i5edb8501d06444b487760ad2114e3576_I20210928", "decimals": "INF", "lang": "en-US", "name": "wnc:LineOfCreditFacilityAccordionFeatureIncreaseAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "id026db4b9264485481b10c5f8bbc8bde_D20210401-20210630", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:GainsLossesOnExtinguishmentOfDebt", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2433417 - Disclosure - LONG-TERM DEBT - New and Old Term Loan Credit Agreement Narrative (Details)", "role": "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "shortName": "LONG-TERM DEBT - New and Old Term Loan Credit Agreement Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "ia45a5f1e81f6452dbb61743d47f3dd32_D20210401-20210630", "decimals": "-5", "lang": "en-US", "name": "us-gaap:RepaymentsOfLongTermDebt", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:DerivativeNotionalAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2436418 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS - Narrative (Details)", "role": "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSNarrativeDetails", "shortName": "FINANCIAL DERIVATIVE INSTRUMENTS - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:DerivativeNotionalAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DerivativeAssetsLiabilitiesAtFairValueNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2437419 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS - Fair Value Carrying Amount (Details)", "role": "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails", "shortName": "FINANCIAL DERIVATIVE INSTRUMENTS - Fair Value Carrying Amount (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DerivativeAssetsLiabilitiesAtFairValueNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashFlowHedgesIncludedInAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "ibb5182fb4b3747edb99575f03441ba36_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AociLossCashFlowHedgeCumulativeGainLossAfterTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2438420 - Disclosure - FINANCIAL DERIVATIVE INSTRUMENTS - Gain or Loss Recognized in Accumulated Other Comprehensive Income (Details)", "role": "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSGainorLossRecognizedinAccumulatedOtherComprehensiveIncomeDetails", "shortName": "FINANCIAL DERIVATIVE INSTRUMENTS - Gain or Loss Recognized in Accumulated Other Comprehensive Income (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfCashFlowHedgesIncludedInAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "ibb5182fb4b3747edb99575f03441ba36_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AociLossCashFlowHedgeCumulativeGainLossAfterTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2441421 - Disclosure - LEASES - Narrative (Details)", "role": "http://www.wabashnational.com/role/LEASESNarrativeDetails", "shortName": "LEASES - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "wnc:AssetsandLiabilitiesLesseeTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2442422 - Disclosure - LEASES - Leased Assets and Liabilities Included Within the Condensed Consolidated Balance Sheets (Details)", "role": "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails", "shortName": "LEASES - Leased Assets and Liabilities Included Within the Condensed Consolidated Balance Sheets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "wnc:AssetsandLiabilitiesLesseeTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2443423 - Disclosure - LEASES - Lease Cost (Details)", "role": "http://www.wabashnational.com/role/LEASESLeaseCostDetails", "shortName": "LEASES - Lease Cost (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FinanceLeaseLiabilityMaturityTableTextBlock", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2444424 - Disclosure - LEASES - Maturity of Lease Liabilities (Details)", "role": "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails", "shortName": "LEASES - Maturity of Lease Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FinanceLeaseLiabilityMaturityTableTextBlock", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i438a2e16e38d48a3a05988239c6c2590_I20181231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:SharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005007 - Statement - CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY", "role": "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "shortName": "CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i438a2e16e38d48a3a05988239c6c2590_I20181231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:SharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2445425 - Disclosure - LEASES - Lease Terms and Discount Rates (Details)", "role": "http://www.wabashnational.com/role/LEASESLeaseTermsandDiscountRatesDetails", "shortName": "LEASES - Lease Terms and Discount Rates (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2446426 - Disclosure - LEASES - Lease Costs Included in the Condensed Consolidated Statements of Cash Flows (Details)", "role": "http://www.wabashnational.com/role/LEASESLeaseCostsIncludedintheCondensedConsolidatedStatementsofCashFlowsDetails", "shortName": "LEASES - Lease Costs Included in the Condensed Consolidated Statements of Cash Flows (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashSurrenderValueFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2449427 - Disclosure - FAIR VALUE MEASUREMENTS - Fair Value Measurements and Fair Value Hierarchy Level of Assets and Liabilities Measure at Fair Value (Details)", "role": "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails", "shortName": "FAIR VALUE MEASUREMENTS - Fair Value Measurements and Fair Value Hierarchy Level of Assets and Liabilities Measure at Fair Value (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashSurrenderValueFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2450428 - Disclosure - FAIR VALUE MEASUREMENTS - Carrying and Estimated Fair Value of Debt (Details)", "role": "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "shortName": "FAIR VALUE MEASUREMENTS - Carrying and Estimated Fair Value of Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:PurchaseObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2452429 - Disclosure - COMMITMENTS AND CONTINGENCIES - Narrative (Details)", "role": "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIESNarrativeDetails", "shortName": "COMMITMENTS AND CONTINGENCIES - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:PurchaseObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2455430 - Disclosure - NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Calculation of Basic and Diluted Per Share Of Common Stock (Details)", "role": "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails", "shortName": "NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Calculation of Basic and Diluted Per Share Of Common Stock (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2456431 - Disclosure - NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Narrative (Details)", "role": "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKNarrativeDetails", "shortName": "NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensation", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2459432 - Disclosure - STOCK-BASED COMPENSATION - Narrative (Details)", "role": "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "shortName": "STOCK-BASED COMPENSATION - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "lang": "en-US", "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i888bc80dd39248f0bfffadb3babe0c93_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2460433 - Disclosure - STOCK-BASED COMPENSATION - Summary of Restricted Stock Activity (Details)", "role": "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails", "shortName": "STOCK-BASED COMPENSATION - Summary of Restricted Stock Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "id056c220b24949dc9007f04a75efceeb_D20210101-20211231", "decimals": "INF", "lang": "en-US", "name": "us-gaap:StockIssuedDuringPeriodSharesStockOptionsExercised", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i888bc80dd39248f0bfffadb3babe0c93_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2461434 - Disclosure - STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details)", "role": "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails", "shortName": "STOCK-BASED COMPENSATION - Summary of Stock Option Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "INF", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1006008 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS", "role": "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "shortName": "CONSOLIDATED STATEMENTS OF CASH FLOWS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:Depreciation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "icbef4548dca1424598f6be41fe37fcb0_I20210831", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:StockRepurchaseProgramAuthorizedAmount1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2464435 - Disclosure - STOCKHOLDERS' EQUITY - Narrative (Details)", "role": "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails", "shortName": "STOCKHOLDERS' EQUITY - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "icbef4548dca1424598f6be41fe37fcb0_I20210831", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:StockRepurchaseProgramAuthorizedAmount1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i888bc80dd39248f0bfffadb3babe0c93_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2465436 - Disclosure - STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Details)", "role": "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails", "shortName": "STOCKHOLDERS' EQUITY - Accumulated Other Comprehensive Income (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:OciBeforeReclassificationsNetOfTaxAttributableToParent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:LaborAndRelatedExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2467437 - Disclosure - EMPLOYEE SAVINGS PLANS - Narrative (Details)", "role": "http://www.wabashnational.com/role/EMPLOYEESAVINGSPLANSNarrativeDetails", "shortName": "EMPLOYEE SAVINGS PLANS - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:LaborAndRelatedExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2470438 - Disclosure - INCOME TAXES - Consolidated Income (loss) Before Income Taxes (Details)", "role": "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomelossBeforeIncomeTaxesDetails", "shortName": "INCOME TAXES - Consolidated Income (loss) Before Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i888bc80dd39248f0bfffadb3babe0c93_I20201231", "decimals": "-5", "first": true, "lang": "en-US", "name": "wnc:IncomeTaxesReceivableCARESAct", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2471439 - Disclosure - INCOME TAXES - Narrative (Details)", "role": "http://www.wabashnational.com/role/INCOMETAXESNarrativeDetails", "shortName": "INCOME TAXES - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i888bc80dd39248f0bfffadb3babe0c93_I20201231", "decimals": "-5", "first": true, "lang": "en-US", "name": "wnc:IncomeTaxesReceivableCARESAct", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2472440 - Disclosure - INCOME TAXES - Consolidated Income Tax Expense (benefit) (Details)", "role": "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails", "shortName": "INCOME TAXES - Consolidated Income Tax Expense (benefit) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2473441 - Disclosure - INCOME TAXES - Reconciliation of Differences from U.S. Federal Statutory Rate (Details)", "role": "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails", "shortName": "INCOME TAXES - Reconciliation of Differences from U.S. Federal Statutory Rate (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R87": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsTaxCreditCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2474442 - Disclosure - INCOME TAXES - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details)", "role": "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails", "shortName": "INCOME TAXES - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i8955b51061e04210ae80dfb2fe86d16d_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsTaxCreditCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R88": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i888bc80dd39248f0bfffadb3babe0c93_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2475443 - Disclosure - INCOME TAXES - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details)", "role": "http://www.wabashnational.com/role/INCOMETAXESReconciliationofBeginningandEndingAmountofUnrecognizedTaxBenefitsDetails", "shortName": "INCOME TAXES - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i964c3a093e264a05b0624467fd733d79_I20191231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R89": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "iec5668ad2c374208a14cfe38404bc9a8_D20210831-20210831", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfReportableSegments", "reportCount": 1, "unitRef": "segment", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2478444 - Disclosure - SEGMENTS - Narrative (Details)", "role": "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails", "shortName": "SEGMENTS - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i944c29c587164208a62982811d10a114_D20210101-20211231", "decimals": "2", "lang": "en-US", "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2101101 - Disclosure - DESCRIPTION OF THE BUSINESS", "role": "http://www.wabashnational.com/role/DESCRIPTIONOFTHEBUSINESS", "shortName": "DESCRIPTION OF THE BUSINESS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R90": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "idede0aad40a04cdcb8a7741e35b2ed7c_D20211001-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2479445 - Disclosure - SEGMENTS - Reportable Segment Information (Details)", "role": "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails", "shortName": "SEGMENTS - Reportable Segment Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:DepreciationAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R91": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "idede0aad40a04cdcb8a7741e35b2ed7c_D20211001-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2480446 - Disclosure - SEGMENTS - Major Product Categories and Percentage of Consolidated Net Sales (Details)", "role": "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "shortName": "SEGMENTS - Major Product Categories and Percentage of Consolidated Net Sales (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "ic9672db385e54a878c3e818ff9034c29_D20210101-20211231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R92": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i9e3c8633f721404c92ad07e73bb259ea_D20210101-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:GoodwillWrittenOffRelatedToSaleOfBusinessUnit", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2482447 - Disclosure - DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT (Details)", "role": "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails", "shortName": "DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "i7d735f18fcf145f3b698b4cdfb21c7c6_D20201001-20201231", "decimals": "-5", "lang": "en-US", "name": "us-gaap:ProceedsFromSaleOfPropertyPlantAndEquipment", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R93": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "idede0aad40a04cdcb8a7741e35b2ed7c_D20211001-20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2485448 - Disclosure - CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) - Summary of the Unaudited Quarterly Results of Operations (Details)", "role": "http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITEDSummaryoftheUnauditedQuarterlyResultsofOperationsDetails", "shortName": "CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) - Summary of the Unaudited Quarterly Results of Operations (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "wnc-20211231.htm", "contextRef": "idede0aad40a04cdcb8a7741e35b2ed7c_D20211001-20211231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:GrossProfit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } } }, "segmentCount": 73, "tag": { "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r745", "r746", "r747" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID", "terseLabel": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/AuditInformation" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r745", "r746", "r747" ], "lang": { "en-us": { "role": { "label": "Auditor Location", "terseLabel": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r745", "r746", "r747" ], "lang": { "en-us": { "role": { "label": "Auditor Name", "terseLabel": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]", "terseLabel": "Cover page." } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r745", "r746", "r747" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r748" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r743" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r742" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding (in shares)" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r742" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r742" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r750" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r742" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r742" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r742" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r742" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r751" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r745", "r746", "r747" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r741" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r744" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://www.wabashnational.com/role/CoverPage" ], "xbrltype": "tradingSymbolItemType" }, "srt_ConsolidationItemsAxis": { "auth_ref": [ "r150", "r221", "r234", "r235", "r236", "r237", "r239", "r241", "r245", "r349", "r350", "r351", "r352", "r353", "r354", "r356", "r357", "r359", "r361", "r362" ], "lang": { "en-us": { "role": { "label": "Consolidation Items [Axis]", "terseLabel": "Consolidation Items [Axis]" } } }, "localname": "ConsolidationItemsAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails" ], "xbrltype": "stringItemType" }, "srt_ConsolidationItemsDomain": { "auth_ref": [ "r150", "r221", "r234", "r235", "r236", "r237", "r239", "r241", "r245", "r349", "r350", "r351", "r352", "r353", "r354", "r356", "r357", "r359", "r361", "r362" ], "lang": { "en-us": { "role": { "label": "Consolidation Items [Domain]", "terseLabel": "Consolidation Items [Domain]" } } }, "localname": "ConsolidationItemsDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [ "r367", "r406", "r468", "r470", "r646", "r647", "r648", "r649", "r650", "r651", "r653", "r714", "r716", "r735", "r736" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r367", "r406", "r468", "r470", "r646", "r647", "r648", "r649", "r650", "r651", "r653", "r714", "r716", "r735", "r736" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r247", "r448", "r451", "r656", "r713", "r715" ], "lang": { "en-us": { "role": { "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r247", "r448", "r451", "r656", "r713", "r715" ], "lang": { "en-us": { "role": { "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r367", "r406", "r457", "r468", "r470", "r646", "r647", "r648", "r649", "r650", "r651", "r653", "r714", "r716", "r735", "r736" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r367", "r406", "r457", "r468", "r470", "r646", "r647", "r648", "r649", "r650", "r651", "r653", "r714", "r716", "r735", "r736" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AOCIAttributableToParentNetOfTaxRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "AOCI Attributable to Parent, Net of Tax [Roll Forward]", "terseLabel": "AOCI Attributable to Parent, Net of Tax [Roll Forward]" } } }, "localname": "AOCIAttributableToParentNetOfTaxRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]", "terseLabel": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent": { "auth_ref": [ "r683", "r706" ], "calculation": { "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date, including liabilities incurred and payable to vendors for goods and services received, taxes, interest, rent and utilities, compensation costs, payroll taxes and fringe benefits (other than pension and postretirement obligations), contractual rights and obligations, and statutory obligations.", "label": "Accounts Payable and Accrued Liabilities", "terseLabel": "Accrued interest" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock": { "auth_ref": [ "r60" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.", "label": "Accounts Payable and Accrued Liabilities Disclosure [Text Block]", "terseLabel": "OTHER ACCRUED LIABILITIES" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIES" ], "xbrltype": "textBlockItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r59", "r642" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableTradeCurrentAndNoncurrent": { "auth_ref": [ "r684", "r705" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Accounts Payable, Trade", "terseLabel": "Accounts payable, trade" } } }, "localname": "AccountsPayableTradeCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r20", "r40", "r252", "r253" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, net" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccretionExpense": { "auth_ref": [ "r321", "r322", "r323" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized for the passage of time, typically for liabilities, that have been discounted to their net present values. Excludes accretion associated with asset retirement obligations.", "label": "Accretion Expense", "terseLabel": "Accretion expense" } } }, "localname": "AccretionExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedIncomeTaxes": { "auth_ref": [ "r32", "r34", "r514", "r678", "r699" ], "calculation": { "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails": { "order": 7.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all domestic and foreign income tax obligations due. This amount is the total of current and noncurrent accrued income taxes.", "label": "Accrued Income Taxes", "terseLabel": "Accrued taxes" } } }, "localname": "AccruedIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r65" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Liabilities, Current", "terseLabel": "Other accrued liabilities", "totalLabel": "Other accrued liabilities" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedPayrollTaxesCurrentAndNoncurrent": { "auth_ref": [ "r684", "r705" ], "calculation": { "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory payroll taxes incurred through that date and withheld from employees pertaining to services received from them, including entity's matching share of the employees FICA taxes and contributions to the state and federal unemployment insurance programs.", "label": "Accrued Payroll Taxes", "terseLabel": "Payroll and related taxes" } } }, "localname": "AccruedPayrollTaxesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedGainLossNetCashFlowHedgeParentMember": { "auth_ref": [ "r92", "r102", "r103", "r104", "r105", "r560" ], "lang": { "en-us": { "role": { "documentation": "Accumulated other comprehensive income (loss) from gain (loss) of derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness, attributable to parent.", "label": "Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member]", "terseLabel": "Derivative Instruments" } } }, "localname": "AccumulatedGainLossNetCashFlowHedgeParentMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Accumulated Other Comprehensive Income (Loss) [Line Items]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Line Items]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r43", "r89", "r91", "r92", "r701", "r721", "r724" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "verboseLabel": "Accumulated other comprehensive income" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossTable": { "auth_ref": [ "r102", "r103", "r604", "r605", "r606", "r607", "r608", "r610" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about components of accumulated other comprehensive income (loss).", "label": "Accumulated Other Comprehensive Income (Loss) [Table]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Table]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r88", "r92", "r102", "r103", "r104", "r152", "r153", "r154", "r561", "r717", "r718", "r752" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "AOCI Attributable to Parent", "verboseLabel": "Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedTranslationAdjustmentMember": { "auth_ref": [ "r87", "r92", "r102", "r103", "r104", "r561", "r605", "r606", "r607", "r608", "r610" ], "lang": { "en-us": { "role": { "documentation": "Accumulated other comprehensive income (loss) resulting from foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to the parent.", "label": "Accumulated Foreign Currency Adjustment Attributable to Parent [Member]", "terseLabel": "Foreign Currency Translation" } } }, "localname": "AccumulatedTranslationAdjustmentMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r41", "r500", "r642" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r152", "r153", "r154", "r496", "r497", "r498", "r587" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-In Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "verboseLabel": "Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivable": { "auth_ref": [ "r258", "r268", "r269", "r272" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss", "periodEndLabel": "Balance at end of year", "periodStartLabel": "Balance at beginning of year" } } }, "localname": "AllowanceForDoubtfulAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESChangesinAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Accounts Receivable, Allowance for Credit Loss [Roll Forward]", "terseLabel": "Accounts Receivable, Allowance for Credit Loss [Roll Forward]" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableRollforward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESChangesinAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableWriteOffs": { "auth_ref": [ "r271" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of direct write-downs of accounts receivable charged against the allowance.", "label": "Accounts Receivable, Allowance for Credit Loss, Writeoff", "negatedLabel": "Write-offs, net of recoveries" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableWriteOffs", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESChangesinAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfFinancingCostsAndDiscounts": { "auth_ref": [ "r131", "r387", "r396", "r397", "r614" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to debt discount (premium) and debt issuance costs.", "label": "Amortization of Debt Issuance Costs and Discounts", "terseLabel": "Amortization of debt issuance costs and discounts" } } }, "localname": "AmortizationOfFinancingCostsAndDiscounts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r131", "r294", "r301" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 4.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "terseLabel": "Amortization of intangible assets", "verboseLabel": "Amortization of intangibles" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r190" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "verboseLabel": "Average diluted shares outstanding (in shares)" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AociLossCashFlowHedgeCumulativeGainLossAfterTax": { "auth_ref": [ "r89" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax, of accumulated gain (loss) on derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "AOCI, Cash Flow Hedge, Cumulative Gain (Loss), after Tax", "terseLabel": "Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion, net of tax)" } } }, "localname": "AociLossCashFlowHedgeCumulativeGainLossAfterTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSGainorLossRecognizedinAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetImpairmentCharges": { "auth_ref": [ "r131", "r310" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.", "label": "Asset Impairment Charges", "terseLabel": "Impairment", "verboseLabel": "Asset impairment" } } }, "localname": "AssetImpairmentCharges", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Assets": { "auth_ref": [ "r145", "r229", "r236", "r243", "r264", "r349", "r350", "r351", "r353", "r354", "r355", "r356", "r358", "r360", "r362", "r363", "r557", "r563", "r599", "r640", "r642", "r676", "r698" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "Assets", "verboseLabel": "Right-of-Use Assets" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r22", "r24", "r80", "r145", "r264", "r349", "r350", "r351", "r353", "r354", "r355", "r356", "r358", "r360", "r362", "r363", "r557", "r563", "r599", "r640", "r642" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current assets:" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsHeldForSaleNotPartOfDisposalGroupCurrent": { "auth_ref": [ "r308", "r642" ], "calculation": { "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails": { "order": 5.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of assets held-for-sale that are not part of a disposal group, expected to be sold within a year or the normal operating cycle, if longer.", "label": "Assets Held-for-sale, Not Part of Disposal Group, Current", "verboseLabel": "Assets held for sale" } } }, "localname": "AssetsHeldForSaleNotPartOfDisposalGroupCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r473", "r494" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by location on balance sheet (statement of financial position).", "label": "Balance Sheet Location [Axis]", "terseLabel": "Balance Sheet Location [Axis]" } } }, "localname": "BalanceSheetLocationAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationDomain": { "auth_ref": [ "r571", "r575" ], "lang": { "en-us": { "role": { "documentation": "Location in the balance sheet (statement of financial position).", "label": "Balance Sheet Location [Domain]", "terseLabel": "Balance Sheet Location [Domain]" } } }, "localname": "BalanceSheetLocationDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BaseRateMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum rate investor will accept.", "label": "Base Rate [Member]", "terseLabel": "Base Rate" } } }, "localname": "BaseRateMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BridgeLoanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Financing which is expected to be replaced by a medium to long-term loan. The loan \"bridges\" the gap in time when otherwise no financing would be in place.", "label": "Bridge Loan [Member]", "terseLabel": "Bridge Loan" } } }, "localname": "BridgeLoanMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BuildingAndBuildingImprovementsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Facility held for productive use including, but not limited to, office, production, storage and distribution facilities and any addition, improvement, or renovation to the structure, for example, but not limited to, interior masonry, interior flooring, electrical, and plumbing.", "label": "Building and Building Improvements [Member]", "terseLabel": "Buildings and building improvements" } } }, "localname": "BuildingAndBuildingImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CapitalizedComputerSoftwareAmortization1": { "auth_ref": [ "r738", "r740" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for amortization of capitalized computer software costs.", "label": "Capitalized Computer Software, Amortization", "terseLabel": "Capitalized computer software, amortization" } } }, "localname": "CapitalizedComputerSoftwareAmortization1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedComputerSoftwareNet": { "auth_ref": [ "r737" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The carrying amount of capitalized computer software costs net of accumulated amortization as of the balance sheet date.", "label": "Capitalized Computer Software, Net", "terseLabel": "Capitalized computer software, net" } } }, "localname": "CapitalizedComputerSoftwareNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r18", "r55", "r133" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of cash and cash equivalent balance.", "label": "Cash and Cash Equivalents [Axis]", "terseLabel": "Cash and Cash Equivalents [Axis]" } } }, "localname": "CashAndCashEquivalentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Mutual funds" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash and Cash Equivalents, Period Increase (Decrease) [Abstract]", "terseLabel": "Cash, cash equivalents, and restricted cash:" } } }, "localname": "CashAndCashEquivalentsPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r29", "r134" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "verboseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r127", "r133", "r136" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Cash, cash equivalents, and restricted cash at end of period", "periodStartLabel": "Cash, cash equivalents, and restricted cash at beginning of period" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r127", "r603" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Net (decrease) increase in cash, cash equivalents, and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFlowHedgingMember": { "auth_ref": [ "r569" ], "lang": { "en-us": { "role": { "documentation": "Hedge of the exposure to variability in the cash flows of a recognized asset or liability, or of a forecasted transaction, that is attributable to a particular risk.", "label": "Cash Flow Hedging [Member]", "terseLabel": "Cash Flow Hedging" } } }, "localname": "CashFlowHedgingMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSGainorLossRecognizedinAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashSurrenderValueFairValueDisclosure": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of the amount that could be realized under a life insurance contract or contracts owned by the entity, commonly known as corporate-owned life insurance (COLI) or bank-owned life insurance (BOLI).", "label": "Cash Surrender Value, Fair Value Disclosure", "terseLabel": "Life-insurance contracts" } } }, "localname": "CashSurrenderValueFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r142", "r145", "r175", "r179", "r184", "r187", "r189", "r201", "r202", "r203", "r264", "r349", "r354", "r355", "r356", "r362", "r363", "r404", "r405", "r409", "r413", "r599", "r749" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]", "terseLabel": "Class of Stock [Line Items]" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r70", "r329", "r685", "r704" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and contingencies" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]", "terseLabel": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r326", "r327", "r328", "r336", "r730" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "verboseLabel": "COMMITMENTS AND CONTINGENCIES" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIES" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommitmentsAndContingenciesPolicyTextBlock": { "auth_ref": [ "r343", "r731" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.", "label": "Commitments and Contingencies, Policy [Policy Text Block]", "terseLabel": "Used Trailer Trade Commitments" } } }, "localname": "CommitmentsAndContingenciesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommodityContractAssetCurrent": { "auth_ref": [ "r64" ], "calculation": { "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails": { "order": 1.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of the asset arising from commodity contracts such as futures contracts tied to the movement of a particular commodity, which are expected to be converted into cash or otherwise disposed of within a year or the normal operating cycle, if longer.", "label": "Commodity Contract Asset, Current", "terseLabel": "Commodity swap contracts" } } }, "localname": "CommodityContractAssetCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommodityContractMember": { "auth_ref": [ "r458", "r579" ], "lang": { "en-us": { "role": { "documentation": "Derivative instrument whose primary underlying risk is tied to commodity prices.", "label": "Commodity Contract [Member]", "terseLabel": "Commodity swap contracts" } } }, "localname": "CommodityContractMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails", "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSGainorLossRecognizedinAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockDividendsPerShareDeclared": { "auth_ref": [ "r427" ], "lang": { "en-us": { "role": { "documentation": "Aggregate dividends declared during the period for each share of common stock outstanding.", "label": "Common Stock, Dividends, Per Share, Declared", "verboseLabel": "Dividends declared per share (in usd per share)" } } }, "localname": "CommonStockDividendsPerShareDeclared", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r152", "r153", "r587" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r39" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock, par value (in usd per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r39" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, shares authorized (in shares)" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r39", "r420" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "terseLabel": "Common stock, shares outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r39", "r642" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "verboseLabel": "Common stock, $0.01 par value: 200,000,000 shares authorized; 48,954,482 and 52,536,482 shares outstanding, respectively" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComponentsOfDeferredTaxAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Deferred Tax Assets [Abstract]", "verboseLabel": "Deferred tax assets" } } }, "localname": "ComponentsOfDeferredTaxAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComponentsOfDeferredTaxLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Deferred Tax Liabilities [Abstract]", "verboseLabel": "Deferred tax liabilities" } } }, "localname": "ComponentsOfDeferredTaxLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r97", "r99", "r100", "r109", "r688", "r709" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Comprehensive (loss) income" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]", "verboseLabel": "Other comprehensive (loss) income, net of tax:" } } }, "localname": "ComprehensiveIncomeNetOfTaxAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r211", "r212", "r250", "r597", "r598", "r729" ], "lang": { "en-us": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]", "terseLabel": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r211", "r212", "r250", "r597", "r598", "r725", "r729" ], "lang": { "en-us": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]", "terseLabel": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r211", "r212", "r250", "r597", "r598", "r725", "r729" ], "lang": { "en-us": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]", "terseLabel": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r206", "r695" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "verboseLabel": "Concentration of Credit Risk" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskPercentage1": { "auth_ref": [ "r211", "r212", "r250", "r597", "r598" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.", "label": "Concentration Risk, Percentage", "terseLabel": "Percentage of consolidated net sales", "verboseLabel": "Concentration risk percentage" } } }, "localname": "ConcentrationRiskPercentage1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r211", "r212", "r250", "r597", "r598", "r729" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]", "terseLabel": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConsolidationPolicyTextBlock": { "auth_ref": [ "r138", "r559" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.", "label": "Consolidation, Policy [Policy Text Block]", "verboseLabel": "Basis of Consolidation" } } }, "localname": "ConsolidationPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConstructionInProgressMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service.", "label": "Construction in Progress [Member]", "terseLabel": "Construction in progress" } } }, "localname": "ConstructionInProgressMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContractWithCustomerRefundLiabilityCurrent": { "auth_ref": [ "r450" ], "calculation": { "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability for consideration received or receivable from customer which is not included in transaction price, when consideration is expected to be refunded to customer, classified as current.", "label": "Contract with Customer, Refund Liability, Current", "terseLabel": "Customer deposits" } } }, "localname": "ContractWithCustomerRefundLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfRevenue": { "auth_ref": [ "r114", "r145", "r264", "r349", "r350", "r351", "r354", "r355", "r356", "r358", "r360", "r362", "r363", "r599" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_GrossProfit", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate cost of goods produced and sold and services rendered during the reporting period.", "label": "Cost of Revenue", "terseLabel": "Cost of sales" } } }, "localname": "CostOfRevenue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r146", "r530", "r541" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails": { "order": 1.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal Tax Expense (Benefit)", "verboseLabel": "Federal" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentForeignTaxExpenseBenefit": { "auth_ref": [ "r146", "r530" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails": { "order": 3.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Foreign Tax Expense (Benefit)", "verboseLabel": "Foreign" } } }, "localname": "CurrentForeignTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "auth_ref": [ "r146", "r530", "r541", "r543" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.", "label": "Current Income Tax Expense (Benefit)", "totalLabel": "Current" } } }, "localname": "CurrentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Current Income Tax Expense (Benefit), Continuing Operations [Abstract]", "verboseLabel": "Current" } } }, "localname": "CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r146", "r530", "r541" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails": { "order": 2.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current State and Local Tax Expense (Benefit)", "verboseLabel": "State" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerConcentrationRiskMember": { "auth_ref": [ "r209", "r250" ], "lang": { "en-us": { "role": { "documentation": "Reflects the percentage that revenues in the period from one or more significant customers is to net revenues, as defined by the entity, such as total net revenues, product line revenues, segment revenues. The risk is the materially adverse effects of loss of a significant customer.", "label": "Customer Concentration Risk [Member]", "terseLabel": "Customer Concentration Risk" } } }, "localname": "CustomerConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CustomerRelationshipsMember": { "auth_ref": [ "r552" ], "lang": { "en-us": { "role": { "documentation": "Customer relationship that exists between an entity and its customer, for example, but not limited to, tenant relationships.", "label": "Customer Relationships [Member]", "terseLabel": "Customer relationships" } } }, "localname": "CustomerRelationshipsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]", "terseLabel": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r141", "r370", "r371", "r372", "r373", "r374", "r375", "r376", "r381", "r388", "r389", "r391", "r400" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "terseLabel": "LONG-TERM DEBT" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBT" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r31", "r32", "r33", "r144", "r150", "r364", "r365", "r366", "r367", "r368", "r369", "r371", "r377", "r378", "r379", "r380", "r382", "r383", "r384", "r385", "r386", "r387", "r394", "r395", "r396", "r397", "r615", "r677", "r680", "r697" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument.", "label": "Debt Instrument, Basis Spread on Variable Rate", "terseLabel": "Debt instrument, basis spread on variable rate" } } }, "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r33", "r392", "r680", "r697" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Long-term Debt, Gross", "terseLabel": "Long-term debt" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r364", "r394", "r395", "r613", "r615", "r616" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Debt instrument, face amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r67", "r365" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "verboseLabel": "Notes issued, interest rate" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]", "verboseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r68", "r144", "r150", "r364", "r365", "r366", "r367", "r368", "r369", "r371", "r377", "r378", "r379", "r380", "r382", "r383", "r384", "r385", "r386", "r387", "r394", "r395", "r396", "r397", "r615" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodAxis": { "auth_ref": [ "r693" ], "lang": { "en-us": { "role": { "documentation": "Information about timing of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period [Axis]", "terseLabel": "Debt Instrument, Redemption, Period [Axis]" } } }, "localname": "DebtInstrumentRedemptionPeriodAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodDomain": { "auth_ref": [ "r693" ], "lang": { "en-us": { "role": { "documentation": "Period as defined under terms of the debt agreement for debt redemption features.", "label": "Debt Instrument, Redemption, Period [Domain]", "terseLabel": "Debt Instrument, Redemption, Period [Domain]" } } }, "localname": "DebtInstrumentRedemptionPeriodDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodFiveMember": { "auth_ref": [ "r693" ], "lang": { "en-us": { "role": { "documentation": "Period five representing fifth most current period of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period Five [Member]", "terseLabel": "Debt Instrument, Redemption, Period Five" } } }, "localname": "DebtInstrumentRedemptionPeriodFiveMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodFourMember": { "auth_ref": [ "r693" ], "lang": { "en-us": { "role": { "documentation": "Period four representing fourth most current period of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period Four [Member]", "terseLabel": "Twelve-month period beginning on October 1, 2022", "verboseLabel": "Debt Instrument, Redemption, Period Four" } } }, "localname": "DebtInstrumentRedemptionPeriodFourMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodOneMember": { "auth_ref": [ "r693" ], "lang": { "en-us": { "role": { "documentation": "Period one representing most current period of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period One [Member]", "terseLabel": "Prior to October 1, 2020", "verboseLabel": "Debt Instrument, Redemption, Period One" } } }, "localname": "DebtInstrumentRedemptionPeriodOneMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodThreeMember": { "auth_ref": [ "r693" ], "lang": { "en-us": { "role": { "documentation": "Period three representing third most current period of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period Three [Member]", "terseLabel": "Twelve-month period beginning October 1, 2021", "verboseLabel": "Debt Instrument, Redemption, Period Three" } } }, "localname": "DebtInstrumentRedemptionPeriodThreeMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodTwoMember": { "auth_ref": [ "r693" ], "lang": { "en-us": { "role": { "documentation": "Period two representing second most current period of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period Two [Member]", "terseLabel": "Twelve-month period beginning October 1, 2020", "verboseLabel": "Debt Instrument, Redemption, Period Two" } } }, "localname": "DebtInstrumentRedemptionPeriodTwoMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPricePercentage": { "auth_ref": [ "r693" ], "lang": { "en-us": { "role": { "documentation": "Percentage price of original principal amount of debt at which debt can be redeemed by the issuer.", "label": "Debt Instrument, Redemption Price, Percentage", "terseLabel": "Debt instrument, redemption price, percentage" } } }, "localname": "DebtInstrumentRedemptionPricePercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of principal amount of debt redeemed.", "label": "Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed", "terseLabel": "Debt instrument, redemption price, percentage of principal amount redeemed" } } }, "localname": "DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r68", "r144", "r150", "r364", "r365", "r366", "r367", "r368", "r369", "r371", "r377", "r378", "r379", "r380", "r382", "r383", "r384", "r385", "r386", "r387", "r390", "r394", "r395", "r396", "r397", "r421", "r424", "r425", "r426", "r612", "r613", "r615", "r616", "r694" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscount": { "auth_ref": [ "r377", "r612", "r616" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of debt discount.", "label": "Debt Instrument, Unamortized Discount", "negatedLabel": "Less: unamortized discount and fees" } } }, "localname": "DebtInstrumentUnamortizedDiscount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r146", "r531", "r541" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal Income Tax Expense (Benefit)", "verboseLabel": "Federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r146", "r531", "r541" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "verboseLabel": "Foreign" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r131", "r146", "r531", "r541", "r542", "r543" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "totalLabel": "Deferred", "verboseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]", "verboseLabel": "Deferred" } } }, "localname": "DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r35", "r36", "r521", "r679", "r696" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 2.0, "parentTag": "wnc_DeferredTaxAssetsLiabilitiesGross", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTotalLabel": "Deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilitiesNet": { "auth_ref": [ "r508", "r509" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences with jurisdictional netting.", "label": "Deferred Income Tax Liabilities, Net", "verboseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r146", "r531", "r541" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "verboseLabel": "State" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r522" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 1.0, "parentTag": "wnc_DeferredTaxAssetsLiabilitiesGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsDomestic": { "auth_ref": [ "r528", "r529" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible domestic operating loss carryforwards. Excludes state and local operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Domestic", "terseLabel": "Deferred tax assets, operating loss carryforwards, domestic" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsDomestic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsStateAndLocal": { "auth_ref": [ "r528", "r529" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible state and local operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, State and Local", "terseLabel": "Deferred tax assets, operating loss carryforwards, state and local" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsStateAndLocal", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOther": { "auth_ref": [ "r528", "r529" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other.", "label": "Deferred Tax Assets, Other", "verboseLabel": "Other" } } }, "localname": "DeferredTaxAssetsOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwards": { "auth_ref": [ "r527", "r528", "r529" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of a valuation allowances, of deferred tax assets attributable to deductible tax credit carryforwards including, but not limited to, research, foreign, general business, alternative minimum tax, and other deductible tax credit carryforwards.", "label": "Deferred Tax Assets, Tax Credit Carryforwards", "verboseLabel": "Tax credits and loss carryforwards" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwards", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r523" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedLabel": "Valuation allowances" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilities": { "auth_ref": [ "r509", "r524" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting.", "label": "Deferred Tax Liabilities, Net", "negatedTotalLabel": "Net deferred tax liability" } } }, "localname": "DeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets": { "auth_ref": [ "r528", "r529" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill.", "label": "Deferred Tax Liabilities, Intangible Assets", "negatedLabel": "Intangibles" } } }, "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesOther": { "auth_ref": [ "r528", "r529" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences classified as other.", "label": "Deferred Tax Liabilities, Other", "negatedLabel": "Other" } } }, "localname": "DeferredTaxLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesPropertyPlantAndEquipment": { "auth_ref": [ "r528", "r529" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment.", "label": "Deferred Tax Liabilities, Property, Plant and Equipment", "negatedLabel": "Property, plant and equipment" } } }, "localname": "DeferredTaxLiabilitiesPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r131", "r312" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "verboseLabel": "Depreciation" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationAndAmortization": { "auth_ref": [ "r131", "r312" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.", "label": "Depreciation, Depletion and Amortization, Nonproduction", "verboseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAssetsLiabilitiesAtFairValueNet": { "auth_ref": [ "r566" ], "calculation": { "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair values as of the balance sheet date of the net amount of all assets and liabilities resulting from contracts that meet the criteria of being accounted for as derivative instruments.", "label": "Derivative Assets (Liabilities), at Fair Value, Net", "totalLabel": "Total derivatives designated as hedging instruments" } } }, "localname": "DerivativeAssetsLiabilitiesAtFairValueNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeContractTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Contract [Domain]", "terseLabel": "Derivative Contract [Domain]" } } }, "localname": "DerivativeContractTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails", "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSGainorLossRecognizedinAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeFairValueOfDerivativeAsset": { "auth_ref": [ "r82", "r85", "r86", "r573", "r652" ], "calculation": { "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails": { "order": 2.0, "parentTag": "us-gaap_DerivativeAssetsLiabilitiesAtFairValueNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value, before effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets elected not to be offset. Excludes assets not subject to a master netting arrangement.", "label": "Derivative Asset, Fair Value, Gross Asset", "terseLabel": "Derivative asset, fair value, gross asset" } } }, "localname": "DerivativeFairValueOfDerivativeAsset", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeFairValueOfDerivativeLiability": { "auth_ref": [ "r82", "r85", "r86", "r573", "r652" ], "calculation": { "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails": { "order": 1.0, "parentTag": "us-gaap_DerivativeAssetsLiabilitiesAtFairValueNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, before effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities elected not to be offset. Excludes liabilities not subject to a master netting arrangement.", "label": "Derivative Liability, Fair Value, Gross Liability", "negatedTerseLabel": "Derivative liability, fair value, gross liability" } } }, "localname": "DerivativeFairValueOfDerivativeLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeFairValueOfDerivativeNetAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Derivative, Fair Value, Net [Abstract]", "terseLabel": "Derivatives designated as hedging instruments" } } }, "localname": "DerivativeFairValueOfDerivativeNetAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r85", "r572", "r574", "r578", "r580" ], "lang": { "en-us": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]", "terseLabel": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails", "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSGainorLossRecognizedinAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Derivative Instruments and Hedging Activities Disclosure [Abstract]", "terseLabel": "Derivative Instruments and Hedging Activities Disclosure [Abstract]" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock": { "auth_ref": [ "r585", "r590" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.", "label": "Derivative Instruments and Hedging Activities Disclosure [Text Block]", "terseLabel": "FINANCIAL DERIVATIVE INSTRUMENTS" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_DerivativeInstrumentsGainLossByHedgingRelationshipAxis": { "auth_ref": [ "r570", "r572", "r578" ], "lang": { "en-us": { "role": { "documentation": "Information by type of hedging relationship.", "label": "Hedging Relationship [Axis]", "terseLabel": "Hedging Relationship [Axis]" } } }, "localname": "DerivativeInstrumentsGainLossByHedgingRelationshipAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSGainorLossRecognizedinAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsGainLossByHedgingRelationshipByIncomeStatementLocationByDerivativeInstrumentRiskTable": { "auth_ref": [ "r570", "r572", "r578", "r580", "r581", "r582", "r583" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about the location and amount of derivative instruments and nonderivative instruments designated as hedging instruments reported before netting adjustments, and the amount of gain (loss) on derivative instruments and nonderivative instruments designated and qualified as hedging instruments.", "label": "Derivative Instruments, Gain (Loss) [Table]", "terseLabel": "Derivative Instruments, Gain (Loss) [Table]" } } }, "localname": "DerivativeInstrumentsGainLossByHedgingRelationshipByIncomeStatementLocationByDerivativeInstrumentRiskTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSGainorLossRecognizedinAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsGainLossLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivative Instruments, Gain (Loss) [Line Items]", "terseLabel": "Derivative Instruments, Gain (Loss) [Line Items]" } } }, "localname": "DerivativeInstrumentsGainLossLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSGainorLossRecognizedinAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsGainLossReclassificationFromAccumulatedOCIToIncomeEstimatedNetAmountToBeTransferred": { "auth_ref": [ "r584" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The estimated value of gains (losses), net anticipated to be transferred in the future from accumulated other comprehensive income into earnings.", "label": "Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred", "verboseLabel": "Derivative instruments, gain (loss) reclassified from accumulated OCI into income over the next 12 months" } } }, "localname": "DerivativeInstrumentsGainLossReclassificationFromAccumulatedOCIToIncomeEstimatedNetAmountToBeTransferred", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilities": { "auth_ref": [ "r83", "r84", "r85", "r596" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability", "negatedTerseLabel": "Commodity swap contracts" } } }, "localname": "DerivativeLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeNotionalAmount": { "auth_ref": [ "r567", "r568" ], "lang": { "en-us": { "role": { "documentation": "Nominal or face amount used to calculate payment on derivative.", "label": "Derivative, Notional Amount", "terseLabel": "Derivative, notional amount" } } }, "localname": "DerivativeNotionalAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativesFairValueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivatives, Fair Value [Line Items]", "terseLabel": "Derivatives, Fair Value [Line Items]" } } }, "localname": "DerivativesFairValueLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DevelopedTechnologyRightsMember": { "auth_ref": [ "r553" ], "lang": { "en-us": { "role": { "documentation": "Rights to developed technology, which can include the right to develop, use, market, sell, or offer for sale products, compounds, or intellectual property.", "label": "Developed Technology Rights [Member]", "terseLabel": "Technology" } } }, "localname": "DevelopedTechnologyRightsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r502" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for share-based payment arrangement.", "label": "Share-based Payment Arrangement [Text Block]", "terseLabel": "STOCK-BASED COMPENSATION" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATION" ], "xbrltype": "textBlockItemType" }, "us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Discontinued Operations and Disposal Groups [Abstract]" } } }, "localname": "DiscontinuedOperationsAndDisposalGroupsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DisposalGroupClassificationAxis": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "documentation": "Information by disposal group classification.", "label": "Disposal Group Classification [Axis]", "terseLabel": "Disposal Group Classification [Axis]" } } }, "localname": "DisposalGroupClassificationAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisposalGroupClassificationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Component or group of components disposed of, including but not limited to, disposal group held-for-sale or disposed of by sale, disposed of by means other than sale, and discontinued operations.", "label": "Disposal Group Classification [Domain]", "terseLabel": "Disposal Group Classification [Domain]" } } }, "localname": "DisposalGroupClassificationDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember": { "auth_ref": [ "r311", "r317" ], "lang": { "en-us": { "role": { "documentation": "Disposal group that has been sold. Excludes disposals classified as discontinued operations.", "label": "Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]", "terseLabel": "Disposal Group, Disposed of by Sale, Not Discontinued Operations" } } }, "localname": "DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock": { "auth_ref": [ "r16", "r320" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.", "label": "Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]", "terseLabel": "DIVESTITURES AND PROPERTY, PLANT, AND EQUIPMENT" } } }, "localname": "DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENT" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisposalGroupsIncludingDiscontinuedOperationsNameDomain": { "auth_ref": [ "r467", "r469" ], "lang": { "en-us": { "role": { "documentation": "Name of disposal group.", "label": "Disposal Group Name [Domain]", "terseLabel": "Disposal Group Name [Domain]" } } }, "localname": "DisposalGroupsIncludingDiscontinuedOperationsNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DividendsCommonStock": { "auth_ref": [ "r427", "r692" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of paid and unpaid common stock dividends declared with the form of settlement in cash, stock and payment-in-kind (PIK).", "label": "Dividends, Common Stock", "negatedLabel": "Common stock dividends" } } }, "localname": "DividendsCommonStock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Net income (loss) per share:" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r110", "r161", "r162", "r163", "r164", "r165", "r172", "r175", "r187", "r188", "r189", "r193", "r194", "r588", "r589", "r689", "r710" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Basic net (loss) income per share (in usd per share)", "verboseLabel": "Basic (in usd per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITEDSummaryoftheUnauditedQuarterlyResultsofOperationsDetails", "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareBasicAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share, Basic [Abstract]", "verboseLabel": "Basic net income (loss) per share:" } } }, "localname": "EarningsPerShareBasicAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r110", "r161", "r162", "r163", "r164", "r165", "r175", "r187", "r188", "r189", "r193", "r194", "r588", "r589", "r689", "r710" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Diluted net (loss) income per share (in usd per share)", "verboseLabel": "Diluted (in usd per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITEDSummaryoftheUnauditedQuarterlyResultsofOperationsDetails", "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDilutedAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share, Diluted [Abstract]", "terseLabel": "Diluted net income (loss) per share:" } } }, "localname": "EarningsPerShareDilutedAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r190", "r191", "r192", "r195" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "verboseLabel": "NET INCOME (LOSS) PER SHARE OF COMMON STOCK" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCK" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitAmount": { "auth_ref": [ "r501", "r511" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to expense for award under share-based payment arrangement. Excludes expense determined to be nondeductible upon grant or after for award under share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount", "terseLabel": "Compensation expense" } } }, "localname": "EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r493" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount", "verboseLabel": "Compensation costs not yet recognized" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r493" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Compensation costs not yet recognized, period for recognition" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [ "r492" ], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.", "label": "Share-based Payment Arrangement, Option [Member]", "terseLabel": "Stock Option" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r0", "r102", "r103", "r104", "r152", "r153", "r154", "r158", "r166", "r168", "r200", "r265", "r420", "r427", "r496", "r497", "r498", "r534", "r535", "r587", "r604", "r605", "r606", "r607", "r608", "r610", "r717", "r718", "r719", "r752" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ExtinguishmentOfDebtAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Gross amount of debt extinguished.", "label": "Extinguishment of Debt, Amount", "terseLabel": "Payment of principal" } } }, "localname": "ExtinguishmentOfDebtAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "verboseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r591", "r592", "r593", "r595" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r379", "r394", "r395", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r466", "r592", "r643", "r644", "r645" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]", "terseLabel": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r594" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "verboseLabel": "FAIR VALUE MEASUREMENTS" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r379", "r458", "r459", "r464", "r466", "r592", "r643" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "netLabel": "Quoted Prices in Active Markets for Identical Assets (Level 1)", "verboseLabel": "Level 1" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r379", "r394", "r395", "r458", "r459", "r464", "r466", "r592", "r644" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "netLabel": "Level 2", "terseLabel": "Significant Other Observable Inputs (Level 2)" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r379", "r394", "r395", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r466", "r592", "r645" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Significant Unobservable Inputs (Level 3)", "verboseLabel": "Level 3" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock": { "auth_ref": [ "r591", "r592" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset.", "label": "Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]", "terseLabel": "Fair Value, Liabilities Measured on Recurring Basis" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r379", "r394", "r395", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r466", "r643", "r644", "r645" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValuesDerivativesBalanceSheetLocationByDerivativeContractTypeByHedgingDesignationTable": { "auth_ref": [ "r571", "r576", "r582" ], "lang": { "en-us": { "role": { "documentation": "Schedule that discloses the location and fair value amounts of derivative instruments (and nonderivative instruments that are designated and qualify as hedging instruments) reported in the statement of financial position.", "label": "Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table]", "terseLabel": "Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table]" } } }, "localname": "FairValuesDerivativesBalanceSheetLocationByDerivativeContractTypeByHedgingDesignationTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinanceLeaseInterestExpense": { "auth_ref": [ "r620", "r626", "r634" ], "calculation": { "http://www.wabashnational.com/role/LEASESLeaseCostDetails": { "order": 3.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of interest expense on finance lease liability.", "label": "Finance Lease, Interest Expense", "terseLabel": "Interest on lease liabilities" } } }, "localname": "FinanceLeaseInterestExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseInterestPaymentOnLiability": { "auth_ref": [ "r622", "r628" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of interest paid on finance lease liability.", "label": "Finance Lease, Interest Payment on Liability", "terseLabel": "Operating cash flows from finance leases" } } }, "localname": "FinanceLeaseInterestPaymentOnLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseCostsIncludedintheCondensedConsolidatedStatementsofCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilitiesPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Finance Lease, Liability, Payment, Due [Abstract]", "terseLabel": "Finance Leases" } } }, "localname": "FinanceLeaseLiabilitiesPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinanceLeaseLiability": { "auth_ref": [ "r618", "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease.", "label": "Finance Lease, Liability", "terseLabel": "Present value of lease payments" } } }, "localname": "FinanceLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityCurrent": { "auth_ref": [ "r618" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails": { "order": 2.0, "parentTag": "wnc_OperatingLeaseandFinanceLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as current.", "label": "Finance Lease, Liability, Current", "terseLabel": "Current portion of finance lease obligations", "verboseLabel": "Finance" } } }, "localname": "FinanceLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r633" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of finance lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to finance lease liability recognized in statement of financial position.", "label": "Finance Lease, Liability, Fiscal Year Maturity [Table Text Block]", "terseLabel": "Finance Lease, Liability, Maturity" } } }, "localname": "FinanceLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinanceLeaseLiabilityNoncurrent": { "auth_ref": [ "r618" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 }, "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails": { "order": 4.0, "parentTag": "wnc_OperatingLeaseandFinanceLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent.", "label": "Finance Lease, Liability, Noncurrent", "terseLabel": "Finance lease obligations", "verboseLabel": "Finance" } } }, "localname": "FinanceLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDue": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails_1": { "order": 2.0, "parentTag": "wnc_OperatingAndFinanceLeaseLiabilityToBePaid", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, Payment, Due", "totalLabel": "Total lease payments" } } }, "localname": "FinanceLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 2.0, "parentTag": "wnc_OperatingAndFinanceLeaseLiabilityToBePaidAfterYearFive", "weight": 1.0 }, "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails_1": { "order": 6.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 2.0, "parentTag": "wnc_OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearOne", "weight": 1.0 }, "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails_1": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year One", "terseLabel": "2022" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 2.0, "parentTag": "wnc_OperatingAndFinanceLeaseLiabilityToBePaidYearFive", "weight": 1.0 }, "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails_1": { "order": 5.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Five", "terseLabel": "2026" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 2.0, "parentTag": "wnc_OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearFour", "weight": 1.0 }, "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails_1": { "order": 4.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Four", "terseLabel": "2025" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 2.0, "parentTag": "wnc_OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearThree", "weight": 1.0 }, "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails_1": { "order": 3.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Three", "terseLabel": "2024" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 2.0, "parentTag": "wnc_OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearTwo", "weight": 1.0 }, "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails_1": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Two", "terseLabel": "2023" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, Undiscounted Excess Amount", "terseLabel": "Less: interest" } } }, "localname": "FinanceLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeasePrincipalPayments": { "auth_ref": [ "r621", "r628" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for principal payment on finance lease.", "label": "Finance Lease, Principal Payments", "negatedLabel": "Principal payments under finance lease obligations", "terseLabel": "Financing cash flows from finance leases" } } }, "localname": "FinanceLeasePrincipalPayments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.wabashnational.com/role/LEASESLeaseCostsIncludedintheCondensedConsolidatedStatementsofCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAsset": { "auth_ref": [ "r617" ], "calculation": { "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails": { "order": 2.0, "parentTag": "wnc_OperatingLeaseandFinanceLeaseRightofUseAsset", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, after Accumulated Amortization", "terseLabel": "Finance", "verboseLabel": "Finance lease, right-of-use asset, net of accumulated amortization" } } }, "localname": "FinanceLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails", "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAssetAccumulatedAmortization": { "auth_ref": [ "r620", "r626" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated amortization of right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, Accumulated Amortization", "terseLabel": "Finance lease, right-of-use asset, accumulated amortization" } } }, "localname": "FinanceLeaseRightOfUseAssetAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAssetAmortization": { "auth_ref": [ "r620", "r626", "r634" ], "calculation": { "http://www.wabashnational.com/role/LEASESLeaseCostDetails": { "order": 2.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, Amortization", "terseLabel": "Amortization of ROU leased assets" } } }, "localname": "FinanceLeaseRightOfUseAssetAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r631", "r634" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for finance lease calculated at point in time.", "label": "Finance Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Finance leases" } } }, "localname": "FinanceLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseTermsandDiscountRatesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_FinanceLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r630", "r634" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Finance Lease, Weighted Average Remaining Lease Term", "terseLabel": "Finance leases" } } }, "localname": "FinanceLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseTermsandDiscountRatesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Asset, Useful Life", "terseLabel": "Weighted Average Amortization Period" } } }, "localname": "FiniteLivedIntangibleAssetUsefulLife", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r300" ], "calculation": { "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "negatedTerseLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r302" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "terseLabel": "2022" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "auth_ref": [ "r302" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Five", "terseLabel": "2026" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r302" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four", "terseLabel": "2025" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r302" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "terseLabel": "2024" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r302" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "terseLabel": "2023" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r295", "r297", "r300", "r304", "r657", "r661" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r300", "r661" ], "calculation": { "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Gross Intangible Assets" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r295", "r299" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r300", "r657" ], "calculation": { "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "totalLabel": "Net Intangible Assets" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnDispositionOfAssets1": { "auth_ref": [ "r131" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) on sale or disposal of assets, including but not limited to property plant and equipment, intangible assets and equity in securities of subsidiaries or equity method investee.", "label": "Gain (Loss) on Disposition of Assets", "negatedLabel": "Net gain on sale of assets and business divestiture" } } }, "localname": "GainLossOnDispositionOfAssets1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnSaleOfBusiness": { "auth_ref": [ "r131", "r562" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) from sale and disposal of integrated set of activities and assets capable of being conducted and managed for purpose of providing return in form of dividend, lower cost, or other economic benefit to investor, owner, member and participant.", "label": "Gain (Loss) on Disposition of Business", "terseLabel": "Gain (loss) on divestiture" } } }, "localname": "GainLossOnSaleOfBusiness", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnSaleOfPropertyPlantEquipment": { "auth_ref": [ "r131" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property.", "label": "Gain (Loss) on Disposition of Property Plant Equipment", "terseLabel": "Gain (loss) on disposition of property plant equipment" } } }, "localname": "GainLossOnSaleOfPropertyPlantEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainsLossesOnExtinguishmentOfDebt": { "auth_ref": [ "r131", "r398", "r399" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.", "label": "Gain (Loss) on Extinguishment of Debt", "negatedLabel": "Loss on debt extinguishment", "negatedTerseLabel": "Loss on debt extinguishment" } } }, "localname": "GainsLossesOnExtinguishmentOfDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r115" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and Administrative Expense", "terseLabel": "General and administrative expenses" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r280", "r282", "r642", "r675" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "periodEndLabel": "Goodwill at end of period", "periodStartLabel": "Goodwill at beginning of period", "terseLabel": "Goodwill", "verboseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]", "terseLabel": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r306" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for goodwill and intangible assets.", "label": "Goodwill and Intangible Assets Disclosure [Text Block]", "terseLabel": "GOODWILL AND OTHER INTANGIBLE ASSETS" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETS" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillAndIntangibleAssetsGoodwillPolicy": { "auth_ref": [ "r289" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for goodwill. This accounting policy also may address how an entity assesses and measures impairment of goodwill, how reporting units are determined, how goodwill is allocated to such units, and how the fair values of the reporting units are determined.", "label": "Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]", "terseLabel": "Goodwill" } } }, "localname": "GoodwillAndIntangibleAssetsGoodwillPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillGross": { "auth_ref": [ "r283", "r288" ], "calculation": { "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails": { "order": 1.0, "parentTag": "us-gaap_Goodwill", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Gross", "periodEndLabel": "Goodwill, gross at end of period", "periodStartLabel": "Goodwill, gross at beginning of period" } } }, "localname": "GoodwillGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairedAccumulatedImpairmentLoss": { "auth_ref": [ "r283", "r288" ], "calculation": { "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails": { "order": 2.0, "parentTag": "us-gaap_Goodwill", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated impairment loss for an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impaired, Accumulated Impairment Loss", "negatedPeriodEndLabel": "Accumulated impairment losses at end of period", "negatedPeriodStartLabel": "Accumulated impairment losses at beginning of period" } } }, "localname": "GoodwillImpairedAccumulatedImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairmentLoss": { "auth_ref": [ "r131", "r281", "r285", "r291" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impairment Loss", "negatedLabel": "Goodwill impairments", "verboseLabel": "Goodwill, impairment loss" } } }, "localname": "GoodwillImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Goodwill [Line Items]", "terseLabel": "Goodwill [Line Items]" } } }, "localname": "GoodwillLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GoodwillRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Goodwill [Roll Forward]", "terseLabel": "Goodwill [Roll Forward]" } } }, "localname": "GoodwillRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GoodwillTranslationAndPurchaseAccountingAdjustments": { "auth_ref": [ "r286", "r287", "r550" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from foreign currency translation adjustments and purchase accounting adjustments of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Translation and Purchase Accounting Adjustments", "terseLabel": "Effects of foreign currency" } } }, "localname": "GoodwillTranslationAndPurchaseAccountingAdjustments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillWrittenOffRelatedToSaleOfBusinessUnit": { "auth_ref": [ "r284" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of divestiture of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Written off Related to Sale of Business Unit", "negatedLabel": "Impact of divestiture on goodwill", "verboseLabel": "Goodwill impairments" } } }, "localname": "GoodwillWrittenOffRelatedToSaleOfBusinessUnit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GrossProfit": { "auth_ref": [ "r113", "r145", "r229", "r235", "r239", "r242", "r245", "r264", "r349", "r350", "r351", "r354", "r355", "r356", "r358", "r360", "r362", "r363", "r599" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.", "label": "Gross Profit", "terseLabel": "Gross profit", "totalLabel": "Gross profit" } } }, "localname": "GrossProfit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITEDSummaryoftheUnauditedQuarterlyResultsofOperationsDetails", "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_HedgingRelationshipDomain": { "auth_ref": [ "r570" ], "lang": { "en-us": { "role": { "documentation": "Nature or intent of a hedge.", "label": "Hedging Relationship [Domain]", "terseLabel": "Hedging Relationship [Domain]" } } }, "localname": "HedgingRelationshipDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSGainorLossRecognizedinAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ImpairmentOfIntangibleAssetsExcludingGoodwill": { "auth_ref": [ "r131", "r305" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of impairment loss recognized in the period resulting from the write-down of the carrying amount of an intangible asset (excluding goodwill) to fair value.", "label": "Impairment of Intangible Assets (Excluding Goodwill)", "terseLabel": "Impairment of intangible assets" } } }, "localname": "ImpairmentOfIntangibleAssetsExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "auth_ref": [ "r307", "r319" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]", "terseLabel": "Long-Lived Assets" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r147", "r544" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomelossBeforeIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "verboseLabel": "Domestic" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomelossBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r107", "r229", "r235", "r239", "r242", "r245", "r674", "r686", "r691", "r711" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 }, "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomelossBeforeIncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Income (loss) before income tax", "verboseLabel": "Pretax book income (loss)" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomelossBeforeIncomeTaxesDetails", "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r147", "r544" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomelossBeforeIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "verboseLabel": "Foreign" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomelossBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]", "terseLabel": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis": { "auth_ref": [ "r467", "r469" ], "lang": { "en-us": { "role": { "documentation": "Information by name of disposal group.", "label": "Disposal Group Name [Axis]", "terseLabel": "Disposal Group Name [Axis]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]", "terseLabel": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsTable": { "auth_ref": [ "r3", "r5", "r6", "r7", "r8", "r9", "r10", "r11", "r13", "r14", "r15", "r317", "r318" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.", "label": "Disposal Groups, Including Discontinued Operations [Table]", "terseLabel": "Disposal Groups, Including Discontinued Operations [Table]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]", "terseLabel": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r148", "r512", "r519", "r526", "r539", "r545", "r547", "r548", "r549" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "INCOME TAXES" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXES" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r149", "r167", "r168", "r227", "r510", "r540", "r546", "r712" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 }, "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "totalLabel": "Total consolidated expense (benefit)", "verboseLabel": "Income tax expense (benefit)" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.wabashnational.com/role/INCOMETAXESConsolidatedIncomeTaxExpensebenefitDetails", "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r101", "r506", "r507", "r519", "r520", "r525", "r532" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "verboseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r511" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails": { "order": 5.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to foreign income tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount", "terseLabel": "Rate differential" } } }, "localname": "IncomeTaxReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r511" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails": { "order": 8.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount", "verboseLabel": "Federal tax expense (benefit) at applicable statutory rate" } } }, "localname": "IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationNondeductibleExpenseImpairmentLosses": { "auth_ref": [ "r511" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails": { "order": 4.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible impairment loss.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount", "terseLabel": "Impairment and divestiture" } } }, "localname": "IncomeTaxReconciliationNondeductibleExpenseImpairmentLosses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationNondeductibleExpenseOther": { "auth_ref": [ "r511" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other nondeductible expenses.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount", "verboseLabel": "Other" } } }, "localname": "IncomeTaxReconciliationNondeductibleExpenseOther", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationNondeductibleExpenseShareBasedCompensationCost": { "auth_ref": [ "r511" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails": { "order": 6.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of reported income tax expense (benefit) in excess of (less than) expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to nondeductible expense for award under share-based payment arrangement. Includes, but is not limited to, expense determined to be nondeductible upon grant or after for award under share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount", "terseLabel": "Nondeductible officer compensation" } } }, "localname": "IncomeTaxReconciliationNondeductibleExpenseShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r511" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to state and local income tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount", "terseLabel": "State and local income taxes (net of federal benefit)" } } }, "localname": "IncomeTaxReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationTaxCredits": { "auth_ref": [ "r511" ], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails": { "order": 7.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to tax credits. Including, but not limited to, research credit, foreign tax credit, investment tax credit, and other tax credits.", "label": "Effective Income Tax Rate Reconciliation, Tax Credit, Amount", "negatedTerseLabel": "Tax credits" } } }, "localname": "IncomeTaxReconciliationTaxCredits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESReconciliationofDifferencesfromUSFederalStatutoryRateDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r135" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "verboseLabel": "Net (refunds received) cash paid for income taxes" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesReceivable": { "auth_ref": [ "r74", "r682", "r707" ], "calculation": { "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails": { "order": 2.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount due within one year of the balance sheet date (or one operating cycle, if longer) from tax authorities as of the balance sheet date representing refunds of overpayments or recoveries based on agreed-upon resolutions of disputes.", "label": "Income Taxes Receivable, Current", "verboseLabel": "Income tax receivables" } } }, "localname": "IncomeTaxesReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities": { "auth_ref": [ "r130" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.", "label": "Increase (Decrease) in Accounts Payable and Accrued Liabilities", "verboseLabel": "Accounts payable and accrued liabilities" } } }, "localname": "IncreaseDecreaseInAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r130" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedLabel": "Accounts receivable" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInInventories": { "auth_ref": [ "r130" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.", "label": "Increase (Decrease) in Inventories", "negatedLabel": "Inventories" } } }, "localname": "IncreaseDecreaseInInventories", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingCapitalNet": { "auth_ref": [ "r130" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating assets after deduction of operating liabilities classified as other.", "label": "Increase (Decrease) in Other Operating Assets and Liabilities, Net", "negatedLabel": "Other, net" } } }, "localname": "IncreaseDecreaseInOtherOperatingCapitalNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets": { "auth_ref": [ "r130" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in prepaid expenses, and assets classified as other.", "label": "Increase (Decrease) in Prepaid Expense and Other Assets", "negatedLabel": "Prepaid expenses and other" } } }, "localname": "IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "stringItemType" }, "us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements": { "auth_ref": [ "r176", "r177", "r178", "r189" ], "calculation": { "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails": { "order": 2.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of share based payment arrangements using the treasury stock method.", "label": "Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements", "verboseLabel": "Dilutive stock options and restricted stock (in shares)" } } }, "localname": "IncrementalCommonSharesAttributableToShareBasedPaymentArrangements", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r296", "r303" ], "lang": { "en-us": { "role": { "documentation": "Information by type or class of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit.", "label": "Indefinite-lived Intangible Assets [Axis]", "terseLabel": "Indefinite-lived Intangible Assets [Axis]" } } }, "localname": "IndefiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r296", "r303" ], "lang": { "en-us": { "role": { "documentation": "The major class of indefinite-lived intangible asset (for example, trade names, etc. but not all-inclusive), excluding goodwill. A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of the company.", "label": "Indefinite-lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Indefinite-lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "IndefiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsWrittenOffRelatedToSaleOfBusinessUnit": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of divestiture of an asset lacking physical substance and having a projected indefinite period of benefit to fair value. Excludes financial assets and goodwill.", "label": "Indefinite-lived Intangible Assets, Written off Related to Sale of Business Unit", "terseLabel": "Indefinite-lived Intangible Assets, Written off Related to Sale of Business Unit" } } }, "localname": "IndefiniteLivedIntangibleAssetsWrittenOffRelatedToSaleOfBusinessUnit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "auth_ref": [ "r293", "r298" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.", "label": "Intangible Assets, Net (Excluding Goodwill)", "terseLabel": "Intangible assets" } } }, "localname": "IntangibleAssetsNetExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r106", "r223", "r611", "r614", "r690" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "negatedLabel": "Interest expense", "terseLabel": "Interest expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r126", "r128", "r135" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "terseLabel": "Interest paid", "verboseLabel": "Cash paid for interest" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IntersegmentEliminationMember": { "auth_ref": [ "r221", "r234", "r235", "r236", "r237", "r239", "r241", "r245" ], "lang": { "en-us": { "role": { "documentation": "Eliminating entries used in operating segment consolidation.", "label": "Intersegment Eliminations [Member]", "terseLabel": "Corporate and Eliminations" } } }, "localname": "IntersegmentEliminationMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InventoryDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Inventory Disclosure [Abstract]", "terseLabel": "Inventory Disclosure [Abstract]" } } }, "localname": "InventoryDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_InventoryDisclosureTextBlock": { "auth_ref": [ "r277" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for inventory. Includes, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the classes of inventory, and the nature of the cost elements included in inventory.", "label": "Inventory Disclosure [Text Block]", "terseLabel": "INVENTORIES" } } }, "localname": "InventoryDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INVENTORIES" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryFinishedGoodsNetOfReserves": { "auth_ref": [ "r47", "r276" ], "calculation": { "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails": { "order": 2.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, net of valuation reserves and adjustments, as of the balance sheet date of merchandise or goods held by the company that are readily available for sale.", "label": "Inventory, Finished Goods, Net of Reserves", "terseLabel": "Finished goods" } } }, "localname": "InventoryFinishedGoodsNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryNet": { "auth_ref": [ "r19", "r76", "r642" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Inventory, Net", "terseLabel": "Inventories", "totalLabel": "Inventories" } } }, "localname": "InventoryNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryPartsAndComponentsNetOfReserves": { "auth_ref": [ "r76", "r275" ], "calculation": { "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails": { "order": 5.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, net of valuation reserves and adjustments, as of the balance sheet date for elements of machinery or equipment held for the purpose of replacing similar parts in the course of repair or maintenance.", "label": "Inventory, Parts and Components, Net of Reserves", "terseLabel": "Aftermarket parts" } } }, "localname": "InventoryPartsAndComponentsNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryPolicyTextBlock": { "auth_ref": [ "r28", "r77", "r139", "r196", "r273", "r274", "r277", "r654" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.", "label": "Inventory, Policy [Policy Text Block]", "verboseLabel": "Inventories" } } }, "localname": "InventoryPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryRawMaterialsNetOfReserves": { "auth_ref": [ "r49", "r276" ], "calculation": { "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails": { "order": 1.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, net of valuation reserves and adjustments, as of the balance sheet date of unprocessed items to be consumed in the manufacturing or production process.", "label": "Inventory, Raw Materials, Net of Reserves", "terseLabel": "Raw materials and components" } } }, "localname": "InventoryRawMaterialsNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryWorkInProcessNetOfReserves": { "auth_ref": [ "r48", "r276" ], "calculation": { "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails": { "order": 3.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, net of reserves and adjustments, as of the balance sheet date of merchandise or goods which are partially completed. This inventory is generally comprised of raw materials, labor and factory overhead costs, which require further materials, labor and overhead to be converted into finished goods, and which generally require the use of estimates to determine percentage complete and pricing.", "label": "Inventory, Work in Process, Net of Reserves", "terseLabel": "Work in progress" } } }, "localname": "InventoryWorkInProcessNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LaborAndRelatedExpense": { "auth_ref": [ "r112" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for salary, wage, profit sharing; incentive and equity-based compensation; and other employee benefit.", "label": "Labor and Related Expense", "terseLabel": "Labor and related expense" } } }, "localname": "LaborAndRelatedExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/EMPLOYEESAVINGSPLANSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LandMember": { "auth_ref": [ "r451" ], "lang": { "en-us": { "role": { "documentation": "Part of earth's surface not covered by water.", "label": "Land [Member]", "terseLabel": "Land" } } }, "localname": "LandMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeaseCost": { "auth_ref": [ "r632", "r634" ], "calculation": { "http://www.wabashnational.com/role/LEASESLeaseCostDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lease cost recognized by lessee for lease contract.", "label": "Lease, Cost", "totalLabel": "Net lease cost" } } }, "localname": "LeaseCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCostTableTextBlock": { "auth_ref": [ "r632" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.", "label": "Lease, Cost [Table Text Block]", "terseLabel": "Lease, Cost" } } }, "localname": "LeaseCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases [Abstract]", "terseLabel": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_LesseeFinanceLeaseDescriptionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Lessee, Finance Lease, Description [Abstract]", "terseLabel": "Finance lease cost" } } }, "localname": "LesseeFinanceLeaseDescriptionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseCostDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeFinanceLeasesTextBlock": { "auth_ref": [ "r635" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for finance leases of lessee. Includes, but is not limited to, description of lessee's finance lease and maturity analysis of finance lease liability.", "label": "Lessee, Finance Leases [Text Block]", "terseLabel": "LEASES" } } }, "localname": "LesseeFinanceLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASES" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeLeaseDescriptionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Lessee, Lease, Description [Line Items]", "terseLabel": "Lessee, Lease, Description [Line Items]" } } }, "localname": "LesseeLeaseDescriptionLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionTable": { "auth_ref": [ "r625" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about lessee's leases.", "label": "Lessee, Lease, Description [Table]", "terseLabel": "Lessee, Lease, Description [Table]" } } }, "localname": "LesseeLeaseDescriptionTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r633" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "terseLabel": "Operating Lease, Liability, Maturity" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails_1": { "order": 1.0, "parentTag": "wnc_OperatingAndFinanceLeaseLiabilityToBePaid", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "totalLabel": "Total lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 1.0, "parentTag": "wnc_OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearOne", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year One", "terseLabel": "2022" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Five", "terseLabel": "2026" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Four", "terseLabel": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Three", "terseLabel": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Two", "terseLabel": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r633" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails_1": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "terseLabel": "Less: interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseRenewalTerm": { "auth_ref": [ "r624" ], "lang": { "en-us": { "role": { "documentation": "Term of lessee's operating lease renewal, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Renewal Term", "terseLabel": "Renewal term" } } }, "localname": "LesseeOperatingLeaseRenewalTerm", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r635" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "Lessee, Operating Leases [Text Block]", "terseLabel": "LEASES" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASES" ], "xbrltype": "textBlockItemType" }, "us-gaap_LetterOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A document typically issued by a financial institution which acts as a guarantee of payment to a beneficiary, or as the source of payment for a specific transaction (for example, wiring funds to a foreign exporter if and when specified merchandise is accepted pursuant to the terms of the letter of credit).", "label": "Letter of Credit [Member]", "terseLabel": "Letter of Credit" } } }, "localname": "LetterOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LettersOfCreditOutstandingAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of the contingent obligation under letters of credit outstanding as of the reporting date.", "label": "Letters of Credit Outstanding, Amount", "terseLabel": "Letters of credit outstanding, amount" } } }, "localname": "LettersOfCreditOutstandingAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r63", "r145", "r237", "r264", "r349", "r350", "r351", "r354", "r355", "r356", "r358", "r360", "r362", "r363", "r558", "r563", "r564", "r599", "r640", "r641" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities [Abstract]", "terseLabel": "Liabilities" } } }, "localname": "LiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r46", "r145", "r264", "r599", "r642", "r681", "r703" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total liabilities and stockholders' equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "Liabilities and Stockholders' Equity" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r66", "r145", "r264", "r349", "r350", "r351", "r354", "r355", "r356", "r358", "r360", "r362", "r363", "r558", "r563", "r564", "r599", "r640", "r641", "r642" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities:", "verboseLabel": "Current" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesNoncurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Noncurrent [Abstract]", "terseLabel": "Noncurrent" } } }, "localname": "LiabilitiesNoncurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCredit": { "auth_ref": [ "r33", "r680", "r697" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.", "label": "Long-term Line of Credit", "terseLabel": "Long-term line of credit" } } }, "localname": "LineOfCredit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r61" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Maximum borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The fee, expressed as a percentage of the line of credit facility, for available but unused credit capacity under the credit facility.", "label": "Line of Credit Facility, Unused Capacity, Commitment Fee Percentage", "terseLabel": "Line of credit facility, unused capacity, commitment fee percentage" } } }, "localname": "LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LinesOfCreditCurrent": { "auth_ref": [ "r31", "r677" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.", "label": "Line of Credit, Current", "terseLabel": "Line of credit, current" } } }, "localname": "LinesOfCreditCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LondonInterbankOfferedRateLIBORMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate at which a bank borrows funds from other banks in the London interbank market.", "label": "London Interbank Offered Rate (LIBOR) [Member]", "terseLabel": "London Interbank Offered Rate (LIBOR)" } } }, "localname": "LondonInterbankOfferedRateLIBORMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r33", "r378", "r393", "r394", "r395", "r680", "r700" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt", "terseLabel": "Long-term debt" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtCurrent": { "auth_ref": [ "r62" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Current Maturities", "negatedTerseLabel": "Less: current portion", "verboseLabel": "Current portion of long-term debt" } } }, "localname": "LongTermDebtCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission.", "label": "Long-term Debt, Fair Value", "terseLabel": "Long-term debt" } } }, "localname": "LongTermDebtFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r68" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Excluding Current Maturities", "terseLabel": "Long-term debt" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r68", "r348" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "us-gaap_LossContingenciesByNatureOfContingencyAxis": { "auth_ref": [ "r329", "r330", "r331", "r332", "r333", "r334", "r335", "r338", "r339" ], "lang": { "en-us": { "role": { "documentation": "Information by type of existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur.", "label": "Loss Contingency Nature [Axis]", "terseLabel": "Loss Contingency Nature [Axis]" } } }, "localname": "LossContingenciesByNatureOfContingencyAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Loss Contingencies [Line Items]", "terseLabel": "Loss Contingencies [Line Items]" } } }, "localname": "LossContingenciesLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesTable": { "auth_ref": [ "r329", "r330", "r331", "r332", "r333", "r334", "r335", "r338", "r339" ], "lang": { "en-us": { "role": { "documentation": "Discloses the specific components (such as the nature, name, and date) of the loss contingency and gives an estimate of the possible loss or range of loss, or states that a reasonable estimate cannot be made. Excludes environmental contingencies, warranties and unconditional purchase obligations.", "label": "Loss Contingencies [Table]", "terseLabel": "Loss Contingencies [Table]" } } }, "localname": "LossContingenciesTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingencyNatureDomain": { "auth_ref": [ "r329", "r330", "r331", "r332", "r333", "r334", "r335", "r338", "r339" ], "lang": { "en-us": { "role": { "documentation": "An existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur. Resolution of the uncertainty may confirm the incurrence of a loss or impairment of an asset or the incurrence of a liability.", "label": "Loss Contingency, Nature [Domain]", "terseLabel": "Loss Contingency, Nature [Domain]" } } }, "localname": "LossContingencyNatureDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MachineryAndEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tangible personal property used to produce goods and services, including, but is not limited to, tools, dies and molds, computer and office equipment.", "label": "Machinery and Equipment [Member]", "terseLabel": "Machinery and equipment" } } }, "localname": "MachineryAndEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MovementInStandardAndExtendedProductWarrantyIncreaseDecreaseRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]", "terseLabel": "Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]" } } }, "localname": "MovementInStandardAndExtendedProductWarrantyIncreaseDecreaseRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESProductWarrantyAccrualIncludedinOtherAccruedLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MutualFundMember": { "auth_ref": [ "r458" ], "lang": { "en-us": { "role": { "documentation": "Regulated investment instrument that pools funds from multiple investors to invest principally in a portfolio of securities and money market instruments to match the investment objective.", "label": "Mutual Fund [Member]", "terseLabel": "Mutual funds" } } }, "localname": "MutualFundMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r127" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash used in financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Cash flows from financing activities:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r127" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "verboseLabel": "Cash flows from investing activities:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r127", "r129", "r132" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash (used in) provided by operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "verboseLabel": "Cash flows from operating activities:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r15", "r95", "r98", "r104", "r108", "r132", "r145", "r157", "r161", "r162", "r163", "r164", "r167", "r168", "r185", "r229", "r235", "r239", "r242", "r245", "r264", "r349", "r350", "r351", "r354", "r355", "r356", "r358", "r360", "r362", "r363", "r589", "r599", "r687", "r708" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 }, "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net income (loss) for the year", "totalLabel": "Net income (loss)", "verboseLabel": "Net income (loss)" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITEDSummaryoftheUnauditedQuarterlyResultsofOperationsDetails", "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r161", "r162", "r163", "r164", "r172", "r173", "r186", "r189", "r229", "r235", "r239", "r242", "r245" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "verboseLabel": "Net income (loss) applicable to common stockholders" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted": { "auth_ref": [ "r174", "r180", "r181", "r182", "r183", "r186", "r189" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Diluted", "terseLabel": "Net income (loss) applicable to common stockholders" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsAndChangesInAccountingPrinciplesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Standards Update and Change in Accounting Principle [Abstract]", "terseLabel": "New Accounting Pronouncements and Changes in Accounting Principles [Abstract]" } } }, "localname": "NewAccountingPronouncementsAndChangesInAccountingPrinciplesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock": { "auth_ref": [ "r1", "r155", "r156", "r159", "r160", "r169", "r170", "r171", "r262", "r263", "r266", "r267", "r452", "r453", "r454", "r455", "r499", "r536", "r537", "r538", "r586", "r600", "r601", "r602", "r636", "r658", "r659", "r660", "r720", "r721", "r722", "r723", "r724", "r753" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.", "label": "Accounting Standards Update and Change in Accounting Principle [Text Block]", "terseLabel": "NEW ACCOUNTING PRONOUNCEMENTS" } } }, "localname": "NewAccountingPronouncementsAndChangesInAccountingPrinciplesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/NEWACCOUNTINGPRONOUNCEMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "verboseLabel": "New Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NonoperatingIncomeExpense": { "auth_ref": [ "r116" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).", "label": "Nonoperating Income (Expense)", "totalLabel": "Other expense, net" } } }, "localname": "NonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NonoperatingIncomeExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Nonoperating Income (Expense) [Abstract]", "verboseLabel": "Other income (expense):" } } }, "localname": "NonoperatingIncomeExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_NotesPayableOtherPayablesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A written promise to pay a note to a third party.", "label": "Notes Payable, Other Payables [Member]", "terseLabel": "Notes Payable, Other Payables" } } }, "localname": "NotesPayableOtherPayablesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "us-gaap_NumberOfOperatingSegments": { "auth_ref": [ "r217" ], "lang": { "en-us": { "role": { "documentation": "Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues.", "label": "Number of Operating Segments", "terseLabel": "Number of operating segments" } } }, "localname": "NumberOfOperatingSegments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfReportableSegments": { "auth_ref": [ "r217" ], "lang": { "en-us": { "role": { "documentation": "Number of segments reported by the entity. A reportable segment is a component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements.", "label": "Number of Reportable Segments", "terseLabel": "Number of reportable segments" } } }, "localname": "NumberOfReportableSegments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OciBeforeReclassificationsNetOfTaxAttributableToParent": { "auth_ref": [ "r92", "r105" ], "calculation": { "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax, before reclassification adjustments, of other comprehensive income (loss), attributable to parent.", "label": "OCI, before Reclassifications, Net of Tax, Attributable to Parent", "terseLabel": "Net unrealized gains (losses) arising during the period" } } }, "localname": "OciBeforeReclassificationsNetOfTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r229", "r235", "r239", "r242", "r245" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "terseLabel": "Income (Loss) from operations", "totalLabel": "Income (loss) from operations" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseCost": { "auth_ref": [ "r627", "r634" ], "calculation": { "http://www.wabashnational.com/role/LEASESLeaseCostDetails": { "order": 1.0, "parentTag": "us-gaap_LeaseCost", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability.", "label": "Operating Lease, Cost", "terseLabel": "Operating lease cost" } } }, "localname": "OperatingLeaseCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseCostDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilitiesPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Lessee, Operating Lease, Liability, Payment, Due [Abstract]", "terseLabel": "Operating Leases" } } }, "localname": "OperatingLeaseLiabilitiesPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r618" ], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails_1": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "terseLabel": "Present value of lease payments" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r618" ], "calculation": { "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails": { "order": 1.0, "parentTag": "wnc_OperatingLeaseandFinanceLeaseLiability", "weight": 1.0 }, "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails": { "order": 9.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "terseLabel": "Operating", "verboseLabel": "Operating lease obligations" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails", "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r619" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes current operating lease liability.", "label": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]", "terseLabel": "Operating lease, liability, current, statement of financial position [Extensible List]" } } }, "localname": "OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "enumerationSetItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r618" ], "calculation": { "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails": { "order": 3.0, "parentTag": "wnc_OperatingLeaseandFinanceLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "terseLabel": "Operating" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrentStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r619" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes noncurrent operating lease liability.", "label": "Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]", "terseLabel": "Operating lease, liability, noncurrent, statement of financial position [Extensible List]" } } }, "localname": "OperatingLeaseLiabilityNoncurrentStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "enumerationSetItemType" }, "us-gaap_OperatingLeasePayments": { "auth_ref": [ "r623", "r628" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments", "terseLabel": "Operating cash flows from operating leases" } } }, "localname": "OperatingLeasePayments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseCostsIncludedintheCondensedConsolidatedStatementsofCashFlowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r617" ], "calculation": { "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails": { "order": 1.0, "parentTag": "wnc_OperatingLeaseandFinanceLeaseRightofUseAsset", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAssetStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r619" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes operating lease right-of-use asset.", "label": "Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]", "terseLabel": "Operating lease, right-of-use asset, statement of financial position [Extensible List]" } } }, "localname": "OperatingLeaseRightOfUseAssetStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "enumerationSetItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r631", "r634" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Operating leases" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseTermsandDiscountRatesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r630", "r634" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Operating leases" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseTermsandDiscountRatesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OperatingSegmentsMember": { "auth_ref": [ "r234", "r235", "r236", "r237", "r239", "r245" ], "lang": { "en-us": { "role": { "documentation": "Identifies components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Operating Segments [Member]", "terseLabel": "Operating Segments" } } }, "localname": "OperatingSegmentsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]", "terseLabel": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock": { "auth_ref": [ "r17", "r565" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.", "label": "Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]", "terseLabel": "DESCRIPTION OF THE BUSINESS" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DESCRIPTIONOFTHEBUSINESS" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "auth_ref": [ "r25", "r26", "r27", "r65" ], "calculation": { "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails": { "order": 8.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Accrued Liabilities, Current", "terseLabel": "All other" } } }, "localname": "OtherAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsCurrent": { "auth_ref": [ "r79", "r642" ], "calculation": { "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails": { "order": 4.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current assets classified as other.", "label": "Other Assets, Current", "verboseLabel": "All other" } } }, "localname": "OtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r58" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "terseLabel": "Other assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r555", "r556", "r560" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent", "terseLabel": "Foreign currency translation", "verboseLabel": "Foreign currency translation adjustment" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsTax": { "auth_ref": [ "r90", "r102" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) allocated to other comprehensive income (loss) before reclassification adjustment from accumulated other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss) before Reclassifications, Tax", "terseLabel": "Net unrealized gains (losses) arising during period, tax expense (benefit)" } } }, "localname": "OtherComprehensiveIncomeLossBeforeReclassificationsTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTaxParent": { "auth_ref": [ "r89" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax and reclassification, of gain (loss) from derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness, attributable to parent.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent", "terseLabel": "Unrealized (loss) gain on derivative instruments" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossAfterReclassificationAndTaxParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationAfterTax": { "auth_ref": [ "r89", "r93" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax, of reclassification of gain (loss) from accumulated other comprehensive income (AOCI) for derivative instrument designated and qualifying as cash flow hedge included in assessment of hedge effectiveness.", "label": "Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax", "terseLabel": "Amount of Gain (Loss) Reclassified from AOCI into Earnings" } } }, "localname": "OtherComprehensiveIncomeLossCashFlowHedgeGainLossReclassificationAfterTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSGainorLossRecognizedinAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r96", "r99", "r555", "r556", "r560" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 }, "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of other comprehensive income (loss) attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent", "totalLabel": "Total other comprehensive (loss) income" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherInventory": { "auth_ref": [ "r76" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before valuation and LIFO reserves of other inventory expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Other Inventory, Gross", "terseLabel": "Other inventory, gross" } } }, "localname": "OtherInventory", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherInventoryNetOfReserves": { "auth_ref": [ "r78", "r275" ], "calculation": { "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails": { "order": 4.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after of valuation reserves and allowances, of inventory, classified as other, expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Other Inventory, Net of Reserves", "terseLabel": "Used trailers" } } }, "localname": "OtherInventoryNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INVENTORIESScheduleofInventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r69" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other non-current liabilities" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r117" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "verboseLabel": "Other, net" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaidInKindInterest": { "auth_ref": [ "r131" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Interest paid other than in cash for example by issuing additional debt securities. As a noncash item, it is added to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Paid-in-Kind Interest", "verboseLabel": "Non-cash interest expense" } } }, "localname": "PaidInKindInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PayablesAndAccrualsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Payables and Accruals [Abstract]", "terseLabel": "Payables and Accruals [Abstract]" } } }, "localname": "PayablesAndAccrualsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_PaymentsForRepurchaseOfEquity": { "auth_ref": [ "r123" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to reacquire common and preferred stock.", "label": "Payments for Repurchase of Equity", "negatedLabel": "Stock repurchases" } } }, "localname": "PaymentsForRepurchaseOfEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDebtIssuanceCosts": { "auth_ref": [ "r125" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt.", "label": "Payments of Debt Issuance Costs", "negatedLabel": "Debt issuance costs paid" } } }, "localname": "PaymentsOfDebtIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDividends": { "auth_ref": [ "r123" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash outflow in the form of capital distributions and dividends to common shareholders, preferred shareholders and noncontrolling interests.", "label": "Payments of Dividends", "negatedLabel": "Dividends paid" } } }, "localname": "PaymentsOfDividends", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r120" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Capital expenditures" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r473", "r494" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredClassAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Outstanding nonredeemable preferred class A stock or outstanding convertible preferred class A stock. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Preferred Class A [Member]", "terseLabel": "Preferred Class A" } } }, "localname": "PreferredClassAMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r38" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock, shares authorized (in shares)" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r22", "r53", "r54" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Prepaid expenses and other", "totalLabel": "Prepaid expenses and other" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpensesAndOtherCurrentAssetsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing prepaid expenses and other current assets.", "label": "Prepaid Expenses and Other Current Assets [Member]", "terseLabel": "Prepaid expenses and other" } } }, "localname": "PrepaidExpensesAndOtherCurrentAssetsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PrepaidInsurance": { "auth_ref": [ "r21", "r23", "r278", "r279" ], "calculation": { "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails": { "order": 6.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for insurance that provides economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Insurance", "verboseLabel": "Insurance premiums & maintenance/subscription agreements" } } }, "localname": "PrepaidInsurance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PriorPeriodReclassificationAdjustmentDescription": { "auth_ref": [ "r2" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for reclassification affecting comparability of financial statement. Excludes amendment to accounting standards, other change in accounting principle, and correction of error.", "label": "Reclassification, Comparability Adjustment [Policy Text Block]", "terseLabel": "Reclassifications" } } }, "localname": "PriorPeriodReclassificationAdjustmentDescription", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ProceedsFromDivestitureOfBusinesses": { "auth_ref": [ "r118" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from the sale of a portion of the company's business, for example a segment, division, branch or other business, during the period.", "label": "Proceeds from Divestiture of Businesses", "terseLabel": "Proceeds from divestiture of businesses" } } }, "localname": "ProceedsFromDivestitureOfBusinesses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfLongTermDebt": { "auth_ref": [ "r122" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer.", "label": "Proceeds from Issuance of Long-term Debt", "terseLabel": "Proceeds from issuance of long-term debt" } } }, "localname": "ProceedsFromIssuanceOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfSeniorLongTermDebt": { "auth_ref": [ "r122" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a borrowing with the highest claim on the assets of the entity in case of bankruptcy or liquidation (with maturities initially due after one year or beyond the operating cycle, if longer).", "label": "Proceeds from Issuance of Senior Long-term Debt", "terseLabel": "Borrowings under new senior notes" } } }, "localname": "ProceedsFromIssuanceOfSeniorLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromLinesOfCredit": { "auth_ref": [ "r122", "r144" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Proceeds from Lines of Credit", "terseLabel": "Borrowings under revolving credit facilities" } } }, "localname": "ProceedsFromLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromNotesPayable": { "auth_ref": [ "r122" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a borrowing supported by a written promise to pay an obligation.", "label": "Proceeds from Notes Payable", "terseLabel": "Borrowings under term loan credit facility, net of original issuance discount" } } }, "localname": "ProceedsFromNotesPayable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfPropertyPlantAndEquipment": { "auth_ref": [ "r119" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale.", "label": "Proceeds from Sale of Property, Plant, and Equipment", "verboseLabel": "Proceeds from sale of property, plant, and equipment" } } }, "localname": "ProceedsFromSaleOfPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromStockOptionsExercised": { "auth_ref": [ "r121", "r495" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from exercise of option under share-based payment arrangement.", "label": "Proceeds from Stock Options Exercised", "terseLabel": "Proceeds from exercise of stock options" } } }, "localname": "ProceedsFromStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductConcentrationRiskMember": { "auth_ref": [ "r210" ], "lang": { "en-us": { "role": { "documentation": "Reflects the percentage that revenues during the period from a specified product are to a specified benchmark, such as total net revenues, segment revenues or product line revenues. May also reflect the percentage contribution the product made to operating results. Risk is materially adverse effects of a loss of sales of a significant product or line of products, which could occur upon loss of rights to sell, distribute or license others; loss of patent or copyright protection; or technological obsolescence.", "label": "Product Concentration Risk [Member]", "terseLabel": "Product Concentration Risk" } } }, "localname": "ProductConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ProductInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Product Information [Line Items]", "verboseLabel": "Product Information [Line Items]" } } }, "localname": "ProductInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ProductWarrantyAccrual": { "auth_ref": [ "r344", "r345", "r684" ], "calculation": { "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for estimated claims under standard and extended warranty protection rights granted to customers.", "label": "Standard and Extended Product Warranty Accrual", "periodEndLabel": "Balance as of December 31", "periodStartLabel": "Balance as of January 1", "terseLabel": "Warranty" } } }, "localname": "ProductWarrantyAccrual", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESProductWarrantyAccrualIncludedinOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductWarrantyAccrualPayments": { "auth_ref": [ "r340" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in the standard and extended product warranty accrual from payments made in cash or in kind to satisfy claims under the terms of the standard and extended product warranty.", "label": "Standard and Extended Product Warranty Accrual, Decrease for Payments", "negatedLabel": "Payments" } } }, "localname": "ProductWarrantyAccrualPayments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESProductWarrantyAccrualIncludedinOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductWarrantyAccrualPreexistingIncreaseDecrease": { "auth_ref": [ "r342" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the standard and extended product warranty accrual from changes in estimates attributable to preexisting product warranties.", "label": "Standard and Extended Product Warranty Accrual, Increase (Decrease) for Preexisting Warranties", "terseLabel": "Net adjustment to warranty accrual" } } }, "localname": "ProductWarrantyAccrualPreexistingIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESProductWarrantyAccrualIncludedinOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductWarrantyAccrualWarrantiesIssued": { "auth_ref": [ "r341" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in the standard and extended product warranty accrual from warranties issued.", "label": "Standard and Extended Product Warranty Accrual, Increase for Warranties Issued", "verboseLabel": "Provision for warranties issued in current year" } } }, "localname": "ProductWarrantyAccrualWarrantiesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESProductWarrantyAccrualIncludedinOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]", "terseLabel": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAccumulatedDepreciationAndAmortization": { "auth_ref": [ "r314", "r620", "r626" ], "calculation": { "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation and amortization from plant, property, and equipment and right-of-use asset from finance lease.", "label": "Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, Accumulated Depreciation and Amortization", "negatedLabel": "Less: accumulated depreciation" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAccumulatedDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization": { "auth_ref": [ "r81", "r315", "r626" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated depreciation and amortization, of property, plant, and equipment and finance lease right-of-use asset.", "label": "Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization", "terseLabel": "Property, plant, and equipment, net", "totalLabel": "Property, plant, and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization": { "auth_ref": [ "r30", "r313", "r617" ], "calculation": { "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before accumulated depreciation and amortization, of property, plant, and equipment and finance lease right-of-use asset.", "label": "Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization", "terseLabel": "Property, plant and equipment, gross" } } }, "localname": "PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetBeforeAccumulatedDepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r57", "r315" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Property, Plant and Equipment, Type [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r320", "r732", "r733", "r734" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment Disclosure [Text Block]", "terseLabel": "PROPERTY, PLANT AND EQUIPMENT" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENT" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentEstimatedUsefulLives": { "auth_ref": [ "r309" ], "lang": { "en-us": { "role": { "documentation": "Describes the periods of time over which an entity anticipates to receive utility from its property, plant and equipment (that is, the periods of time over which an entity allocates the initial cost of its property, plant and equipment).", "label": "Property, Plant and Equipment, Estimated Useful Lives", "terseLabel": "Property, plant and equipment, estimated useful lives" } } }, "localname": "PropertyPlantAndEquipmentEstimatedUsefulLives", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r56", "r315", "r732", "r733" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "verboseLabel": "Property, Plant and Equipment" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r30", "r315" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Property, Plant and Equipment" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r30", "r313" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Property, Plant and Equipment, Type [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ProvisionForDoubtfulAccounts": { "auth_ref": [ "r111", "r270" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (reversal of expense) for expected credit loss on accounts receivable.", "label": "Accounts Receivable, Credit Loss Expense (Reversal)", "terseLabel": "Expected losses" } } }, "localname": "ProvisionForDoubtfulAccounts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESChangesinAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligation": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Minimum amount of purchase arrangement in which the entity has agreed to expend funds to procure goods or services from a supplier.", "label": "Purchase Obligation", "verboseLabel": "Purchase obligation" } } }, "localname": "PurchaseObligation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_QuarterlyFinancialDataAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Quarterly Financial Data [Abstract]", "terseLabel": "Quarterly Financial Data [Abstract]" } } }, "localname": "QuarterlyFinancialDataAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_QuarterlyFinancialInformationTextBlock": { "auth_ref": [ "r198", "r199" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for quarterly financial data. Includes, but is not limited to, tabular presentation of financial information for fiscal quarters, effect of year-end adjustments, and an explanation of matters or transactions that affect comparability of the information.", "label": "Quarterly Financial Information [Text Block]", "verboseLabel": "CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED)" } } }, "localname": "QuarterlyFinancialInformationTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITED" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReclassificationFromAociCurrentPeriodNetOfTaxAttributableToParent": { "auth_ref": [ "r92", "r105" ], "calculation": { "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of reclassification adjustments of other comprehensive income (loss) attributable to parent.", "label": "Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent", "terseLabel": "Less: Net realized gains (losses) reclassified to net income" } } }, "localname": "ReclassificationFromAociCurrentPeriodNetOfTaxAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReclassificationFromAociCurrentPeriodTax": { "auth_ref": [ "r90", "r94", "r102" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) of reclassification adjustment from accumulated other comprehensive income (loss).", "label": "Reclassification from AOCI, Current Period, Tax", "terseLabel": "Net realized gains (losses) reclassified to net income, tax expense (benefit)" } } }, "localname": "ReclassificationFromAociCurrentPeriodTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]", "terseLabel": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]" } } }, "localname": "ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESReconciliationofBeginningandEndingAmountofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r465", "r637", "r638" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]", "terseLabel": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r465", "r637", "r639", "r662", "r663", "r664", "r665", "r666", "r667", "r668", "r669", "r670", "r671", "r672", "r673" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]", "terseLabel": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RepaymentsOfLinesOfCredit": { "auth_ref": [ "r124", "r144" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Repayments of Lines of Credit", "negatedLabel": "Payments under revolving credit facilities", "terseLabel": "Repayments of lines of credit" } } }, "localname": "RepaymentsOfLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfLongTermDebt": { "auth_ref": [ "r124" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer.", "label": "Repayments of Long-term Debt", "terseLabel": "Repayments of long-term debt" } } }, "localname": "RepaymentsOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfLongTermLinesOfCredit": { "auth_ref": [ "r124" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for the settlement of obligation drawn from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with maturities due beyond one year or the operating cycle, if longer.", "label": "Repayments of Long-term Lines of Credit", "negatedLabel": "Principal payments under term loan credit facility", "terseLabel": "Principal payments under term loan credit facility" } } }, "localname": "RepaymentsOfLongTermLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfSeniorDebt": { "auth_ref": [ "r124" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for a long-term debt where the holder has highest claim on the entity's asset in case of bankruptcy or liquidation during the period.", "label": "Repayments of Senior Debt", "negatedLabel": "Principal payments against old senior notes" } } }, "localname": "RepaymentsOfSeniorDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReportingUnitAxis": { "auth_ref": [ "r290", "r291" ], "lang": { "en-us": { "role": { "documentation": "Information by reporting unit.", "label": "Reporting Unit [Axis]", "terseLabel": "Reporting Unit [Axis]" } } }, "localname": "ReportingUnitAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReportingUnitDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Level of reporting at which goodwill is tested for impairment.", "label": "Reporting Unit [Domain]", "terseLabel": "Reporting Unit [Domain]" } } }, "localname": "ReportingUnitDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r504", "r655", "r739" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and Development Expense", "terseLabel": "Research and development expense" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpensePolicy": { "auth_ref": [ "r504" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process.", "label": "Research and Development Expense, Policy [Policy Text Block]", "terseLabel": "Research and Development" } } }, "localname": "ResearchAndDevelopmentExpensePolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of cash and cash equivalent. Cash is currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents [Domain]", "terseLabel": "Cash and Cash Equivalents [Domain]" } } }, "localname": "RestrictedCashAndCashEquivalentsCashAndCashEquivalentsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSFairValueMeasurementsandFairValueHierarchyLevelofAssetsandLiabilitiesMeasureatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedCashAndInvestmentsCurrent": { "auth_ref": [ "r55", "r727", "r728" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The current cash, cash equivalents and investments that are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. Includes current cash equivalents and investments that are similarly restricted as to withdrawal, usage or disposal.", "label": "Restricted Cash and Investments, Current", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCashAndInvestmentsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockMember": { "auth_ref": [ "r190" ], "lang": { "en-us": { "role": { "documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met.", "label": "Restricted Stock [Member]", "verboseLabel": "Restricted Stock" } } }, "localname": "RestrictedStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r42", "r427", "r500", "r642", "r702", "r720", "r724" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Retained earnings" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r0", "r152", "r153", "r154", "r158", "r166", "r168", "r265", "r496", "r497", "r498", "r534", "r535", "r587", "r717", "r719" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Retained Earnings (Deficit)" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue from Contract with Customer [Abstract]", "terseLabel": "Revenue from Contract with Customer [Abstract]" } } }, "localname": "RevenueFromContractWithCustomerAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r220", "r221", "r234", "r240", "r241", "r247", "r248", "r250", "r447", "r448", "r656" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_GrossProfit", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Net sales" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITEDSummaryoftheUnauditedQuarterlyResultsofOperationsDetails", "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerMember": { "auth_ref": [ "r211", "r250" ], "lang": { "en-us": { "role": { "documentation": "Revenue from satisfaction of performance obligation by transferring promised product and service to customer, when it serves as benchmark in concentration of risk calculation.", "label": "Revenue from Contract with Customer Benchmark [Member]", "terseLabel": "Sales revenue, net" } } }, "localname": "RevenueFromContractWithCustomerMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r140", "r439", "r440", "r441", "r442", "r443", "r444", "r445", "r446", "r456" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromContractWithCustomerTextBlock": { "auth_ref": [ "r431", "r432", "r433", "r434", "r435", "r436", "r437", "r438", "r449", "r456" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.", "label": "Revenue from Contract with Customer [Text Block]", "terseLabel": "REVENUE RECOGNITION" } } }, "localname": "RevenueFromContractWithCustomerTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/REVENUERECOGNITION" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenuesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenues [Abstract]", "verboseLabel": "Net sales" } } }, "localname": "RevenuesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "terseLabel": "Revolving Credit Agreement" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r629", "r634" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "Leased assets obtained in exchange for new operating lease liabilities" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LEASESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock": { "auth_ref": [ "r75" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the various types of trade accounts and notes receivable and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.", "label": "Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]", "verboseLabel": "Changes in the Allowance for Doubtful Accounts" } } }, "localname": "ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accrued liabilities.", "label": "Schedule of Accrued Liabilities [Table Text Block]", "terseLabel": "Schedule of Accrued Liabilities" } } }, "localname": "ScheduleOfAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock": { "auth_ref": [ "r92", "r609", "r610" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accumulated other comprehensive income (loss).", "label": "Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]", "terseLabel": "Schedule of Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCashFlowHedgesIncludedInAccumulatedOtherComprehensiveIncomeLossTableTextBlock": { "auth_ref": [ "r577" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of gain (loss) on derivative and nonderivative instruments designated and qualifying as cash flow hedge recorded in accumulated other comprehensive income (AOCI) and reclassified into earnings.", "label": "Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block]", "terseLabel": "Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "ScheduleOfCashFlowHedgesIncludedInAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r532" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "verboseLabel": "Schedule of Components of Income Tax Expense (Benefit)" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtInstrumentsTextBlock": { "auth_ref": [ "r68", "r150", "r394", "r396", "r421", "r424", "r425", "r426", "r612", "r613", "r616", "r694" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.", "label": "Schedule of Long-term Debt Instruments [Table Text Block]", "verboseLabel": "Long-Term Debt" } } }, "localname": "ScheduleOfDebtInstrumentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r524" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "verboseLabel": "Schedule of Deferred Tax Assets and Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock": { "auth_ref": [ "r576" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the location and fair value amounts of derivative instruments (and nonderivative instruments that are designated and qualify as hedging instruments) reported in the statement of financial position.", "label": "Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]", "terseLabel": "Schedule of Derivative Instruments in Statement of Financial Position, Fair Value" } } }, "localname": "ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r189" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "verboseLabel": "Schedule of Earnings Per Share, Basic and Diluted" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r511" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "verboseLabel": "Schedule of Effective Income Tax Rate Reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock": { "auth_ref": [ "r247" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of entity-wide revenues from external customers for each product or service or each group of similar products or services if the information is not provided as part of the reportable operating segment information.", "label": "Revenue from External Customers by Products and Services [Table Text Block]", "terseLabel": "Major Product Categories and Percentage of Consolidated Net Sales" } } }, "localname": "ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r591", "r592" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring Basis" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r295", "r299", "r657" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r295", "r299" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Schedule of Finite-Lived Intangible Assets" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTable": { "auth_ref": [ "r289", "r292" ], "lang": { "en-us": { "role": { "documentation": "Schedule of goodwill and the changes during the year due to acquisition, sale, impairment or for other reasons.", "label": "Schedule of Goodwill [Table]", "terseLabel": "Schedule of Goodwill [Table]" } } }, "localname": "ScheduleOfGoodwillTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r289", "r292" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Schedule of Goodwill" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r146" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "verboseLabel": "Schedule of Income before Income Tax, Domestic and Foreign" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfInventoryCurrentTableTextBlock": { "auth_ref": [ "r28", "r50", "r51", "r52" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process.", "label": "Schedule of Inventory, Current [Table Text Block]", "terseLabel": "Schedule of Inventory, Current" } } }, "localname": "ScheduleOfInventoryCurrentTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INVENTORIESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfProductInformationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule detailing quantitative information concerning products or product lines by product or product line.", "label": "Schedule of Product Information [Table]", "terseLabel": "Schedule of Product Information [Table]" } } }, "localname": "ScheduleOfProductInformationTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfProductWarrantyLiabilityTableTextBlock": { "auth_ref": [ "r346" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the changes in the guarantor's aggregate product warranty liability, including the beginning balance of the aggregate product warranty liability, the aggregate reductions in that liability for payments made (in cash or in kind) under the warranty, the aggregate changes in the liability for accruals related to product warranties issued during the reporting period, the aggregate changes in the liability for accruals related to preexisting warranties (including adjustments related to changes in estimates), and the ending balance of the aggregate product warranty liability.", "label": "Schedule of Product Warranty Liability [Table Text Block]", "terseLabel": "Schedule of Product Warranty Liability" } } }, "localname": "ScheduleOfProductWarrantyLiabilityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r57", "r315" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTScheduleofPropertyPlantandEquipmentDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfQuarterlyFinancialInformationTableTextBlock": { "auth_ref": [ "r197" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of quarterly financial data. Includes, but is not limited to, financial information for fiscal quarters, cumulative effect of a change in accounting principle and earnings per share data.", "label": "Quarterly Financial Information [Table Text Block]", "verboseLabel": "Schedule of Quarterly Financial Information" } } }, "localname": "ScheduleOfQuarterlyFinancialInformationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDQUARTERLYFINANCIALDATAUNAUDITEDTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "auth_ref": [ "r229", "r232", "r238", "r289" ], "lang": { "en-us": { "role": { "documentation": "A table disclosing the profit or loss and total assets for each reportable segment of the entity. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table]", "terseLabel": "Schedule of Segment Reporting Information, by Segment [Table]" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails", "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTextBlock": { "auth_ref": [ "r229", "r232", "r238", "r289" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table Text Block]", "terseLabel": "Reportable Segment Information" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r473", "r494" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r479", "r486", "r489" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-based Payment Arrangement, Option, Activity [Table Text Block]", "verboseLabel": "Schedule of Share-based Compensation, Stock Options, Activity" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r491" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "verboseLabel": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r71", "r142", "r201", "r202", "r401", "r402", "r403", "r404", "r405", "r406", "r407", "r409", "r413", "r418", "r421", "r422", "r423", "r424", "r425", "r426", "r427" ], "lang": { "en-us": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.", "label": "Schedule of Stock by Class [Table]", "terseLabel": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock": { "auth_ref": [ "r518", "r533" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the change in unrecognized tax benefits.", "label": "Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]", "verboseLabel": "Schedule of Unrecognized Tax Benefits Roll Forward" } } }, "localname": "ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentDomain": { "auth_ref": [ "r216", "r220", "r221", "r222", "r223", "r224", "r225", "r226", "r227", "r228", "r229", "r230", "r231", "r234", "r235", "r236", "r237", "r239", "r240", "r241", "r242", "r243", "r245", "r250", "r324", "r325", "r713" ], "lang": { "en-us": { "role": { "documentation": "Components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Segments [Domain]", "terseLabel": "Segments [Domain]" } } }, "localname": "SegmentDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Segment Reporting [Abstract]", "terseLabel": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r216", "r218", "r219", "r229", "r233", "r239", "r243", "r244", "r245", "r246", "r247", "r249", "r250", "r251" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "SEGMENTS" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting Information [Line Items]", "terseLabel": "Segment Reporting Information [Line Items]" } } }, "localname": "SegmentReportingInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails", "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SelfInsuranceReserve": { "auth_ref": [ "r69" ], "calculation": { "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount (including both current and noncurrent portions) of accrued known and estimated losses incurred as of the balance sheet date for which no insurance coverage exists, and for which a claim has been made or is probable of being asserted, typically arising from workmen's compensation-type of incidents and personal injury to nonemployees from accidents on the entity's property.", "label": "Self Insurance Reserve", "periodEndLabel": "Balance as of December 31", "periodStartLabel": "Balance as of January 1", "terseLabel": "Self-insurance" } } }, "localname": "SelfInsuranceReserve", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESSelfInsuranceAccrualIncludedInOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SellingExpense": { "auth_ref": [ "r115" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Expenses recognized in the period that are directly related to the selling and distribution of products or services.", "label": "Selling Expense", "terseLabel": "Selling expenses" } } }, "localname": "SellingExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_SellingGeneralAndAdministrativeExpensesPolicyTextBlock": { "auth_ref": [ "r503" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for inclusion of significant items in the selling, general and administrative (or similar) expense report caption.", "label": "Selling, General and Administrative Expenses, Policy [Policy Text Block]", "verboseLabel": "Prepaid Expenses and Other" } } }, "localname": "SellingGeneralAndAdministrativeExpensesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SeniorNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Bond that takes priority over other debt securities sold by the issuer. In the event the issuer goes bankrupt, senior debt holders receive priority for (must receive) repayment prior to (relative to) junior and unsecured (general) creditors.", "label": "Senior Notes [Member]", "terseLabel": "Senior Notes", "verboseLabel": "Senior Notes" } } }, "localname": "SeniorNotesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r130" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-based Payment Arrangement, Noncash Expense", "terseLabel": "Stock-based compensation" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Payment Arrangement, Noncash Expense [Abstract]", "terseLabel": "Share-based Payment Arrangement, Noncash Expense [Abstract]" } } }, "localname": "ShareBasedCompensationAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r474" ], "lang": { "en-us": { "role": { "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period", "terseLabel": "Award vesting period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "auth_ref": [ "r476" ], "lang": { "en-us": { "role": { "documentation": "Number of shares authorized for issuance under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized", "terseLabel": "Number of shares authorized (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]", "terseLabel": "Aggregate Intrinsic Value ($ in millions)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r482" ], "lang": { "en-us": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number", "verboseLabel": "Options Exercisable (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r482" ], "lang": { "en-us": { "role": { "documentation": "The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price", "verboseLabel": "Options Exercisable (in usd per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue": { "auth_ref": [ "r488" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated difference between fair value of underlying shares on dates of exercise and exercise price on options exercised (or share units converted) into shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value", "terseLabel": "Intrinsic value of options exercised", "verboseLabel": "Exercised" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod": { "auth_ref": [ "r485" ], "lang": { "en-us": { "role": { "documentation": "Number of options or other stock instruments for which the right to exercise has lapsed under the terms of the plan agreements.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period", "negatedLabel": "Expired (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod": { "auth_ref": [ "r484" ], "lang": { "en-us": { "role": { "documentation": "The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period", "negatedTerseLabel": "Forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross", "terseLabel": "Granted (in shares)", "verboseLabel": "Options granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r494" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value", "terseLabel": "Options outstanding" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r481", "r494" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Balance end of period (in shares)", "periodStartLabel": "Balance beginning of period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]", "terseLabel": "Number of Shares" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r480" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Balance end of period (in usd per share)", "periodStartLabel": "Balance beginning of period (in usd per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]", "terseLabel": "Weighted Average Grant Date Fair Value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r471", "r477" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Vested (in usd per share)", "verboseLabel": "Exercised (in usd per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options of the plan that expired.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price", "verboseLabel": "Expired (in shares)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price", "terseLabel": "Forfeited (in usd per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Granted (in usd per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": { "auth_ref": [ "r475" ], "lang": { "en-us": { "role": { "documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period", "terseLabel": "Expiration period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1": { "auth_ref": [ "r494" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value", "verboseLabel": "Options Exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r494" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term", "verboseLabel": "Options Exercisable at End of Period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r490" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "verboseLabel": "Options Outstanding" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1": { "auth_ref": [ "r478" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of options vested. Excludes equity instruments other than options, for example, but not limited to, share units, stock appreciation rights, restricted stock.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value", "terseLabel": "Vested in period, fair value" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Balance end of period (in shares)", "periodStartLabel": "Balance beginning of period (in shares)" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r137", "r151" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES" ], "xbrltype": "textBlockItemType" }, "us-gaap_StandardProductWarrantyPolicy": { "auth_ref": [ "r343" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for standard warranties including the methodology for measuring the liability.", "label": "Standard Product Warranty, Policy [Policy Text Block]", "terseLabel": "Warranties" } } }, "localname": "StandardProductWarrantyPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StandbyLettersOfCreditMember": { "auth_ref": [ "r337", "r347", "r554", "r726" ], "lang": { "en-us": { "role": { "documentation": "An irrevocable undertaking (typically by a financial institution) to guarantee payment of a specified financial obligation.", "label": "Standby Letters of Credit [Member]", "verboseLabel": "Standby Letters of Credit" } } }, "localname": "StandbyLettersOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementBusinessSegmentsAxis": { "auth_ref": [ "r4", "r216", "r220", "r221", "r222", "r223", "r224", "r225", "r226", "r227", "r228", "r229", "r230", "r231", "r234", "r235", "r236", "r237", "r239", "r240", "r241", "r242", "r243", "r245", "r250", "r289", "r316", "r324", "r325", "r713" ], "lang": { "en-us": { "role": { "documentation": "Information by business segments.", "label": "Segments [Axis]", "terseLabel": "Segments [Axis]" } } }, "localname": "StatementBusinessSegmentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r37", "r38", "r39", "r142", "r145", "r175", "r179", "r184", "r187", "r189", "r201", "r202", "r203", "r264", "r349", "r354", "r355", "r356", "r362", "r363", "r404", "r405", "r409", "r413", "r420", "r599", "r749" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r0", "r73", "r102", "r103", "r104", "r152", "r153", "r154", "r158", "r166", "r168", "r200", "r265", "r420", "r427", "r496", "r497", "r498", "r534", "r535", "r587", "r604", "r605", "r606", "r607", "r608", "r610", "r717", "r718", "r719", "r752" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]", "terseLabel": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]", "terseLabel": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Comprehensive Income [Abstract]", "terseLabel": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]", "terseLabel": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r152", "r153", "r154", "r200", "r656" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensation": { "auth_ref": [ "r38", "r39", "r420", "r427" ], "lang": { "en-us": { "role": { "documentation": "Number, after forfeiture, of shares or units issued under share-based payment arrangement. Excludes shares or units issued under employee stock ownership plan (ESOP).", "label": "Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture", "terseLabel": "Stock-based compensation (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r38", "r39", "r420", "r427", "r483" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedLabel": "Exercised (in shares)", "negatedTerseLabel": "Vested (in shares)", "terseLabel": "Stock option exercises (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofRestrictedStockActivityDetails", "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation": { "auth_ref": [ "r38", "r39", "r427", "r472", "r487" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value, after forfeiture, of shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP).", "label": "Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture", "terseLabel": "Stock-based compensation" } } }, "localname": "StockIssuedDuringPeriodValueShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "auth_ref": [ "r73", "r420", "r427" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued as a result of the exercise of stock options.", "label": "Stock Issued During Period, Value, Stock Options Exercised", "terseLabel": "Stock option exercises" } } }, "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchaseProgramAuthorizedAmount1": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of stock repurchase plan authorized.", "label": "Stock Repurchase Program, Authorized Amount", "terseLabel": "Stock repurchase program, authorized amount" } } }, "localname": "StockRepurchaseProgramAuthorizedAmount1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchaseProgramPeriodInForce1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period which shares may be purchased under a stock repurchase plan authorized by an entity's Board of Directors, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Stock Repurchase Program, Period in Force", "terseLabel": "Stock repurchase program, period in force" } } }, "localname": "StockRepurchaseProgramPeriodInForce1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount remaining of a stock repurchase plan authorized.", "label": "Stock Repurchase Program, Remaining Authorized Repurchase Amount", "terseLabel": "Stock repurchase program, remaining authorized repurchase amount" } } }, "localname": "StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r39", "r44", "r45", "r145", "r260", "r264", "r599", "r642" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Balance at end of period", "periodStartLabel": "Balance at beginning of period", "totalLabel": "Total stockholders' equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY", "http://www.wabashnational.com/role/STOCKHOLDERSEQUITYAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Stockholders' equity:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Note [Abstract]", "terseLabel": "Stockholders' Equity Note [Abstract]" } } }, "localname": "StockholdersEquityNoteAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r143", "r405", "r408", "r409", "r410", "r411", "r412", "r413", "r414", "r415", "r416", "r417", "r419", "r427", "r430" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "verboseLabel": "STOCKHOLDERS' EQUITY" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/STOCKHOLDERSEQUITY" ], "xbrltype": "textBlockItemType" }, "us-gaap_SupplementalCashFlowElementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Elements [Abstract]", "verboseLabel": "Supplemental disclosures of cash flow information:" } } }, "localname": "SupplementalCashFlowElementsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "auth_ref": [ "r254", "r255", "r256", "r257", "r259", "r261" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for accounts receivable.", "label": "Accounts Receivable [Policy Text Block]", "verboseLabel": "Accounts Receivable" } } }, "localname": "TradeAndOtherAccountsReceivablePolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_TrademarksAndTradeNamesMember": { "auth_ref": [ "r551" ], "lang": { "en-us": { "role": { "documentation": "Rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style, or rights either acquired through registration of a business name to gain or protect exclusive use thereof.", "label": "Trademarks and Trade Names [Member]", "terseLabel": "Trade names and trademarks" } } }, "localname": "TrademarksAndTradeNamesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSIntangibleAssetsDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockMember": { "auth_ref": [ "r72", "r428" ], "lang": { "en-us": { "role": { "documentation": "Shares of an entity that have been repurchased by the entity. This stock has no voting rights and receives no dividends. Note that treasury stock may be recorded at its total cost or separately as par (or stated) value and additional paid in capital. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Treasury Stock [Member]", "terseLabel": "Treasury Stock" } } }, "localname": "TreasuryStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockShares": { "auth_ref": [ "r72", "r428" ], "lang": { "en-us": { "role": { "documentation": "Number of common and preferred shares that were previously issued and that were repurchased by the issuing entity and held in treasury on the financial statement date. This stock has no voting rights and receives no dividends.", "label": "Treasury Stock, Shares", "terseLabel": "Treasury stock, shares (in shares)" } } }, "localname": "TreasuryStockShares", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_TreasuryStockSharesAcquired": { "auth_ref": [ "r39", "r420", "r427" ], "lang": { "en-us": { "role": { "documentation": "Number of shares that have been repurchased during the period and are being held in treasury.", "label": "Treasury Stock, Shares, Acquired", "negatedLabel": "Stock repurchase (in shares)" } } }, "localname": "TreasuryStockSharesAcquired", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_TreasuryStockValue": { "auth_ref": [ "r72", "r428", "r429" ], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_StockholdersEquity", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury.", "label": "Treasury Stock, Value", "negatedTerseLabel": "Treasury stock, at cost: 27,013,275 and 23,004,607 common shares, respectively" } } }, "localname": "TreasuryStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_TreasuryStockValueAcquiredCostMethod": { "auth_ref": [ "r420", "r427", "r428" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the cost of common and preferred stock that were repurchased during the period. Recorded using the cost method.", "label": "Treasury Stock, Value, Acquired, Cost Method", "negatedLabel": "Stock repurchase" } } }, "localname": "TreasuryStockValueAcquiredCostMethod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r505", "r515" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "periodEndLabel": "Balance end of period", "periodStartLabel": "Balance beginning of period" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESReconciliationofBeginningandEndingAmountofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued": { "auth_ref": [ "r513" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount accrued for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued", "verboseLabel": "Unrecognized tax benefits, income tax penalties and interest accrued" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r516" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions", "terseLabel": "Increase in prior year tax positions" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESReconciliationofBeginningandEndingAmountofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate": { "auth_ref": [ "r517" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate.", "label": "Unrecognized Tax Benefits that Would Impact Effective Tax Rate", "verboseLabel": "Unrecognized tax benefits that would impact effective tax rate" } } }, "localname": "UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r204", "r205", "r207", "r208", "r213", "r214", "r215" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "verboseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_VariableRateAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of variable rate.", "label": "Variable Rate [Axis]", "terseLabel": "Variable Rate [Axis]" } } }, "localname": "VariableRateAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index.", "label": "Variable Rate [Domain]", "terseLabel": "Variable Rate [Domain]" } } }, "localname": "VariableRateDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r174", "r189" ], "calculation": { "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Diluted (in shares)", "totalLabel": "Diluted weighted average common shares outstanding (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r172", "r189" ], "calculation": { "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails": { "order": 1.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Weighted average common shares outstanding (in shares)", "verboseLabel": "Basic (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.wabashnational.com/role/NETINCOMELOSSPERSHAREOFCOMMONSTOCKCalculationofBasicandDilutedPerShareOfCommonStockDetails" ], "xbrltype": "sharesItemType" }, "wnc_AccountsPayableAndOtherAccruedLiabilitiesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Accounts Payable And Other Accrued Liabilities", "label": "Accounts Payable And Other Accrued Liabilities [Member]", "terseLabel": "Accounts payable and Other accrued liabilities" } } }, "localname": "AccountsPayableAndOtherAccruedLiabilitiesMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/FINANCIALDERIVATIVEINSTRUMENTSFairValueCarryingAmountDetails" ], "xbrltype": "domainItemType" }, "wnc_AssetImpairmentChargesAndOther": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 5.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Asset Impairment Charges And Other", "label": "Asset Impairment Charges And Other", "terseLabel": "Impairment and other, net" } } }, "localname": "AssetImpairmentChargesAndOther", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "wnc_AssetsandLiabilitiesLesseeTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Assets and Liabilities, Lessee [Table Text Block]", "label": "Assets and Liabilities, Lessee [Table Text Block]", "terseLabel": "Assets and Liabilities, Lessee" } } }, "localname": "AssetsandLiabilitiesLesseeTableTextBlock", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESTables" ], "xbrltype": "textBlockItemType" }, "wnc_AuditInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Audit Information", "label": "Audit Information [Abstract]", "terseLabel": "audit information [Abstract]" } } }, "localname": "AuditInformationAbstract", "nsuri": "http://www.wabashnational.com/20211231", "xbrltype": "stringItemType" }, "wnc_BeallTankTrailersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Beall Tank Trailers", "label": "Beall Tank Trailers [Member]", "terseLabel": "Beall Tank Trailers" } } }, "localname": "BeallTankTrailersMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_CapitalizedComputerSoftwareAmortizationPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Capitalized Computer Software, Amortization Period", "label": "Capitalized Computer Software, Amortization Period", "terseLabel": "Capitalized computer software, amortization period" } } }, "localname": "CapitalizedComputerSoftwareAmortizationPeriod", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "durationItemType" }, "wnc_CashFlowLesseeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cash Flow, Lessee [Abstract]", "label": "Cash Flow, Lessee [Abstract]", "terseLabel": "Cash paid for amounts included in the measurement of lease liabilities" } } }, "localname": "CashFlowLesseeAbstract", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseCostsIncludedintheCondensedConsolidatedStatementsofCashFlowsDetails" ], "xbrltype": "stringItemType" }, "wnc_ChassisConverterPoolAgreementsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Chassis Converter Pool Agreements [Member]", "terseLabel": "Chassis Converter Pool Agreements" } } }, "localname": "ChassisConverterPoolAgreementsMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_ChassisConverterPoolLiabilityCurrent": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The liability incurred for chassis converter pool agreement classified as current.", "label": "Chassis Converter Pool Liability, Current", "terseLabel": "Chassis converter pool agreements" } } }, "localname": "ChassisConverterPoolLiabilityCurrent", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/COMMITMENTSANDCONTINGENCIESNarrativeDetails", "http://www.wabashnational.com/role/OTHERACCRUEDLIABILITIESMajorComponentsofOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_ComponentsPartsandServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Components, Parts and Services [Member]", "label": "Components, Parts and Services [Member]", "terseLabel": "Components, parts and services" } } }, "localname": "ComponentsPartsandServicesMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails", "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails" ], "xbrltype": "domainItemType" }, "wnc_DebtInstrumentCovenantPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Covenant Period", "label": "Debt Instrument, Covenant Period", "terseLabel": "Debt instrument, covenant period" } } }, "localname": "DebtInstrumentCovenantPeriod", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "durationItemType" }, "wnc_DebtInstrumentLIBORFloorRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, LIBOR Floor Rate", "label": "Debt Instrument, LIBOR Floor Rate", "terseLabel": "Debt instrument, LIBOR floor rate" } } }, "localname": "DebtInstrumentLIBORFloorRate", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails" ], "xbrltype": "percentItemType" }, "wnc_DebtInstrumentRedemptionPricePercentageForFirstThreshold": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Redemption Price, Percentage For First Threshold", "label": "Debt Instrument, Redemption Price, Percentage For First Threshold", "terseLabel": "Debt instrument, redemption price, percentage for first threshold" } } }, "localname": "DebtInstrumentRedemptionPricePercentageForFirstThreshold", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details" ], "xbrltype": "percentItemType" }, "wnc_DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRemaining": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Redemption Price, Percentage of Principal Amount Remaining", "label": "Debt Instrument, Redemption Price, Percentage of Principal Amount Remaining", "terseLabel": "Debt instrument, redemption price, percentage of principal amount remaining" } } }, "localname": "DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRemaining", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "percentItemType" }, "wnc_DebtInstrumentRedemptionPricePercentageofPrincipalAmountOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Redemption Price, Percentage of Principal Amount Outstanding", "label": "Debt Instrument, Redemption Price, Percentage of Principal Amount Outstanding", "terseLabel": "Debt instrument, redemption price, percentage of principal amount outstanding" } } }, "localname": "DebtInstrumentRedemptionPricePercentageofPrincipalAmountOutstanding", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details" ], "xbrltype": "percentItemType" }, "wnc_DebtInstrumentRedemptionPricePercentageofPrincipalAmountRedeemedThreshold": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed, Threshold", "label": "Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed, Threshold", "terseLabel": "Debt instrument, redemption price, percentage of principal amount redeemed, threshold" } } }, "localname": "DebtInstrumentRedemptionPricePercentageofPrincipalAmountRedeemedThreshold", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details" ], "xbrltype": "percentItemType" }, "wnc_DeferredTaxAssetsAccruedLiabilities": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element refers to deferred tax assets accrued liabilities.", "label": "Deferred Tax Assets Accrued Liabilities", "verboseLabel": "Accrued liabilities" } } }, "localname": "DeferredTaxAssetsAccruedLiabilities", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_DeferredTaxAssetsIncentiveCompensation": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element refers to deferred tax assets incentive compensation.", "label": "Deferred Tax Assets Incentive Compensation", "verboseLabel": "Incentive compensation" } } }, "localname": "DeferredTaxAssetsIncentiveCompensation", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_DeferredTaxAssetsLiabilitiesGross": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset liabilities attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets Liabilities Gross", "totalLabel": "Net deferred tax liability before valuation allowances and reserves" } } }, "localname": "DeferredTaxAssetsLiabilitiesGross", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_DuraPlateTrailerPanelsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "DuraPlate Trailer Panels [Member]", "label": "DuraPlate Trailer Panels [Member]", "terseLabel": "DuraPlate Trailer Panels" } } }, "localname": "DuraPlateTrailerPanelsMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_EmployeeSavingsPlansAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Employee Savings Plans [Abstract]", "terseLabel": "Employee Savings Plans [Abstract]" } } }, "localname": "EmployeeSavingsPlansAbstract", "nsuri": "http://www.wabashnational.com/20211231", "xbrltype": "stringItemType" }, "wnc_EmployeeSavingsPlansTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "It represents the entire disclosure of employee savings plan of the company during the period.", "label": "Employee Savings Plans [Text Block]", "verboseLabel": "EMPLOYEE SAVINGS PLANS" } } }, "localname": "EmployeeSavingsPlansTextBlock", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/EMPLOYEESAVINGSPLANS" ], "xbrltype": "textBlockItemType" }, "wnc_EquipmentandOtherMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment and Other [Member]", "label": "Equipment and Other [Member]", "terseLabel": "Equipment and other" } } }, "localname": "EquipmentandOtherMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails" ], "xbrltype": "domainItemType" }, "wnc_ExpensesFromSelfInsurance": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Expenses from self insurance.", "label": "Expenses From Self Insurance", "terseLabel": "Expense" } } }, "localname": "ExpensesFromSelfInsurance", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESSelfInsuranceAccrualIncludedInOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_ExtractTechnologyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Extract Technology", "label": "Extract Technology [Member]", "terseLabel": "Extract Technology" } } }, "localname": "ExtractTechnologyMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/DIVESTITURESANDPROPERTYPLANTANDEQUIPMENTDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_FinalMileProductsSegmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Final Mile Products Segment [Member]", "terseLabel": "Final Mile Products Segment" } } }, "localname": "FinalMileProductsSegmentMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_FiveLargestCustomersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Five Largest Customers [Member]", "label": "Five Largest Customers [Member]", "terseLabel": "Five Largest Customers" } } }, "localname": "FiveLargestCustomersMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_FixedChargeCoverageRatio": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Represents the minimum ratio for coverage of fixed charge.", "label": "Fixed Charge Coverage Ratio", "terseLabel": "Fixed charge coverage ratio minimum" } } }, "localname": "FixedChargeCoverageRatio", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "decimalItemType" }, "wnc_GeneralAndAdministrativeExpensesCostOfGoodsSoldDepreciation": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "General and administrative expenses cost of goods sold depreciation.", "label": "General And Administrative Expenses Cost Of Goods Sold Depreciation", "terseLabel": "Depreciation expense" } } }, "localname": "GeneralAndAdministrativeExpensesCostOfGoodsSoldDepreciation", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/PROPERTYPLANTANDEQUIPMENTNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "wnc_IncomeTaxesReceivableCARESAct": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Income Taxes Receivable, CARES Act", "label": "Income Taxes Receivable, CARES Act", "terseLabel": "Income tax receivable, CARES Act" } } }, "localname": "IncomeTaxesReceivableCARESAct", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "wnc_LeasesWeightedAverageDiscountRateAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Leases, Weighted Average Discount Rate [Abstract]", "label": "Leases, Weighted Average Discount Rate [Abstract]", "terseLabel": "Weighted average discount rate" } } }, "localname": "LeasesWeightedAverageDiscountRateAbstract", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseTermsandDiscountRatesDetails" ], "xbrltype": "stringItemType" }, "wnc_LineOfCreditFacilityAccordionFeatureIncreaseAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Line of Credit Facility Accordion Feature Increase Amount", "label": "Line of Credit Facility Accordion Feature Increase Amount", "terseLabel": "Line of credit facility accordion feature increase amount" } } }, "localname": "LineOfCreditFacilityAccordionFeatureIncreaseAmount", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "wnc_LineOfCreditFacilityIncreaseInBorrowingCapacity": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Line Of Credit Facility, Increase In Borrowing Capacity", "label": "Line Of Credit Facility, Increase In Borrowing Capacity", "terseLabel": "Line of credit facility, increase in borrowing capacity" } } }, "localname": "LineOfCreditFacilityIncreaseInBorrowingCapacity", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "monetaryItemType" }, "wnc_LineofCreditFacilityAccordionFeatureIncreaseLimit": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Line of Credit Facility Accordion Feature Increase Limit", "label": "Line of Credit Facility Accordion Feature Increase Limit", "terseLabel": "Line of credit facility accordion feature increase limit" } } }, "localname": "LineofCreditFacilityAccordionFeatureIncreaseLimit", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "wnc_LineofCreditFacilityExcessAvailabilityAppliedtoPrincipalCommitmentPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line of Credit Facility, Excess Availability Applied to Principal, Commitment Percentage", "label": "Line of Credit Facility, Excess Availability Applied to Principal, Commitment Percentage", "terseLabel": "Line of credit facility, excess availability applied to principal, commitment percentage" } } }, "localname": "LineofCreditFacilityExcessAvailabilityAppliedtoPrincipalCommitmentPercentage", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "percentItemType" }, "wnc_LineofCreditFacilityExcessAvailabilityCommitmentPercentageThreshold": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line of Credit Facility, Excess Availability, Commitment Percentage, Threshold", "label": "Line of Credit Facility, Excess Availability, Commitment Percentage, Threshold", "terseLabel": "Line of credit facility, excess availability, commitment percentage" } } }, "localname": "LineofCreditFacilityExcessAvailabilityCommitmentPercentageThreshold", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "percentItemType" }, "wnc_LiquidityPositionToMeetFutureObligationsAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of liquidity position to meet the future obligations for the entity.", "label": "Liquidity Position To Meet Future Obligations, Amount", "terseLabel": "Liquidity position to meet future obligations, amount" } } }, "localname": "LiquidityPositionToMeetFutureObligationsAmount", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "wnc_NewSeniorNotesDue2028Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "New Senior Notes, Due 2028", "label": "New Senior Notes, Due 2028 [Member]", "terseLabel": "Senior Notes due 2028" } } }, "localname": "NewSeniorNotesDue2028Member", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "wnc_NewTermLoanCreditAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "New Term Loan Credit Agreement", "label": "New Term Loan Credit Agreement [Member]", "terseLabel": "New Term Loan Credit Agreement" } } }, "localname": "NewTermLoanCreditAgreementMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_NewTrailersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "New Trailers [Member]", "label": "New Trailers [Member]", "terseLabel": "New trailers" } } }, "localname": "NewTrailersMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails" ], "xbrltype": "domainItemType" }, "wnc_OldSeniorNotesDue2025Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Old Senior Notes Due 2025", "label": "Old Senior Notes Due 2025 [Member]", "terseLabel": "Senior Notes due 2025" } } }, "localname": "OldSeniorNotesDue2025Member", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2025Details", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "wnc_OmnibusIncentivePlan2017Member": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Omnibus Incentive Plan 2017 [Member]", "verboseLabel": "Omnibus Incentive Plan 2017" } } }, "localname": "OmnibusIncentivePlan2017Member", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_OperatingAndFinanceLeaseLiabilityToBePaid": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating and Finance Lease, Liability To Be Paid", "label": "Operating and Finance Lease, Liability To Be Paid", "totalLabel": "Total lease payments" } } }, "localname": "OperatingAndFinanceLeaseLiabilityToBePaid", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_OperatingAndFinanceLeaseLiabilityToBePaidAfterYearFive": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 6.0, "parentTag": "wnc_OperatingAndFinanceLeaseLiabilityToBePaid", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating and Finance Lease, Liability, To Be Paid, After Year Five", "label": "Operating and Finance Lease, Liability, To Be Paid, After Year Five", "totalLabel": "Thereafter" } } }, "localname": "OperatingAndFinanceLeaseLiabilityToBePaidAfterYearFive", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_OperatingAndFinanceLeaseLiabilityToBePaidYearFive": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 5.0, "parentTag": "wnc_OperatingAndFinanceLeaseLiabilityToBePaid", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating and Finance Lease, Liability, To Be Paid, Year Five", "label": "Operating and Finance Lease, Liability, To Be Paid, Year Five", "totalLabel": "2026" } } }, "localname": "OperatingAndFinanceLeaseLiabilityToBePaidYearFive", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearFour": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 4.0, "parentTag": "wnc_OperatingAndFinanceLeaseLiabilityToBePaid", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating Lease and Finance Lease, Liability, To Be Paid, Year Four", "label": "Operating Lease and Finance Lease, Liability, To Be Paid, Year Four", "totalLabel": "2025" } } }, "localname": "OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearFour", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearOne": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 1.0, "parentTag": "wnc_OperatingAndFinanceLeaseLiabilityToBePaid", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating Lease and Finance Lease, Liability, To Be Paid, Year One", "label": "Operating Lease and Finance Lease, Liability, To Be Paid, Year One", "totalLabel": "2022" } } }, "localname": "OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearOne", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearThree": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 3.0, "parentTag": "wnc_OperatingAndFinanceLeaseLiabilityToBePaid", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating Lease and Finance Lease, Liability, To Be Paid, Year Three", "label": "Operating Lease and Finance Lease, Liability, To Be Paid, Year Three", "totalLabel": "2024" } } }, "localname": "OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearThree", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearTwo": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails": { "order": 2.0, "parentTag": "wnc_OperatingAndFinanceLeaseLiabilityToBePaid", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating Lease and Finance Lease, Liability, To Be Paid, Year Two", "label": "Operating Lease and Finance Lease, Liability, To Be Paid, Year Two", "totalLabel": "2023" } } }, "localname": "OperatingLeaseAndFinanceLeaseLiabilityToBePaidYearTwo", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_OperatingLeaseandFinanceLeaseLiabilitiesPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Operating Lease and Finance Lease Liabilities, Payments, Due [Abstract]", "label": "Operating Lease and Finance Lease Liabilities, Payments, Due [Abstract]", "terseLabel": "Total" } } }, "localname": "OperatingLeaseandFinanceLeaseLiabilitiesPaymentsDueAbstract", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESMaturityofLeaseLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "wnc_OperatingLeaseandFinanceLeaseLiability": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Operating Lease and Finance Lease Liability", "label": "Operating Lease and Finance Lease Liability", "totalLabel": "Total lease liabilities" } } }, "localname": "OperatingLeaseandFinanceLeaseLiability", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "monetaryItemType" }, "wnc_OperatingLeaseandFinanceLeaseRightofUseAsset": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating Lease and Finance Lease, Right-of-Use Asset", "label": "Operating Lease and Finance Lease, Right-of-Use Asset", "totalLabel": "Total leased ROU assets" } } }, "localname": "OperatingLeaseandFinanceLeaseRightofUseAsset", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESLeasedAssetsandLiabilitiesIncludedWithintheCondensedConsolidatedBalanceSheetsDetails" ], "xbrltype": "monetaryItemType" }, "wnc_OtherAccruedLiabilitiesPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The disclosure of accounting policies refers to other accrued liabilities.", "label": "Other Accrued Liabilities [Policy Text Block]", "terseLabel": "Self Insured Liabilities" } } }, "localname": "OtherAccruedLiabilitiesPolicyTextBlock", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "wnc_OtherAssetsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The disclosure of accounting policies refers to other assets.", "label": "Other Assets [Policy Text Block]", "verboseLabel": "Other Assets" } } }, "localname": "OtherAssetsPolicyTextBlock", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "wnc_PartsServiceSegmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other products [Member]", "label": "Parts & Service Segment [Member]", "terseLabel": "Parts & Services" } } }, "localname": "PartsServiceSegmentMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_PaymentsForSelfInsurance": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Payments for self insurance..", "label": "Payments For Self Insurance", "negatedLabel": "Payments" } } }, "localname": "PaymentsForSelfInsurance", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESSelfInsuranceAccrualIncludedInOtherAccruedLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "wnc_PercentageOfTrancheLoanAmountOnEqualQuarterlyInstallments": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage Of Tranche Loan Amount On Equal Quarterly Installments", "label": "Percentage Of Tranche Loan Amount On Equal Quarterly Installments", "terseLabel": "Percentage of tranche loan amount on equal quarterly installments" } } }, "localname": "PercentageOfTrancheLoanAmountOnEqualQuarterlyInstallments", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails" ], "xbrltype": "percentItemType" }, "wnc_PrepaidChassisConverterPoolAgreements": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails": { "order": 3.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The prepaid amount of chassis converter pool agreements.", "label": "Prepaid Chassis converter pool agreements", "verboseLabel": "Chassis converter pool agreements" } } }, "localname": "PrepaidChassisConverterPoolAgreements", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPrepaidExpensesandOtherDetails" ], "xbrltype": "monetaryItemType" }, "wnc_PrepaidExpensesAndOtherCurrentAssetsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the carrying amounts of prepaid expenses and other assets.", "label": "Prepaid Expenses and Other Current Assets [Table Text Block]", "verboseLabel": "Prepaid Expenses and Other Current Assets" } } }, "localname": "PrepaidExpensesAndOtherCurrentAssetsTableTextBlock", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESTables" ], "xbrltype": "textBlockItemType" }, "wnc_ProceedsFromSaleOfPropertyPlantAndEquipmentAndBusinessDivestiture": { "auth_ref": [], "calculation": { "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds From Sale Of Property, Plant and Equipment And Business Divestiture", "label": "Proceeds From Sale Of Property, Plant and Equipment And Business Divestiture", "terseLabel": "Proceeds from sale of assets and business divestiture" } } }, "localname": "ProceedsFromSaleOfPropertyPlantAndEquipmentAndBusinessDivestiture", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "wnc_RevolvingCreditAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Revolving Credit Agreement [Member]", "label": "Revolving Credit Agreement [Member]", "terseLabel": "Revolving Credit Agreement" } } }, "localname": "RevolvingCreditAgreementMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTRevolvingCreditAgreementNarrativeDetails", "http://www.wabashnational.com/role/LONGTERMDEBTSeniorNotesDue2028Details" ], "xbrltype": "domainItemType" }, "wnc_ScheduleOfSelfInsuranceAccrualTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of self insurance accrual.", "label": "Schedule Of Self Insurance Accrual [Table Text Block]", "verboseLabel": "Changes in the Self-Insurance Accrual Included in Other Accrued Liabilities" } } }, "localname": "ScheduleOfSelfInsuranceAccrualTableTextBlock", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESTables" ], "xbrltype": "textBlockItemType" }, "wnc_SelfInsuranceReserveRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Self Insurance Reserve [Roll Forward]", "label": "Self Insurance Reserve [Roll Forward]", "terseLabel": "Self Insurance Reserve [Roll Forward]" } } }, "localname": "SelfInsuranceReserveRollForward", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESSelfInsuranceAccrualIncludedInOtherAccruedLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "wnc_SeniorNotesDue2025Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Senior Notes Due 2025", "label": "Senior Notes Due 2025 [Member]", "terseLabel": "Senior Notes due 2025" } } }, "localname": "SeniorNotesDue2025Member", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails" ], "xbrltype": "domainItemType" }, "wnc_SeniorNotesDue2028Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Senior Notes Due 2028", "label": "Senior Notes Due 2028 [Member]", "terseLabel": "Senior Notes Due 2028" } } }, "localname": "SeniorNotesDue2028Member", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails" ], "xbrltype": "domainItemType" }, "wnc_SeniorSecuredCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Senior Secured Credit Facility [Member]", "terseLabel": "Senior Secured Credit Facility" } } }, "localname": "SeniorSecuredCreditFacilityMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantDateFairValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share-based compensation arrangement by share-based payment award options fair value of options on grant date.", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Fair Value", "terseLabel": "Grant date fair value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantDateFairValue", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "wnc_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualLifeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Weighted Average Remaining Contractual Life [Abstract]", "label": "Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Weighted Average Remaining Contractual Life [Abstract]", "terseLabel": "Weighted Average Remaining Contractual Life" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualLifeAbstract", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/STOCKBASEDCOMPENSATIONSummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "wnc_StandardProductWarrantyCoveragePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Standard Product Warranty, Coverage Period", "label": "Standard Product Warranty, Coverage Period", "terseLabel": "Standard product warranty, coverage period" } } }, "localname": "StandardProductWarrantyCoveragePeriod", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "durationItemType" }, "wnc_TankTrailersReportingUnitMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tank Trailers Reporting Unit", "label": "Tank Trailers Reporting Unit [Member]", "terseLabel": "Tank Trailers Reporting Unit" } } }, "localname": "TankTrailersReportingUnitMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_TermLoanCreditAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Term Loan Credit Agreement [Member]", "terseLabel": "Term Loan Credit Agreement" } } }, "localname": "TermLoanCreditAgreementMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LONGTERMDEBTNewandOldTermLoanCreditAgreementNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_TermLoanCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Term Loan Credit Facility [Member]", "terseLabel": "New Term Loan Credit Agreement" } } }, "localname": "TermLoanCreditFacilityMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/FAIRVALUEMEASUREMENTSCarryingandEstimatedFairValueofDebtDetails", "http://www.wabashnational.com/role/LONGTERMDEBTComponentsofLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "wnc_TransportationSolutionsSegmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commercial Vehicle Segment [Member]", "label": "Transportation Solutions Segment [Member]", "terseLabel": "Transportation Solutions" } } }, "localname": "TransportationSolutionsSegmentMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSChangesintheCarryingAmountsofGoodwillDetails", "http://www.wabashnational.com/role/GOODWILLANDOTHERINTANGIBLEASSETSNarrativeDetails", "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SEGMENTSReportableSegmentInformationDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_UsedTrailersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Used Trailers [Member]", "terseLabel": "Used trailers" } } }, "localname": "UsedTrailersMember", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/SEGMENTSMajorProductCategoriesandPercentageofConsolidatedNetSalesDetails", "http://www.wabashnational.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESNarrativeDetails" ], "xbrltype": "domainItemType" }, "wnc_WeightedAverageNumberofSharesOutstandingBasicandDilutedAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted Average Number of Shares Outstanding, Basic and Diluted [Abstract]", "label": "Weighted Average Number of Shares Outstanding, Basic and Diluted [Abstract]", "terseLabel": "Weighted average common shares outstanding (in thousands):" } } }, "localname": "WeightedAverageNumberofSharesOutstandingBasicandDilutedAbstract", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "wnc_WeightedAverageRemainingLeaseTermAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted Average Remaining Lease Term [Abstract]", "label": "Weighted Average Remaining Lease Term [Abstract]", "terseLabel": "Weighted average remaining lease term (years)" } } }, "localname": "WeightedAverageRemainingLeaseTermAbstract", "nsuri": "http://www.wabashnational.com/20211231", "presentation": [ "http://www.wabashnational.com/role/LEASESLeaseTermsandDiscountRatesDetails" ], "xbrltype": "stringItemType" } }, "unitCount": 5 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721671-107760" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e557-108580" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124507222&loc=d3e1436-108581" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(5))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(b)(4))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1,2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3179-108585" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3179-108585" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3367-108585" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3521-108585" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3044-108585" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4273-108586" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4297-108586" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=SL98516268-108586" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18726-107790" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721677-107760" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(c))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690" }, "r151": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(4)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r16": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/subtopic&trid=2122178" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.M.Q2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693" }, "r17": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "http://asc.fasb.org/topic&trid=2122149" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=122038215&loc=SL108384541-122693" }, "r171": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "250", "URI": "http://asc.fasb.org/topic&trid=2122394" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1505-109256" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1707-109256" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1757-109256" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "28A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1500-109256" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1278-109256" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2626-109256" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258" }, "r195": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=124437754&loc=d3e543-108305" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=124502072&loc=d3e1280-108306" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=124502072&loc=SL124452896-108306" }, "r199": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "270", "URI": "http://asc.fasb.org/topic&trid=2126967" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=124429488&loc=d3e326-107755" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)(1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8672-108599" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(j)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6787-107765" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8813-108599" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8813-108599" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8813-108599" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6801-107765" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "34", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6911-107765" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599" }, "r251": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4428-111522" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4531-111522" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e4975-111524" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=SL6953423-111524" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5212-111524" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5033-111524" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5074-111524" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5093-111524" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6935-107765" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(d)(1)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124402435&loc=SL124402458-218513" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(d)(2)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124402435&loc=SL124402458-218513" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255206&loc=SL82895884-210446" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e7018-107765" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116847112&loc=d3e4492-108314" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116847112&loc=d3e4556-108314" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.BB)", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=27011343&loc=d3e100047-122729" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.BB)", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=27011343&loc=d3e100047-122729" }, "r277": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "330", "URI": "http://asc.fasb.org/topic&trid=2126998" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123349782&loc=d3e5879-108316" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6361739&loc=d3e7789-107766" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13777-109266" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=120320667&loc=SL49117168-202975" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "((a)(1),(b))", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=SL51721533-107759" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16373-109275" }, "r306": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "http://asc.fasb.org/topic&trid=2144416" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226317&loc=d3e202-110218" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=123398962&loc=d3e400-110220" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=123364984&loc=d3e1205-110223" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=123351718&loc=d3e2420-110228" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=123351718&loc=d3e2443-110228" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=SL51724579-110230" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.CC)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=27011434&loc=d3e125687-122742" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "410", "URI": "http://asc.fasb.org/extlink&oid=6392676&loc=d3e7480-110848" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394232&loc=d3e17558-110866" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(d))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308" }, "r328": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14615-108349" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14394-108349" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14453-108349" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14472-108349" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349" }, "r336": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=124440162&loc=d3e12021-110248" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=124440162&loc=d3e12021-110248" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=124440162&loc=d3e12053-110248" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "((c)(2))", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=123368208&loc=d3e12565-110249" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "((c)(3))", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=123368208&loc=d3e12565-110249" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "((c)(4))", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=123368208&loc=d3e12565-110249" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=123368208&loc=d3e12565-110249" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=123368208&loc=d3e12565-110249" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(5)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=123368208&loc=d3e12565-110249" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=123368208&loc=d3e12565-110249" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=123408193&loc=d3e12803-110250" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123465755&loc=SL6230698-112601" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(C))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "69E", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "69F", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495745-112612" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123467658&loc=d3e12317-112629" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123467658&loc=d3e12355-112629" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21553-112644" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21463-112644" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21484-112644" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21488-112644" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21506-112644" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21521-112644" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21538-112644" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405813&loc=d3e23239-112655" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405834&loc=d3e23315-112656" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "http://asc.fasb.org/topic&trid=2208762" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130561-203045" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130564-203045" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "27", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130611-203046-203046" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(i)(2)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(j)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123338486&loc=SL49131195-203048" }, "r456": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(4)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=SL79508275-113901" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "740", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120384911&loc=d3e23163-113944" }, "r502": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "http://asc.fasb.org/topic&trid=2228938" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=SL37586934-109318" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e31917-109318" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e31931-109318" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(c))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32621-109319" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32632-109319" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(7))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "217", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=124434304&loc=d3e36027-109320" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r549": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123586518&loc=d3e961-128460" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5263-128473" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5333-128473" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "38", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5504-128473" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116873149&loc=d3e923-111674" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4569616-111683" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4569643-111683" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4582445-111684" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r565": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=117331979&loc=d3e41228-113958" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5579245-113959" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5580258-113959" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)(ii)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=d3e41620-113959" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=d3e41620-113959" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(c)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624171-113959" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624171-113959" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(4)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624177-113959" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624177-113959" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "4E", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5624181-113959" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "182", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123421605&loc=SL5629052-113961" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "25", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121577467&loc=d3e76258-113986" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121549185&loc=d3e80845-113994" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123477628&loc=d3e90205-114008" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r590": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "815", "URI": "http://asc.fasb.org/topic&trid=2229140" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19279-110258" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13433-108611" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13531-108611" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13537-108611" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1474-107760" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a),20,24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123597120&loc=SL121967933-165497" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918631-209977" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918638-209977" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918673-209980" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918673-209980" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r627": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r628": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r629": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r630": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r631": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r632": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918686-209980" }, "r633": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918701-209980" }, "r634": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123414884&loc=SL77918982-209971" }, "r635": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/subtopic&trid=77888251" }, "r636": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "848", "URI": "http://asc.fasb.org/extlink&oid=122150657&loc=SL122150809-237846" }, "r637": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.2)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r647": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r648": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r649": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r650": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r651": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r652": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=SL51823488-111719" }, "r653": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=123353855&loc=SL119991595-234733" }, "r654": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "330", "Topic": "912", "URI": "http://asc.fasb.org/extlink&oid=6471895&loc=d3e55923-109411" }, "r655": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "730", "Topic": "912", "URI": "http://asc.fasb.org/extlink&oid=6472174&loc=d3e58812-109433" }, "r656": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r657": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959" }, "r658": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(f)(1)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r659": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(f)(2)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r660": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(f)(3)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r661": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r662": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r663": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r664": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r665": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r666": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r667": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r668": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r669": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r670": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r671": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r672": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r673": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r674": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953" }, "r675": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r676": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r677": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r678": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r679": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r680": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r681": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r682": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.10)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r683": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(1),(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r684": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r685": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r686": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r687": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r688": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r689": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r690": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r691": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884" }, "r692": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "405", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6957935&loc=d3e64057-112817" }, "r693": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "e", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823" }, "r694": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823" }, "r695": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123345438&loc=d3e61044-112788" }, "r696": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r697": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r698": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r699": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(a))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721659-107760" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r700": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r701": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r702": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r703": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r704": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r705": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.15(a))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r706": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.15)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r707": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.5(c))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r708": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r709": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.28,29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r710": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r711": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r712": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r713": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r714": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439" }, "r715": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117783719-158441" }, "r716": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117819544-158441" }, "r717": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r718": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r719": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29,30)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r720": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r721": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r722": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r723": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r724": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r725": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=123600520&loc=SL75241803-196195" }, "r726": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=66023616&loc=SL35737432-115832" }, "r727": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=120413173&loc=SL6242262-115580" }, "r728": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "210", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=120413209&loc=SL6242269-115581" }, "r729": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=123364037&loc=d3e3115-115594" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r730": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629" }, "r731": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "450", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491354&loc=d3e6049-115624" }, "r732": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916" }, "r733": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916" }, "r734": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=SL120174063-112916" }, "r735": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "http://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663" }, "r736": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "http://asc.fasb.org/extlink&oid=123360121&loc=d3e27327-108691" }, "r737": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r738": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r739": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r740": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128487-111756" }, "r741": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r742": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r743": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23" }, "r744": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r745": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r746": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r747": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r748": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r749": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3,4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r750": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r751": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405" }, "r752": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848" }, "r753": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "848" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721663-107760" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226008-175313" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226052-175313" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226000-175313" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a),(b),(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e637-108580" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721665-107760" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e640-108580" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e681-108580" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669686-108580" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e689-108580" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "17A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL34724391-108580" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580" } }, "version": "2.1" } ZIP 115 0000879526-22-000014-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0000879526-22-000014-xbrl.zip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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

B6I6R#X$J?=4B6G3H1L6_8Z YKQT-2GT*F7 MT'Y,W[K,EOQEB502>QA1N#68.6"=C]1KZ-B5K+HG*7/Q2S4)N17,T^]#N M'Z8D$6-5_#HP5S5R"/F6"KZD,%.ME"V8[COH:H#=>PG M\W=S]Y_;TV=C7.)T)YQ+;63]"4>3( ABQ)5-32!=_,.".?J_J?:..J*@HPX4 MP[_D4C"QFAP9X%1P+%0_PZ50&OB8F&R.9;VVDMC>&/S\K6WWID*V2&,N6Z)T*#Q+T5',=:VU1)J9V#DWINI^9!OU1X6],W MM30#]'7=3_GZ'A\EEQC_,\A %:7V6=D7V!3@7(X7ZCUFVO1/_659IR:- !'1 ML9Y- W@R/GRC05H5ED@',6[3+-95!_7=0>6YY_VLVG:.%&MA]=:,M2<#55\R"W].]9S^_)^2*W^7[JSPQMRV[W76C:F MB%@$8,K_X5&,#O:.&U![5]>Z-JY*'1^YXB^2OG)!..-J/A(X[H,3!H3W,'EJ MB?70\]Z:.$_?%Q@BS.*2ISC3"3<1ZV\H4$LY7J&CTN4!JE/#X8"Z^$W*,6C[ M=]IW@$@X4TQ8XH8N1T'B!+ZFWD6_\1)JC4'&JB8F>+WRO1-NN(9/?HG M J* MXI@#SNB=P(P(Q&'!#/D *,&./NB/EKW8]A7JYF92XB4['"$9$X0!4]XUG*XR MM3>U;PTO&F^W?(.RUKC?)6Q@R5E\F)M=VY=1\Y'&:#4ZA8.N8$$@\HHBA%9# MCPP5 OPPOU7JBR$X030P/__&WBRK<+*5@+KHZ@YMN\/,*SM7[>0H"J+Q$S@@ M!-B4/#?N8%P0Q!%RY%CWJ-$B&1U]#*B-K_K+*ZLHMQL7ZG?G]J@+%^68"/]2E*A@ MI=V_.[(4@R.4DO\FS18IJ>!&>6#.+9@!&(7A)*K8P#K>JC'Q_J,HZX$E<_?/K'JVH+*8I8;F+% M,1J9;K/D+(JS>R=LZ6K?NEX-33O3,81[\1,B:MA+G:ED![FGHEX\IRK>-TJ9 M$(R$^HK857E\1TV VW*OUD,J.AW>CU0TV@JR;'?+&XOK,];)Y&M>M.U8T9+> M'A;%SX ,8]X\4(U;62+J?.*9YZ\$J0%%@I;85Y^O;)8+VJVZE[,VR0/OQ?EH MV!L986("15R(TZ^U9:\6\5P FQ,IPO4HA(A<0Y&QH,Z<_@L"B7NT6@C&(]6[ MAD629_^5?<%IW>KSQ3!SP5"O:YA5YW7> XV&&];S!I#%@_:4V0!J A7E;CMN M@W5,#G**:+9E,6^V6N\(-NE530C#K)P^X0PB6%W $%<@==D&RWJ:<20%[$[) M3F:6C <[05\/71F*NT[%S%H_ R])[8AAITGDIC9('3V?$Y-V)^1/HD_3Z582G<[QWQ:) 9& M!;*%$4[2NM,CK]T5I4/U2\X'BT$F#.]#?4ET>F0Z)JB-T&3%D\N+<"%@U$<@ M0VQQ;/-S=8M^-*?^!KU SY_/TD!,M2!N@MBQZJ2Y7A&=8$$1N'1#;5ME:(PP MM=4:)%@((84&6-.(Y7??I(,B-[4P49TL5!F887$<+'+UD_['ZS#*0=N_^RE* M:*OHI;HR#)^QP8]>GP,@10;_%^KQY<\]^M./1=C\VW#0&YV-EOX9F,K2OZT: M]JQW<;[\S56CKO[;Z?"DFVLWUVZNW5P/?J[G:XWZ(TD$E@H@7E"6_>V'T0\V M[$YIRC_UO0$E:^OQ5CPZ7'S%AU\W\@L:WAJ2C$^M_5S>9R^2( 2M=F0D]_UK MVL/EGQSV\D\/>_EGA[W\\\->_L5A+__RH)<_[!_V\@>5Y=^C_R!,[C7UG#^6 M&4XF2DVGKU>L&DNZZFN>1V$8JQ\V%IHAZA7J7A#/FEO2"VO;SDQ M+-TO<67@TF"[L+="%'IZ,2LV,\.I+=W-9]B?X>@$TW76N$/WTLX:E^L ]O/L MLMO/)]S/4?^BV\^GI,^+LVX_GW(_+_O=?C[E?1^.NOU\TOWL^.>3WO=!=]^? M5E]JWO>-C9@I_;_]-6+^'[;@_ #3/\9_>6^H\ZAW]/+5/8;,<+,]ZWN[0#$# M!@:NW\ -B8.6VM_JA;Y\$).I+7'8:B@JVS*U&],4'@BP."GWKMY\QII3%623F??*ZTRWWW^W53#(>R&Z:AIRM=U)9&IY$HB+ KY5'!!EJ1!N TQJ"T%(19@ M*DFSY&QXQH ?C/U!("/5IE6ZA:XI83-0('G+:) 2@0-"-8\F/@&Y19,R MIA9@ 5TK[@9SAWT0H@1;$63EPC8+X.8"^0QK<:ZQ].:?Z2WBJ7)KSK0LJ#V" M1K/3<)BVC@M[&5"]39&EU#6(D=\T]BQAZ,$-C]-K@E;*"&J/X-L0R2T0+S^U M$I5.]K4>#3WOC72UJ1$>TI@F(3GLX?W4@1 \P\L+0P"C02L!5"HI[>GK$VVA MJL&0Z6!P^;+> HWQ\NTH. =;%P5WGGJX&/"_2C_4(&\IFN,]5(N VS]EP7QQ M7"[<9>*&\)'POG!18.-XG(9FSNZFE1VC]F;2@@.(A<#^%W' _0=TM:$IQ4J M;57[&>Q#27T%G@8)+\H-O^,*1JH"=\O4EG*D$37,.Z'_/14$HO[PK$E1H]&0 M27/49[PE(%PA5GJ)LQ[JQ/8'-<.MGRE2"@%2S*(<>Q%.B/2:%Y]565$&X%@Q2PGS4 M8!1<.%B%VY4;87NW[!!\$HVX?J&HFR/X@;CN\Q:'7KE5\7"#?!'G(A&DER07 M/-<$[ ES:]VN$KND#VIIR9LJ7)Y6G>&"E3[DOK3<_NQ_54BT$6L9NGM(] MPI>:TNP:(5BEOTK[56B9[F"D[VBEZGTT?&GU 2T2] -UD5"O=&](A9 QP$U/ M07VM^,Y5;Q3)]BF,:ZZTN< .W#?N_G[>A%K)]._JNHR=;DF_8D4]_^+[7)#V M63Y[Z7;&/%2+[C":3ADIG='NY1I0G\2I "(*F0'C9Y 74@BRVO[&=G\%/B%3 MMA\5$#'5\@>)T6U-5UVCM!A@_>4U_0>)RGM>2Y7H4'D/%I6W:^WS)#VJ&,-G M.;ZK0,!J-\4O'Z\JWHQ_:2SR?\*GX):A!H:HY-XG1FJ_"N&>6:QA/@8U*QZ/E<9(?_*4+ 9Z@BG"D:UJ1\ M7:?T%43O!1$X*7B>'V>HR WK!Z)%E3[*?_SS'T-SDCBN8/@PZ!D.CWUHZ'P8 M&A_1-N.(X-% E&;B;W"08P<7/ $"CS(J_6\57T ;GM3GS[]9FL)>XR'!(Q61 M;KRG$:M@.TM&_[]:+!0!""M%,%6R]^)MXEV"K2D$F<4T]PO*8L9M"C2^T+7M M=B4'K*QFS@=+#BR"8KZ*,C /BAI\+L[?@]FD,GF"5D;'SIV@PBT4]2" WXLK MPIFGSYU1L.,\]=W1FCX0B4LC*8'Q4A^CK*+ADX,J=\&Q<52:X8=)D8[)-S4X M]Z5G1VW_KK'1NV),HWEJ_#$T=YDDTHF[H]R*.G_=M0+GDDXPJU1-3S M!YM7N)?.4:+:T'CH0B"TW5AY7Q)$R"F3(L(>842DN4!]T>6UWBP*QH!0U MN*[Q/,VL3!,L9PX&=YPX71Y05P<#7(M;VIB/=D@80"%D>_F7*,-V)D@R&? W MIG^TPFBW"_R&=!$N008'"/*%OX1%3$6[Y8[MQ!^!FH+DBR5Y:I8$CXT)MTM/ MQ-PJ<;$Q1VB;0<$3L-]/J:OZL@DX%\GI;&NZ?*(S'[U->BJ^.%=<7CP'6J7; MAVU=Z#9Q4Q*#+X84C4V6L#-(H$"BW"4!=C$*@6E,#%1IUZ[PF74:((6W"AAD MC67!)L(!)E% W/=WE<-]A%/[.87K943(FZO??S8BI$QN%#%BA(%&SL%Z"O * MI(067<6VK*->LBJ,RODQ43#I%\>D7PB('2' Z?1C99O8;H00[ER M1EKY@'4XEQ1W(W -;O998> GI@90=@2S(SB"ALQW=H3VGQL.@9X5ELAK#,:B M-O?=6:PYAFB;'.Q):)*WR&W==FK4@"^Y1JT,'Y>#J48[=$2NPB@-P8 PHSX^ M"]WB@>-E1A[D-8%0%C%U9K.:HY7'<%P=QWI6CO7!X5@4*QET 45@IZ69H2M"YM+5Z\U7$9,A48A&AHKK4(R?'%%BR1BT,,(M3'B(&M+ M,!):-(71T@<4S!E*> W'%Z*WCP;>V?$<-@1HEH'R:\40CF!*S04O*SH(G MA=/#^?3 >-0M75$?I*7H@#&Q(MU.EG0$YBK>31K#E'&*I&!.C/O8-%7C7:"K MS"8<: ]3TZN"-62%NH86!L1&]%I@^TD]DK6862OVHU/$R2IVCAKF\(U;BO+ MZ@56&5$3J3$D-0MG0$?T3NNPF03,SFDRP]=\/K@<^IK,J-E.SF4!5@?,L/9H MG&(4%.;%FR=ZC@,EZW8^<[1%9GFHF/6\(XZ[57:)(AH5^I$P*G8AFG"<@3JR MDTHN.Q?*NF8Z#A^U'@>>W5JGH ^;"11?X_CU^$^.&>H#&"LZ M))[91[KUHH MKT?XA-:E M<03K+,S)P5+U:>#3[)BPVHA-19IB6Z56?6Q)1Z2ZN0Q:-S?^FI!:'*)A;,\ M?8A\"*BZ3V:@P,&V,+>M/#B\=$]+_ 0P>UH%NONT]P/AK;5WA&= CVC?$>8L M4-\M=(JA1X#X-?7"O:M8HK351!1&X=-R>\I(W1S/U9=\8CX(FT88WDY':.HO M8'N "NL5AL<0U=CP&7L'<(]=Y$\3E26V.X3P[P_D7BG"B=68X W^%#W2M"VX]VW#0(1 %W3NQWZR+;Q[0;7>JYC4<]15M% _)F]XM7,Q.UX< M!P>JZ"2B[H3@HLSQ1ND$P4A!M/:+%&, M'QE'&K6&UM&B/]-(3TCG6U#DDG=*- D2J*Y;2QIA<:H)92=VTO1Y+PS34"61 M&%-_Q?32I.,TUQ:?"Q_Z#76Q)Y9H]423)W13D6VH3TT(&R1'DD)"16T=\Y!U MV$("$D0VU$F4S5DD9@RV;[U>E[ M.9 "61:4 :&U!AMQ\TVO'-N12;];I+ZW*+,)685.)OH*DCW(K+F++FMN.^;2 M9GE33GXF"EGNNN]&/C]"[>K'CO(X27XR]GPO/J7 M45N]R)H-'$]_V'8[?*75_3M92%0"^8&B\R@$=\._<&^!JVD;YTEW+U60#PBK M,J6>B3,2\)$0NY.UM!M,0-O,@UA9[Q&'U')3PQH^=5>Z;]&+[/*R=]ZGUC2; MMB([&_:&)T_?BFS0[YV-EO_Y$7U]1MUDST;K36C-+D1KXE1^FP8#]S.R/DO2 M-CP"LZC!Z6XV3OA_%"K_)<$D2YM!,? WP2'=HV-T #D>""R[?4?+Y3MU8OA-G6=9@112YI22S"JEG4SCK]6%\GG53J$7M MAE ^#T#V7A/GYUFWXF$H4.M"I7>TU=%61UL=;7UKVOI.+0F>=<5OI-;IX=+\ M4;A[S[KVB\O>=P5SW2+2WAE@QN& MMUE._B-+\UR2$3JCUU4>>Y>=[MC9)=^&M#9EKAUI=:2U%FF--E;L#H*T1*C7 MTM\&)T0X3ZT2=F,\S1B'$'#X!T-_FS*^CC\.BC^_:DVN+Z.,0C,FK>0J3^2O0%>J(-I5<1^-'YK/M))UW1D)G M)#PE'^SHXY#HX\'!OYVGCT,P(M_/%T&4&0B5%$%\?"SB.SAK\E"UP*(T<6*+8^X10>8_B-,]?,9I"V@0#Z'(P0*IVB6/;87CL M&V4=G?8N7G54U5'5$P?4NY2Q+F5L/\8X!"__>T0*P'8[$@,_,-?^T: WVE@( M[CPWZMRV:]+&64<;'6TLH8WAX='&(;CS/QRJ__ZHWSM=GZ3WQ>_6^68[WVQ' M(T\3Y3[4^,Y!^^['U!T+D9&I[U_PM8,[>]RM. A_6.=I?;R^=MX[Z?SW'54] M[8:>=ORJ\]_OR1B'X;_7>I?VX'M'8Y6H:50TA,.>^^0>9J3NBV^N\]NNZ>3: M/.FAHXV#H(W!0U,7=IX^GLBOORL.#,1ECUPGQF,\_:+W2L.=$>Q"F);834>O M8]\LA ?[^9YNIW;RDCV#%_G@://H;).0?4>7'5U^GQT?;9S%W=&F44Q^I$9S M?W_*WH!__U_C[,>_/[@#X\4/3SJ;;[?'[1T8J3'E&VQ\G'%;2VQKY.U&"T8: M\:>H@,]-UE@JJGJ?*J#]6[VZE0TF33LATUS4=AQ_,1H.>B?>G'N,^EZ:>?"+ M\Y<^-[AVSKGG_7SGCQV6FA,GG 4W$TCQ*N MSY'&ZMRG6G=I+Y.HR)'_A-ZMRA1UQJ9NF+EW%&('R8SF77JG.7N]O%\KXFEH>U(V]F07*M-O'[;!*8V:-. MA<_1&U-D77.HO=K8=7IG=GO7CL55)LL3DCNR?/C6/JTG?+E79+"V6V0/-O7( M&!&.W2 @-L3UC'%B8[7,& M+R_2K.#;_RF-RU9XCT?GPF_=RE\\:HG;[: =^&>CD3\:/-"A_4B7]%-&+#JZ MVRVZ&PU._9-A1W<=W7W7T-W@W+^XW+3S\_91W2;QV1V,L Y/OED3VJV[;@== M??8QR(K<^^]@OG@-!E1V$TT.#X_\_-P?G)T]2[)BET^ZP3%=^B?G)]TQ;?;N0.U)D$?# M@3\Z?VHRWB8:WG,GS7#S9L%[5CVO)_'LV$#.=6@I&-P6^V/79[DU4SP 0ZX] MCQ*'^3=5G7V:18N%"I=ZMBX?M? M3*^E8KOEL!6[GBC9)5L^)-D2RS /S;M[ M"W%6C,.-M%3]PT.[VS@7PX?: ]N3V01\0OM^]P3_O^VR1<_G3UX%W-JWW72*F;H?#-OGWCDO"&2U-]+] M?'3#']\+$M/T!T=X,1J<]RZK;7] $6UM^_,9)F#>A0&YV\]M0!U_8$-A-[RP M5/A"X&&:XYT.!NX93!^ M&*;Z+_J6S7\SPX5E!JHR#UE@5!U^Q]EBE2]P:E)U".H]I.0\[K [R +.. T; M>XK)&"^;V]6^_DSE95SP0F'73I;O6:9N5%(JWPLSX,@)XG_G198FU_"W4,VQ MI=(49I:6\&-V)RV6IF#IJ(SZ+-T$2#-3A1M ^WZKXAC_BV^ O"C@[;DYA67S MEPVYO&#F'\1YNGP1\.$@^=)&*4[/J)9]8;*9PY^S*(B! M%"=IDDY+T]Z#KVD: 6 MGXJOG9_WABU<#8C'86I#R_F(I0W@0B[C:$@6<"1V ,/9\#85L\CT./,BE],% M19%%XY*;ALDR\ NQTJL8G,.;A"_IQ>F$%S>)T[R$.U]E1+.@,./Q_' T,R.X M),%BD:5?(Z0.^/:+P47O5*^PY[T'UA&&I'[A/G$/-;S5OWP%RIX4WFE!#.>J?K* !-K1)I]7A$;]?=$[!NUE/^^[\&YR>OO\F\UR1@V^Q. M#@T/)P=%!AC2?TJXTL YD.T3)3([J'+U)FE5&1*^73_@?N_,'O O7R=Q&C$=?O"OD&F#.>VKYTAM3KL2K=BP$0X/@^[7%X<=([KS>-/&WCM>S: MK'X'^"D^ET5(J/#;JNQ#KGX#9$H,5GU=J"173(-I@=0*BRZGP-WX3LHKE?%@ MXV?>-/H*/^%K]<'@<5B,7*PPRA1P2GPN2N2'.!BG(.'3LABCVQ7N$NV93S)C MIH+0&0E?#-4"WHN(T^\(W:]KC$Q:",0_.3NSI[^"2,Y/+#-C(AGU^FN9&)7/ MNKJ6P\*,(BE(YP$<-2Q)^_)NTKC$G8%_!I,)G"8/6].?'48F@\$4YZ#^ M%W>:P/#CVLA)6C6WG!_EI8.@[E>7CBU5\5OR :(Q^T9-#)R.7#%P9>4\7!+S M;=-(-5UU,RRIIPNT"/!?>;E8Q)'LE@+=);U32C1//(O*+)U_'+=/ZL14X?"I>K/#U:T738#TJ@?F5"A5^N A_&<60Z '_&D0) MT>4P0VF_-&;O.57F]35FNO,/LYNT M/$!^X)A.57V;^:O+WXXUOUQ&;Q>]"\MS@;*![2&ID-OB ;SN(!G:AOKT/[(4 MB.5CEH)QL1L+7$G^O)P%+4?X[>69M=A7\-NSNCJ-FA(;<=7GV>Q?ZC_7OH)=.A C=!*]>1_?#Z MAG>3W8F.[+N0W]V>\=22T[U3J=M=[_BGZQV_!U3<=;E_JG;B^[%QWZ:+_1[L M30.ZN*.H-7;MFZ <;36_=/J);J^YQ M=R%E1J>]P;.D"G_GE_ TG<'=!WE\3^:'BR%P?4M3-<$;)Y1%]Z2ENR^'>5]&9_[Y MX(%=BO;FNNRYSP_+E0ZY#U4'L.=4P9W8/.<.8*\#V-N.TDP'T^*Z6:5Y=F;Q M%EJAYUX,ADU8O7ZSD//$>:I:3.FW56TF2B/W/*2:?]#O#9?6=5[V3EXNG>=% MWQL'.>):I3!X7D7$#82F: MD 0#\R(B%6GD.M@+PGN!9P0F! NWKU5"BVGB=34QCQA;R7S+&0C[ZUE: M%E)7_+.:!"4?)>\W+@ZV V$!T^2:]R/PIL$-L#$\*ME#./.OM,6PYC33D^ J MZO6W!0>@2V(!LI8?\P80*/@% \JEZ9G!6/3\D14Q6D@JQD58N*%2T(V@!&\&?--GVZ,Q"F+9S;= 9 M!G6F_*D1@;21)CZK;.[]F@(E MO8&'X$I?76>*=$>7)X*@RNHLL;^$8[1I9U:!(XY1Y%&HS.()&@HT-!;GA$"7 M@1:%WS:K:,$D<]!\\)T7?1?B$+3@A9K@V<1WH&;<3[6KM0\!/SYQT7M<*CWK MC1SDG@JUHGA8X]+<:TO4,*V>P#+8>TRK3Z"ZXPKWB/_J)=68+:BS;3"@568[ MZ)U4F.UI.TXLD"^HHN;-UNX"S*&"D'0[8BF"]CE/!1MSYC1?]ENG<9_NT\;)1 NJ\3 7<71@#9V>=[62J>2MISFPS*3*96#C5G"9QF = M2WEZEG(U1]>'W9;WL"')=33>#Q#J^NHBNSJV\X?#^^Q\>*+?M/-7#8R&,/D- M68>SJ*#6#69(.@/;[#J!%;&_T X#Q X7E!_(0A=U/9C\IXS8/*7[^4<0?U'X MJO=;< ?3&PR](^.Q[,SJ)Z$CYN#$5V!KC><&^3,Y,:212[NE_0ID$JP-_6AR MJ/"'GQ5[8KUW:IS!\W1R(^_(:L'4-GC9[5C>E3D*SYWEI[;XL(N#!W**D3,(H)]QL ME']!/O.F((6!#1>SE&]#X%XRT"]13A6S0/8:=6HX(?*"RELBZLUJJ\:$E7GX M/AW KEZ&9^U=0<4#'5]YBKT$H:I /A:D=XB4:-XR&TG2[CVM6=UF45&HY!A( MVQ-:UY>5M**>MQM"?$.EY3W(YR@CK0V)\0-R!A\^MP] O[6UI;PVU'-983EW MPLFNKY1N?1;LFQXDTKZ(F4C?8AJ!J$-5E0)(FQ\2=(SNQR0Q=4FVF MT/"B)_E8M4DLE6 #M]D ,!6P09)@KK3;!(.IV9>62^&XAG(XM6@*=QRFEBG= MGT%DLAZ]S-6TC$%:W/#$^4+)8(0OGR2*WZ2 (1H/&M4_Z=NV3N(.;T:$#[YKTE<3$EAHV\J5K(X.R0"^L4A0V(>;LZ$Z>JV"[A<%53K(6M.0SI.DW#6]A[ MX@G"48!JBC3#J^&]^^TC;>;;C__08<_;S3T$8-S/+3-:ZKW!P5 V MU,E^O2-?RLG:;0WD9.AQQU9(O!6._J+UCDZO?C!3RXBKP#8ZW2I;6%R,\730)8]NQUP.*WET0^.&K!G@S),4M. C"?6\V@WIO'2I2VP= MY 8@0+0_]%G9K_;^ZA[.&(,:M*:WO,!^UDV?<'TUR_2R2#^'G-V85\%DDG&_ M(F-=K1/4]KU/*D&-YU]IH=@J@N]=M/_ZE/6 W]5-&M_@U.JC+4],4#=16G*7 MT6IBE]AAF5H$=\9JA>L=)4%BFA6[:BJYQHW)RNEJ[!V$<>!W; M(P5VZQUCR3 V/MQF#SVT6-8[FKX-[;M?<+B,<)5=O^!+')Q\!)^#KWL1AOU# MN1:,7/TB^%IA%OU&/G4U$LM5&_I-R8_@!(5!(S-/,Y#IE).FZ!V"/C),"YT" MEYA.W6Q95N-"*P8)(TP"S2W[^'?O4\][!SP$\Z/@_A=ED69W_!::T8.73=FI MO4P3Z2"K$9HP*3;&CRJV C%>EJ'#*8++6LD6R8MT\N5X;*H/8%.=Y#.8]82X M"UC\[V1I/B?5-9?VO5;DUQQKJ B%[+Q%)JX=+Y1?>!/EQ/1<3S%\X4V:I4EP M$V6@F%Q%H0^*31RI*2LYOTS2))U'$V#;(#=0_[B:,%/U_ON_+H;#_NLW5[__ M\@E_2S\/7DLHM;K+[C>7[7(/0P^H\P!OIYBH@AW5 7U-L9PJ* YA3''J.]+' M)<&D;2S'E<_%8$[*49-!1.'??KC?MCH[^6%'N$H[D_PU^D\942-E/+8WP0+9 M*]! GI;99,?XYI*>\+*F3U@ ADZVG5K3$MT5D[)D7;E>5Z-O>T#%6? /4A>T M\Q+$/2:@P:]U#S2.-8T&OF0(4M$?O@(7B=_PR/O .7@51]F@-\+N>3T/9X2% M8L<%*F/I^$]AB1%I3)SKBKS.]+@VR0JYEY=2/45?Q)JI%'//@,E<@\('AH[X MC7%>3O!6DOK8RLI!^U&S-$:]\":(2R61"3L3\D"/,;EB%JD;6P,'VS0.8LS, M#LV>@KJE.]Q24JZZOB,>#(S.5O/1_I&T M(5\OQ<)HA7H]NDHRNPX2]*W&?"'EZ_P;7\Q"..R$MY!G*UEZSA;D^H@QFVE0 M.=B?TR CZG@; 6,$*819G1C\(P8=B#Z+=8X[-HLP6J23.YU@O MJ1W>/#0L#%-ZL# JI]P249_?('M.[E!.#,Y?YTWZ]:V:KC>*C7,3PM4/P%M M?UC=)<$'[(>"DS8RC3ZU(VKM/=$8MU!SX.NZT"]*+6C?4ZX7,R1,]Q-H')/3 M4=4'-CXC8?OB[-2Q!RAY![%A41$;.FSI=ED?&BP,&R!)*HGS?($+Y M?Q.%"J4OZ99G]LNU> GVK,4P"97\.I:8HV+<(Z)$\<# ,5W8L0*F@@3D?8!) MC='&UQ%D&W?!?M%2><2J0+^2GQA<@P5Y'5!8$EA,M$">,,9.E IS8V[6WN1" ;?*%I]Z<6HG'F;!K54Y MG5+: )1(W#\^9#R[Y=XKI"C4FY[6CG\QZ+N5/U2O^"C+ON=]=$L_JT=MO66& MI((QD.Z:B09SS)^P!R_6LFM9C_I./NOZ4WZ3QK&N/_%U\H3X(F"CX3\%2TG. MN9[B%9H8SXUE?K!W<9I^J7%6YI/P:C".8ER]*WB-N!5!DU!LEZP)W ^8M)8N M40(,?\*3T-6M$Q(&FCQ"A0D@65/FH@LR5A5)2!./U=?(SDEGDY-Z\15NDJS8 MR#H*MS*( !44DD-*5 $V+DBV8+)*L3) MSML_JW*@:VY#>G+1!)'BSM]SG2; MK$5(1__A_[Y_>SRX!"(%*@1+C=C^&$TX5'F4-PMN[(&0@&<,)AUY9'X16$4& M_5.Z2HK.G[X3!Y3H7RXXBH2.K%R4/ONB# FW##W7^+&[T#OXHY S)UU/" Z"=Y!T=Y#5,)&7XAME M+) Z+((^OS%WQ'R\='P_0VH2PUG9,#AGL671/?"G4( MWWZ#%I FE(1@&$P*NP7WEE5 W'CTE=@L'SUM=X.O+*Y%55RN7B.=!RV'ZK+U MU6+&RTE*. 7>84S3)FWCSE/:E0+S_Y&<&B%P'/A4N1&%\1V?);(Y+31U*$ E-Q%8,YJ.* R1W2B=(:Z2 M:\9O(?M+*#B?*57H*9-W&_;Z+R-;@ZEBOH7OZ$(M)CZ5Y%8(QQ7=SDHXQ-(:5M M625QB_6W4^M:XETTIK-WIEU'3V<]HW/HI'<*&L73V-&?VVQEB@Y$>8Z:]*+, M\C)@V4;Q+["JR%_* 5Q6 QL+'K-(@GG#(O\(QJ"^V1*TO!SG(+;0&W8-]B,, MCMX/3+D/N5P9GG%G_P_SD)XW#?X'2+DO0#26JSQ/)U%@ MG"1%!B2A5&74]WHE]VS&F$+])F&&7:LZ],1'P8Z;._M4#L;$<9 D);DB,;6? MRA?@<$%G"#)*K+F"XXV] 9O]>@/A1ZS-!$6/K 3?T0F=5VB7A\L.#]68>< ) ML8DS,KUU :I;02I5 41OZPAKCYWX;,K?D1-#S<'NP52)#'V[2UTLJ(ES(E%! MB&O&^P%?04"._Y2L?:%(U(.LIO;6S[!BP_-" HU+Y)+H8(O!IAV3"?U%'=^" M;D=I0_.HA/DKPK(K9MH?8(Z?"74RR4I)JB\3MX'#I_S')[BB@9%XT!R[P@LV0RC0L3.+;J!5&Y4Y__*OT)=IG30V>:')[>&5N?BD=4"#R"MK M^M+;KW^#]0\><4?T$:*W]F''&(KL"JC@S) MB-H:HC!2)$IB9/*#^BHA2O(PE*SY :.!7TZ0_@HX7]0#C4X7$0A+28%CMX!? M/TL GNV:"WO0V=0Q,^>%D'](PBI5=7!P_MJ 0=EUR4+3,9R.H/KAZ]J1!O-+ MLS!*=%J-L,S57VG;"OT]'?"GC*:OA;(T+%XM>I#]-D%A7K/S:Z+VM)^HCO>2 M8ME8!GK*V@X,9X?,*3'>PR/P#)H@3N@X(SU88O\AXJ.ACYTF7Y$=!%SE,'CZ"34* M7USO.M, (]WP1U*G].M"=?P1PX%31JZ,D*E+_).^(@!'Z,#V2;QQB(H7 "N@ M"<=I(/NK-\:F,]"3-Z\(F$F($'X#OQ"O->>[46!%)?0G&)5\C#BYM)K S*C, MTRD-[[Z)BPN'.3ZA,8ZH%]VC_F*:92:+YG9*I-(AB_ !&<("-:L[S9QE>.Y$_;3.:3XZ#Y O"DD^0GR'+ M@+],[D23X72TO[1\1_G+KSJ3%2NRC7[:+./[-./E6C',CQ0 GTS&,958Q93P M&\WG*HPX(Q&]A^+-0D^*YF+\<1B_Q$TO),5NK"BSN/8.?Z>Y4(XD<=+5VAM) MLLC=1]FO^Y(P,2@R?,MBBJJ0V9<+K^O*ESA*$#B!67(]]:M6B#ZZ/+7PG.Q%D01_.$9;UC35 MT5568XQW7F/D/6.Z66M"QY.DF_G?*=?,UWEM^"6\?-K$,[MNM_GMFD5SMDR' M;KG!@+L?Z:<%9N?!J7KTGI8PM==:-VV#9#>\!1IE856]6D!,#L4=7XAO7(VY MFU6BDF!2J3RT]884P.+,^I5*]D&F2(RZ%(GMF,M!IDBT$R7YU3&U+(@IJY*8 M=@WX0 ?UE):_)&UTD*$U=(E_H!ICMLJ6I$)RY=R)TRY-D/('5M-PD?)9_&TW MF]XV$(PG8-;;2,WKY\&<[M2ZEN;!.#C E!DR."=K2#)+VC4K-T7C0QRVIJU0 M)H631>/FJ/Q> N<;G)QWXN[HN8S;H/CG*E]3CHG_EBL-G@\O1B-M5S.GV M2] XN"\=Y\5H>.JB^2FO/F?4_M32_)%3RA]94(0Y*>?6(-"!*MPK-/=T?0$% MY2JQ+K3ER=)O3SJQ:2/51)-*GLEJ ^?%:'#A8)2;.;I66F/9:)E(,5S##FI' M:';MA.4VPA[&@]WTI/#H)'[/.TA(^1-%=DS#3 MDB?0F,VW2>5IWHTG2>6Q.6E:C#<^](0Y/EXS0^:>#6]DRC2GMSQ3ACG$ 2?* M-#:+O6$8/;T_5>8)KL*3I\R31-!F[I"S__N&2:=@[QJ&2:YJJ^03+-CH"]/U \;W4Z M3:O,:TFGX1:4.N:$YWC]\(0:"6KK+)0EN33-#WSO7)HEZM:29)H->2/-Y/?W,(?TN6:8M68:*2@\G68:OY^.R9;REN2;MW&!YLDDEN028 M"SZ!)2N2-^(C7F'OP=DFC4@YJ@\FL01I*%@OL<0J(&.EDG433.@MY%7NFX>7 M8[(&DY+D$PS2[DOV"1$^?)7.OI+,9+ 45B>B+-,JUTU$L43WD'P4A^2W)34% M5K /5^(J;\*_6% @ _:RPTD1=0^**^D.:#C+E*Z-,;.M[ MC$X]N/2Y\=)@9!,S?/CQPD$MIB 4_.:T/0JE\\NZ&-2!QZ!69N62-ZFM+;F& M0T,^_F+@PCV(ZY'&3R1GNX>[G" M3/]2W. RC9_U<_8;^-<89V6@N]'HQO52F!($"C4+ ]4I]2O@#1J44L!3?>_7 M7]_XNA=I$ +KB0C=#C'5@%FA//@SA9W$:!*Z(#,,(+"WD7\_3E/0V),$?NEN M'9,>_/+JNKHY"(R) $R@=W@_Z[Y^,BO",HL8_ILNI7[P"ET7=L[H J!)YW=) M*#Z(36>KY5S@'&ZF#Y>PH(Q#LNV)S%RMI@!UT3H0UO:"B'.X#\I+-='DP@GY M-6[=.VIZ9V!TD#@??!%K8UEHDK6N6NTZN'>G]B?M ZU2+_O\Z^NQD'J$PHDH MF&DV)XJ@*%NNG= .HKU$V#;:!PIB31&-$W2PT/K<^+/62/OF:MUN4^F@2:4P ML?<:E=ON]^_J.LC(I41_Q-\1B*]0Q!N#9,@VMGN6CZ;S^F!"Z#JMWY41;5>L M/I_[OEV1,LN5!8U;# 9'XUF-=VDY/-.9C0AC\A@[!=9U*!BH=+*14@:&K+'; MB7,,X[N*8X/DX8O!N>VW0 B<]>2Q%7/0_CCIWT5F/ ,R:9S-!8>[!#*2/&.( MQ'Y+O*@EA(@7,]>^/@Z5Y,WDFA53.K*>3I+4A' =& >+X6?(:]RG=&Z/GOHK M_R$[O-;)82C60&2[!T(QA7GP-9J7<\IQ&]JSV0=VWZV45:TZ MU!)0KB@W 5D8%8-QW&A60"[O)'A;6+ L&%\39YHPT*9UKR^ 1A%'/^085<4/ MSF&TVA.4&]H,-R$L+T4"=5=:3:1&CVW*61<$ 4-!E!*:C%/S,F/ZWDF:9B;KL>W *H X VB_*BI#+'"80]@G54UGT*_C%U^;$B22O=/:<'52GWTIBB(.)-U-QJ!LK5\F37FC2I[U E;L31S"-H'"5O(D ,A,1 MZ7P^Y/? .I+*I=?[]?.KMN MK5.?C&2XV!^=E(8U+Y@3,S,=HOUV2JW09\(A MIPA!<2G5>)'&V LE=UM@V#LO$U5$1J7+#8XPXH.[BSOD2V"Y=MV0!V"C::+= M523WBC.F8!!9$\@U]UM5.K9+UV2$U:L9(=7?)F36N6]3?DF8PGW F*V9$RK[ M^OMKB<;*!:)*Q!67A[43&U PF,7*G'/+O7'R=%8*(TT8]W0CY!0L!%5/6+J0 MKHS40$^FF;LXU]YMLP['JKA5*FFQK,QT:"K\*S"4!4[=&"3;KAHQDEC1:!]T%A=TAW'N!;;^'OIA!5,";$%37 $# MFXI)()4C$L/FG$:Z[;GT6G'KQ1-1H'E@PAG'24O.S7TCG?<TPW'CJPJ&H>;9I!#\'[,!FUASG)*(Q0Q&)7J%S*7%:\ MW==O]_%MBC ;+HSZD^(=*W7N,.4XHQ"2QE"RWRZU.'MJS0=R/V@:X"OHR"6J M()?"&EVG;CY5)A3CIH.?*B?[%N;>?TF^37%4RIS"(+*O56866,Q\EJ!65C?J M7-C_0VO9AZN]AG%;@W6Q.4>DQ^C&"FYF8,UFL5NFF&\RSZ+$<] 4&Z)W MA:VC'S'N 6WA'VE>A:YRG87V5?)U]%.OS%TGW@."FU+F2>:P ]D;Q\"F["L5 M>[)%U26'G)+.8V$Y8=)W\4OTFNW>&U':Y5NX^1:G7;[%=LSE(/,MEC)0\OP8 M=6HM#HHZL>0JA]7HY#RXJT03;@)0 \J*YD;@I^(BU)5OE,^I$WN->P]5B3@V M#*;"=!)J7ZVH;X9'#:JU5P+,J9KZW,C"7B-Z(3$4KGK%#J'67]9(R';+GDBY M"4OR^ *#"G0BJ),:+.ENK'/JY&]:0\516-7]M,@@?=341S93P2M O;!==WA" MV 4\GT;XSW%*/HF4REA8UPMU#^!1'T3%W5XH!H?5/6\/#NSM?=ALK!MG\+47 MI^T=0E=Y,RMYY1(#A5UF*[S:K.[>//6]0M5;MDK"_# YO><;;OC]4'OB0%MU M,9;L :GI"N_,R,YJSZY 1I*K6:??6KJA';6%I)RM8NM-:F];E8JV;7MWKRVS.P16+Z)8CT[6KTN1BA0X M".2M-;#5?KTCD <6CRK *%:SR&;C6:^8].!RMPZV/6L:AR'X)C#E MEPN%W6H+^*ALSF!5I+#>^F[YHRU9FQNE,>.9;-*';DE"#+SGFW6-'J9D.K(O7!0]/+[*!+ M\LMPZ%J"F2@@&V68T3%3_LZ:20K^\A0@_\%9:;(;S>2T2@I";3NZ9+0M2$9S MLLF>(;\1$\I:$GJ=A"__(0EGI9-EUD)Y*S/"F)+72@Q;3=R/S03;(.MK99K6 M$Z0\W<,EJS&B5AWWFZ4\.;E-[?4EF^5Z9X#:N#A!C:-B6K9&7+6 M989LQURZS)!]@?CZ#D'62J*MEI'T.=OW:VDO$9P6=PXD!# M6O%[CP&C39-ILZ>EE5CV3J^^RSR/T6DU*8"+K1Q]@=S(SH>JX++BCE_50_1] M>X=/O1 'L'!5!!EY!N':H(>;4PW04M1V*E?A1@R<;-&[U7J6X2M91X8>=$>7 M2)O[7%W^K7*%?[!2_!L%HB'\G0/8 3ZSBV*^6J 5Y :"I()SA(?JX=6]+Y>N MCPQT#7LD67,C<9_8@:!A7UK"W$LYE_T#B:C'$GZXP0 M2T@SRY4U?RP.,>0$$J=B$[8F ]Z7:FLRBI,TX:RU20Q4PADH^!-YTS"^VX0- M_EFB09]F:D]\QN^6)]YY.N?.-XJ[I124_Z>.Z:F3.0/IZ%ZW:]7C*)=CAZN& MZ9\"V)G[%&^X5[H A) M*5,43^.ZZB+X2@EIR[4HGP/2QV-V8L/^@ADJW\?R_2B3:IU*SP@<1_MZI$[& M>W%YXLA&@X8HK0ANT^R+E*NA!.E)VT3*S?NB[NI_MZEZ^B;8U'WNV39'H-B_ M-)X1 6!AC!)H+LQ?_?3$3**@0(J)XV6@>!U3Q'61JY_T/UYCA#T.[GZ*$J)G M>JEN3\!G)-QU>=F[.!UAQ*O(X/]"/;P$PWH4#/NQ")M_.P,E9'2Y],_]WF#I MWU8-"\; X/+B0<.N_MOI:'CPDP6E\%8\.%U_QX=>-6'+#U*4[\=0B\?(^6=/7DM[3\)CF>-DHM1T^GK%NF,U;;IWOLFJ[U>P:-E'_\[5*R\' M\2B)+* F_+0&&2Q=O$@F%&6P=H\,'D^O8P/BN7=W'S/&GDYR8X*=TO_;4H)M M*.5$L%?-4HTZN6ZRW+ZW"XM^\:@ENDNCK+^M6MO11=^_.+]\]9@EXOW8<*D; MW#TZ$_&IP^"YO;+T6V?8/? M2[5FI/*EZNMPLR6WWIHM)*WS$_^B?[(^9;6?[C?E9>NJQ?MY0L.!W[^\W%#B M=*?TO>_1Y:E_V1\]RSTZ*,O-%'5*'^B2"K.Y#NZA['M=I6?[R.X4N/?9<.?5 MT3T_I:/AA3\\.]ME*W7/3^ABY ^&%\]WCPY!R?Z7*KRCLNDQWE1DBFM3(J"C M!7;C*5$DZ"6LY?O<1\OVZ3=HNV_M$?S'OQ@.-M:ZGFZ'GEFK[NY*=U?6VYFS M$U!!'FA&=M>ENRX'=EV.!F>G?O^ROX.BA73)'REY:Z>33%N"M4ZY^HN+OBU" ME9Q(SK'3T.V8>SGHG=CR$$[$Z_>\M\%=3LF(%4P2A##7\,Q8<%!+Z(/#Q:W MDLG8@E5H$Q1Q8K:!/0*J%ZDW@Q-1F9?/& K.NTGC<>EBIQZO M7IH?8&4Q8L/P_L&N"9HBH[X@[I[4M6#-C?'..P2@CQP;?9\[)X]/3UKN\9(S MI+.[Z(V6W6G]V6]UJ_7X;5=Z=,87UV5%P\KO^LW[V%H@L/(B:APNYA!V'XEN M')+24$.:L.T-,Q>K0PAR$8+..X2@[9A+AQ#DH Q0442U(H28_HOAN5,2(M*X MP4U>C-R6%59J]EFH-H8V9BE?;0MBQIIHQC5XK +L'(^YM:&2TO!,Z759 (E@O5*E))].GB!#L(>U:!AMW[E Y2?*]<[<,5FW$!4. MCQAEN:Y\7=H0C*&(W!9%V%$)=.[4P2L-15OF,C%ZY>RL=UZI@:8ZZ2HB*IX! M :K.@)?.TIA 1XAFS^PY]KP5)W[BMANS!]Y?_\#O@4B1%A"Z_-\]:.E.D4@S M+7V^@U-G\GYU8^R.5=ZX<)&>"!R]NDW<7VC97IU;5;T&R;$6X@9!LP4.YL#Z M0 ;T>0<<8A_8RUNPK:-"$3YPE*!)Y;:,$J*AZZ_[%D_;VT<1.,!8Q9&Z48S3 M<*-,NVJ"K6"OE-;B^98';KL_.&*-RXX6!F/(!D!^Q6W*V%YLO1Y.AT!F;];= ML,I14'5+X-VAC=# Y>PRT'X"4*A-U;1"%W>^"R9LUD MM;M*)3=1EB8&9PL^KK(;AC*&*:KDFJ4??E,?3(X8(GK*NA_!7P9C,I@JOH@$ MHSY?Q.F=@<=*&:O>AF=:5%'H;JI@XNY#6=L%IH&+O;J[U,%954#VH4>-J MQI81.YFF<9R"2G5(5>;#R][E-Z@RO^@-AB<[4K=]#J/N2HWY+NUK-]=O-=?S M_L-N[//LZUD'B; 2$V!XP)@ Z&@\[.6?'/;R3P][^6<'O'SJKDP!PD/>!/0B M[@\F2GW1[7EC;]6XZ"!0NDEVD^PFN4VP/)1)>LZY*%O,/JUKWP3YCB2 N$%M M[?:!6*RW^IW$L%AO:=BJ=C!\O?.5JAW-[0[-C49^?W3:D5Q'6[V>\S!4WEAFW*GB=>2TX"5/"N-W2>=^VGOXMZV\OU5 M;>4'*_O*V[YW#+>Q"0]_%&*P(85G..G!A7]R\?]WO. M[684)>7]J@A^Z,ABC2PR^'>T"&)&,1/SJI$)_NW]1<^Y/:??M?O7P]C%LSOT MGO. GL$YWIU2=TK=*76GU)U2=TK=*>WT*3VG>O>4U:6#R^W.+B0\ B]4X^(Q M34(?UP%HZV+1@PO_M/_ ?O9;T_7I"7T5>W:\IP/_Y/R!WJ;N>+?^>!_C\>V. MMSO>[GB[X^V.]UNE^3TFU-.=[]:?[^GIF3\<;JON? !8:Q^*FT87E]\U*[0[H0?;9 M0^E+VG _+,*^29[#@X)\Z[HYNDEVD^PFN2V3/"Q ZU]54:@L]]*I]R938?2P MRI.=!3H\]<_[#]39=E0MV[TSZH!=NU/J3JD[I>Z4NE/J3JD[I9W2\ XK7_?W MX-;[+0"# ATT'\ML,@MRY7IJ#BN!=S"\],^^+]YAEY#SG?AX=TK=*76GU)U2 M=TK=*76G=+BG].PZWF'%*]Z 19%'N7=UG2G%#4P0=_=CEEYGP?QA]L7.VK;# MOG]^L6GWB,X!L0MLO#NE[I2Z4^I.J3NE[I2Z4SK<4WIN%>])X7=WJEIP2:YI MA\QK3=_3,[]_\< 6@UN3\OZ$WHL].]]'.:"Z\^W.MSO?[GR[\^W.MSO?[GR[ M\]TQ_?D X'G%VAO#1 )L*]\P[NY;JQP"K^&G$>QTF);C6)F#>!S%;MM^O7C& M_=GNFWQ^X9\^U$WS=)OTS)ZX[K9TMV6ME.P3_^SL6CT;.ZR])=E@.Y+!?^8^'(NLO279;#N"PGHY%_\M!"TNZV M=+?EH&[+^?#$O[P<[>IM(=?WCT4 'X7_AM'-W_\7_(^>^#S(KJ-$S^\,-D1^ M@Q,ZJU+LGV5>1-.[ISZ%T]Y0GP,-^5-4P/I'F$7JZ?\I4'!31 MC7J-DSX>]BX6S3T)#=!%N&Y>5E0*"].D^MC>&I.3=6]HV*FO-_531K? (EX[X))%$?%W2LO M@.%@I&@.+X4>+CS$P?!Q&B=*/*!,-2F\@*"RWJJ)FH]5YHT&OC?L#^%_L0H% MGIO$9:C@W?BN97Y'25IX95+B\+@N;ZI4_JIG+DB=TF39)T,NRVD>WFT4%C.Y M<^Z+0IM]^THPAFM2%LM?<8AVHG#F3TVS@_Y]K(-.]^2BNAWN_\XR/9M%<*V. MQYD*OAP'4YCL3T%\&]SE/_Q8O:EP*6M[6%_^TD5.I]]LD.V,Q!NK M(+/W/H#_7V-(%=;RZ_N?/_SNI1D\A;_G)T*%_ IF 'SHCAZ+%7Z2D@'.7^?> M(H.5\;.+N,3R-R]8+(!UTE=X!WWD4Z&:TC 1?RW0%7,][RJY\]*RR M@6CC_ M\<.7A_/P\9]IF7DJ!A8)1.1[ZC]E$'M%ZAU%KV2=/%F9(+R77./8TRR=>X/> M\/0E/CV 2_H2=^0H@O?<;5GQ=E^_W<>W?6+6P63F3?#E4"T4+[)\MV6&:\!O3N$1& VFE,%)XCLLP6YA&AGG_5[? M@UL4PU&V[@0C1=H:3" ;Y%F>/0XW.TL@NV_!1+DY=@5X#"++ 4]+Z3)XL]X M13^I)()3_U=:X+ZDWA2^RM)7A6J^H('A6*=E'.O7*J^$I<)%G/KXL9<&)/7;X"DED6&OKD;2MDH@(9PJJ MZXO!^88;#@N^]SAQ%E5MA=5QK;(LVX,"DR)@*2]&(SNKY3K*[C#QSTNHYJ+) MUXSB![MWT@/NLH"=#9*DG#/+P;^'\O72,3P-EW"&S MOP*>'7N#4SJ3#Y,B1=5Q<+H/F_HN2G#QP&BP/RM2-.PA4NB4E7209-$4]PT[A;.7E8@;G. /^ZDVPC@/F&(+@6W$? M?"^UB4#F0L,=3^OSHJ&!6]+HZJN:E&0UE/(]5/+O5&&_"\^2N9+#<453$-0@ M@_?@Z/^0'2 F KI*;*&$)\ROZ,APXUZ<]LX-@\,+PVK))$T2UAA8/-RFV1<< M 78.N2<=A3>)@VC.3#6'HT-D[LQN4> N-G3:QE4= =UE: M7L^L]0ED.R2:1R4S!04I"VZ]N<9?PU=3.(9(Y;YSX8*XA-M3SGU8K5(QL*TT M!G*=P495H'?MQ]YGU^K(/5!*@9&B2 2. ;*3V&A] D!",5'.313"V["Q8-O< M$4^110!''N,[(#AX(3+*&R#((+DS=M*4U76@?JM[PAZ%Y \Q/)P^!XN#G?I#9QG#I?!1^.$;L-MA-9%E"_2G-2 RMMH4BP*1Y5#F\[H M@HXE]AZ,MY"GY#?WHKA;H#\.U@]\#Q;+-D.> I$$93%+,S008#_DA[^LK",E M$55QX*C:W'27!B_-@R_P.Z 8)%*^X"$08T[BCW8,A.\"?5[PL/N^925V93@F M*#D3_"UN!FB09KG.P=57: XK5/"&IIG*'@1QGGIA"L/A211@^>53V52@,RT,!0*=-\M@8=7)/Z_-Y ^>!(0XZHY^#F*CDTTPIH1 XJF_BG[>B M<$,'_4>Q:XT-C%N0NAU8GT-DTRRV:Z.XSASN0%:2MXA]/B"QGG.?D&7%VM"VC\Z#N(HJ.J_N@@@&,,L1;$-"MP>M/ROX-4'B:H0\1W4$D/9KR0&03 M7Z-@ 9_]2JP5V-J+H=60>]Z_M63-788):FZ5R43,'T,51W!]V9P+C#:C;T_ M:M@TP@?0N3J%M:HZPVYZ^S3'3C/2(-"/!Q_.KE5-XFJN)((>N725CX.:IV"" MN1D1M9XT*\@/)BI854N[G:F:4(>=9V9+NUT5@H:5F/,$)@:R5JL7?F48S>M" M.HW*WAD]4&_=9=\+@SLCZFDABP:O%TXML]D'_?^S<4@$\[1DZ7:=I3DJX[ ) M*1CZJ-(7P5<@^$1-(W%.E(G6N/!/.CI7L<_,+[T(MFM"C@>*)Y*V%[?IF45OH^A]$4=#)XG7RP.IQAU$6S &=, :5G'RH M84J/L:)C]-J ]U=6ZCAS6E;,E(QC)T!>WATZ ]D\H+UPO#88U*4S 5X-S"#$ M8$"3F*/P;S^L$3/K_[ C-^"\]09\LMOBH;X%EP /]B-H*I-(9/X;) _@,.X# MOTB8/=\#+O !+7]G'P*[S(79!_16HGF)T8@[N _Y)(O&3,_HAO:&Y&,LR8"W M>I[HAT',QK(VY+6Y)G&>EN^)F&)#D^.".B[C3O7/,KRFNP&\&?8!9!?]A)8] M1_'DOI(0!LL.[1M@YB4'8YB9P N _=1-T%GJ /!?BWL]7[("+_4*S_A:36N;2J*41<.1/- M)4!YBPI-P!@\M.S_"L,HTG:?#XE M!3>Y5N:PW3^A'&-2-!1MO$83D@SL_:;K@DY^^[M9$%*L6ERE(C.$0.U-L=XH M^!R+7 [ANOE$1XG\0IP6JB/*9S, .A.8P+ [-8;)R;YV<*&; ("38)S$F MPJ+?!<9]PF[1L5*H3$S*+!-#EK098ZSQ[&'_QXKZJA#U6J)K.2.:-G>.D M\(\7A'@G<1=%W=<[R(8BYC5"CWP?=)@6F <';NB[UJT<%S\%B> 5V[FTC=^A[[ M8S![! E>,K6 %L!PB22D8[5"H 2ZD<(,*)5Q7.;P%?(N ?.CX#&HCF#9I9QO M$9F]);[%W]6LR?[1>8NX$\76#(M2-YK:':UX$F63+;Q"R%WU?. ^ M4XP0QC->U4RAD*>()E#G%U6(1869!O07FQK@I:AZ@DG,1AKE?101JJ\>>KYN M)'G!"AW019)T'DTPNHO+P%Q6=X',"M *-CXXZRH-LNP.-P59(#/:!"T+F"#6 MH2PH:HN)B4Z8+%$4Q8UR8O8P&@;%O&F,F5@V@COQ.0O BOX7NNN1 M2.A')#K/,@>/^<)N;,;*I5_!Z6*N)T7JZVZD4Y-IJI-H*W'#=X:_?#+^)'SW M(_ B[_U[WWL/O_0N>! @QG? @KQ!__A_$_?ZGR I,;XSZ),3>2BZS7P1*PH< MDS!#GL-9IZ@F 0D29X+/+&+8JRG9N.-, JO 1/X(@/_-O@FC/NN=KF/?+*F& M&OW_[+UY4QM)MC[\513<^=W7':&D2W$9N7_BG([<"82V, M)(SAT[^96552"00&(T 2-8MMD%3*[3QYUN?$3]]:#>7AG=,7O6!B(F-(("CV M/*QPU%*C(C_*T=V?^]$HWY[SD.JFB\G!S MX7\Y&@>@.[X,N]CRJF&VDZ6H7+;EA4_K>\A&N CN_/BH$$0/+T<='CV7?7WN19<+E3/PB)&Z2_97IR3.Z8B8AE>%SD MN^2:6"9-_4$?1)0OH746UHM7[?6HI-C,RQR+R,M/4[-GPA&326K75C8'$2Z\D>=H=?::G@\($JY@=O M6H5CLDPZ8":%M>-\:-R1/),5\R3628I MY*L'GJ/Q2^Z*1Y+@$X=B3JS1Y(,EGY-D13+ MI"SM]W/1"XMSB_3%6RDLK#D9A#3.F"77&6>&^L13$FJW/ 1%JR0W.V8](UG< M(J3EAM,2O3R76<)@3%DLTERG"YIY,J[)O/]\-YR/^,&P 9.MS8R"R9:7QY-- M,;/MLEP7O\&FZ\_:]VSG(X24\::ONI=%!O)D68([+3,[I_FT8\&^3W9VYO%@,*JD-^FH.I-0P!NVN+>>WWLS9@28AF5[%3>F#4,(+DS,IC M_KQ0S%9Z3"@2F:059]]US<,UV9/,U3G]HI64PG91\#?*@J\Y@-XNDC&O-',A MQZ/5M]. X'S/7H#&_F7M;-#I1RUIHGT51SWN=<#F;NZ7SH]ZV-/!69:1-2M4 M^0=G/;CQ6PKYGZ3K9%L:=M/#>B?3ZNI%JOO473$)]<54GRRB7#ZQY=?GNX+" MF[^YR^D]8H3RN5PJV6Z\U3ITMQ(UUSS9>#J[%@LU/4R8[&,:,K M5'--974&06Y*[6;M:T"=?.AST&(*.M--#S 15WM:(S"%U])WWX(",6\@@ #( M4@$*^<^LT7R-K[V6@57IV<47YE5'8=M'XZSLT[ M_;/S0//P,6(E^:U4 %#ZHIY3H9 I3CPF&JNAS=STVBM)[KN;KOXD-#X3 )\Z MR#/UXGJ88LID,0NQF9E>WJQ)5G)VC(N":^+\*M_?4-98Y MK\*-%NRFN)NA##M/* M9WO6+4S3899YTCYQ<\]U>:EBQ?KM7;V<=3Z,O,!WU079O)>IK/-M(NSX;G-7+[^X7Z%3S[W;#,S_2(B,J4Y[3\[XIYCP,ZK(_ MZ=D88KY.5V5^Z+#61>5HQB"0;7P>43\^P]"=591:XR"AC;,UCMW*T^A M/-/4 XKG' C'><[JNQ+ES6CB%JE/"^A+J0/CB\'/'_DVA'GZH_C[B/T' 5CC M-?\FW'(8_M$^B/] ?_R6=8?WLQ[5_EOUSO[P,QI^[X189O'>3_'WDP\4*:8_ M'48V^AA"CSRGC9,S!U)91'T^GYCW4R;[?7 MA0?#+%'7QK*?S"\6*I0'W6[D#RGJ/D)J1DPF+O)T)XLX68$Y[H+,M@C4'!T; M-='<.184@/[E/(^\NFZJ3V+FUU2*S-C.S>U9K]FU,EPU&UNY,9F@Q)V;+*$Y M$XBB[F9JTQ:UU24=L=1.U)_?3JAN_%14>A=G<:?]J3B']=INM.^RLJ0;[]S] M]&'ZSK"X[Z/^U?#/O?GF]XW)8V\4,I*CDD[X+L.9I=%N*8N&]&YZ$BM%-B!7-JV(_)YC-\F-G*1#ME MDOUVF?N<.F>YSZ$"CCW7&U>W?7#HTMQSP;3-EW>YU^I!5-^7ZZ,[UZ&K) M<%J1\_A C7:BRFY/E?YP8O9^Q%I*K]::D[X?W?'E4Z>F+(3W?!DR_1[*?EX8 M=?F2%X;=:ARW7W=^^)3UA%!13.Y<;UW]5IF(79WVB<.;Y.1-^CM#B M0'7Z,9LC+# 70T&9WZ-8@VBO]4OZ==0P2I0*)0?([J$#WJ>3R-_=#'-:_/++I$)H<3=D\P" M51V*H4\*AH2)07E=WGBUX*6OFFL:Z M&A"XH!OWG;>?NNMWR2[WWKW8]76_VVNNDPC.WE[/?7Q%YE0A6J$JJ68RQ50M4=QS3& M0_:#G'1ZZQRRGL77>:'K$ Z*H:J3D! =:,UG(C=&G<5%O4(R7HUY2DR136# M7^O8;RI>)S/IK2&H6XRE?BMS1-ZE)"0-9SDGL>CV^FV3GX_;PF-9?6)##'IDO_+WXI(J'%SQSOQ?O& MIWEW9ND==]ZO;Z:-L&[WB.5QM-]F\QCJ-W+CLU*&N8G6?C+$SR7+IRH=F)L) M"L623*.&MZLUU];A 1,?S21;=8;E(.-4PXB*4CU7R7.N]GE1W5+M]3\DVQ2S MRG;,!T%H$\[\^OIBQB,PJ=@J6\R=X6A\W6#.%O*.L=1++4\F$D_::.7Q+K3WFMWL'ER*_Q=<&NUQZ :/6[4BY#4N!LGA?Y?P^! M6C4=@TW[P^;]UZ#X-O+LCVS^ZH4]5&!,$_9*3%9T!(+J MM3Q\$VA51AUO(=;GQ88F2Z!J_?.8%!,)<3O_.9^D2Y3#0EF^:A'@L7ZG+T-[ MGD$V6.VR;I/U:Y&AF0#0)/@S4X_6F2EWFEV12671M=EW^OW!]^RD3EH:=?K% MZ/-DKZP]3^R@6(34;T\7F4TFORX;HLL)VV(I:E!3QS&;G7YHV8.:O8E,U7E=Y77 M3:EFR\PE-W(1KF52TFD'A7KMC9XW2'^49@8Y*V6__+UL^KWAK+TQ]UF@N4+[ MBT- TX8LJW5-S")8[65NC MKM*#87U"$UET.XS%KQ[URES[A81..*O-8)1!4*G=7N#PRVF59KH ECOXY1=. MJ8]?B=4Z\,[8D$7K[F./1@MSPKH:WG86PN:=O/HDXGLH_U7?LY#(($T#'4D$ M[?SIZ;10QC;Y MKKPT/?Y/R22+'E9-^QDF/;W?2/Z"I"]E8A&>_7?_8.=CZ^#+Y[V# MVO:[UI=VK;']^7_WVK7/^P?_NP8P7'*N%*'5P',QFC:=R;G:KGG:\S[?'M2" M'188G2:06_)91\J,:$E9J M.3.:S,%_O0UM88/M?*RB#[7@-)F,-*NYCK-<$17B@6[+G; 67>#2$HM\J:VB5]:B>U(K,/'U2\A?8=:+?*!:?1=G^ M,5'%)RVB2N5KF5$V+-(\LC6? H*_DSK?)XP^@[PF9ARCC7GSH*SU0-%FH6P+ MY9:%+8TVL^XZA565S;18H+)!=E&T8BCU&HC.S\R,"S^E:70H16OMCJK=BZR! MTU=D7QG,P[9^= M=PD,*YV+2QA4:4US\L9(OD@9*/I:=J(=7'#Q7SM(^0H4Q4W]>KGY29G+?GYA M\;Q.9)'A,Y[#W"B8F/@3.H+)]T=&@O&X@/W2O&+]5C0V?[;7JG9R>19B/9DC M>)PQMYD\UI7S'MR FAGBJ5\]%1?7*ZG\9X8A;#>8M%Z>?/]H4EHURC-9OX=. M)'X(#L1^C8%U-6NK MF7BW1M&_F9">"V/P/\7[->>H^!Q#.D&F)PZ"B0AW3G*MZ R$G4 F11BUE\F(QB1JU_ -9-/I^OJQ8T0\JN7G:#>^ M<*[@)9OWL'AT0T/O[*!')H*@UV_?HBC];$H7,P&63N^6#J&WQ%BFS:Y/H@HT MK'5&HTA<6Y@<)3LD].L;GD^[E(5LJ/.\^*!@'?NY!_CUN'_)0MR_2>7^K=R_ MR^?^%='[B_]XO]_<;N[L;W^L';2W_0M[S?9!] (??/GTZ6/\>?OS86UWN[V] MX"LHITXL<"*8IL O2E>=C=S;XA]_A$J:KKI\V^G'B<0/72\]\E\S%8Y-F G( M>.C_;XOGYR]OQI=^']N;KPFVR0B_]66XB6Y][:['(KR)$W*OQ_X>AYP-V\\_ M+/;_;)"-*6C8H!B^A35T-BX][XZWXK,?XN>/P@E-POEBK5^"0B' M2P3A=X_E 1 N-[8*6S6M[?>GQ/*?W7%G-(Z,=)_.M4?'4DI!!/E5G6[M?6?8 M6^T9K/3HWWS:V6Z]J^WOKO0LWJ[TZ&ME->V9#81,Q>C\>-L?])O>I!IFM)5A M:I_#%#K2$2,20E*.$8742*PLY(X3K3&33OV]&]Q5T/\7A'\@3-!&[/GW/QO6 M==YNG]O.># ,4KYO-S)3PY*_+O7NX/M'_/G[(6FG76:'[Z0 M5GL/-W$#'NU^@XW=AG_]\\G1Z5^]YM5)IWFUC1OM;J_Q7I!F1_9,[WV_=6KP MT0?_F0\-U-H]"M_C_]YC#7SXH_&U>=)J;U^VOAZ=-'I_=3^2SR>'O1_=5J\! M&_@+;N"C;T>[[[K^,_CPZD_:N-K^<=0^^=;8?=]I?0AC_$*+S_CO.C_"7Q+_ MOJNC]N'54>_SM\:'+ZRY>W3:W#V^\I_IMC[X.7[=IT>GAOKGI(T.O/C8WALW M#N!EX^H;;1U(>/1_)]#T_NJKK_*\==KL--K[K/7U"VWV_CIMGH8ULIW6US]_ M-$X/_1C_ZK:^[K'#JP;^OZN]BU;[&VKX]6GXY[=V__P;:H8QY08(Y B@0B,@ MK98 0F4<\3N*G=[8HOB?O\^MDO^"*JO7S8 M7C)VRV8^K?9?*?C+,I;['Q>!0U)/*;_U71Y .CAQD5UC)HY6%+FMK'(3IHM6 M>O0YA_)*SR$??G79K -Z,%Y=-M5QN=]Q8=Y5O(#:Y@59U^/65UP*"",A*"U@;6&=B7;6 7L?:KJNT@,4=%W&G%K S MZ)T-W4E(IOON:F\^#D:CWVK[D;-J=>'.3WG-=1JQTCJ-6'6=1JRV3B.F.LUJ MGZ(GU6G*5U&ETSSY7K+;-G/E=9K*L['@XR+1G3K-P7A@OH4T8C<A]&OM%80)K#BPU]]K2#,HO)TK _,)[<%KRJMH#HNUXX+ MO=O3$2@FWT>*R?76 NA*:P%TU;4 NMI: %T++8!66L ZP7J"*BV@.B[W.RY\ M8^O^7)(51JS-IB?X+HSX/=9;+K3^=>N?>OC[5E5F/BDSIPLI,Y=5F?GSCV6I MRLR?Z13/KRE_>/UE7L*X<%:3G^#+4A7NW[FD.5/@0>@XEKOE)[PY[P9J& E_ M=B/S3MZXZZO2P5IOJIP*=&

2M)3D8& M$RH \SXY@9:IY\=RF3,#3I6S@DEKE!5"W'T&:F^RODGQ4;_=196(*RAO9@8PFG$6E4ERS6R*3#>FR&1MW0)IZ,U8DXNQIKP#P;2QR92\,",[ M''O,+7Q0!4MDQG]U-QU9+CJS<^E'E?=-8)LH.H/5/*2[84XNJ4;Q"\(0,?QC M9N937IWI&L3WH3]^"WW_LB_*J(/CP:WG)%H_>4;-K]HH-KI1G6%H5!:XP;K= M*9]BWL8L[S;/ M:5 ]Z0E0+'Q^O19[7KIF6X'K-7Q/?FF\^=+O3-R\7B3?Y(<[5K07![A>/D&3 M9DZ1Q"V 2F0G'70S(KKI"9SV@+KKS-6G7*%FV(F'NN9&P=#H>!B+U*_[Q1?M M9%\$PB^.AYD].E0]=S$8?LNHKF*/C7RP_O",752Q#@)AW""2!;:&QZJ?-^:< M+%?;*\76Z\+9IS(R[3<8(E)+B\?_EO6\B]Q;4;?)S6&GA^=J>)G-"=-ZQESJ M?@2Q'64=,<_[_SGW1RIVS,R%/WSKT*U'IZ%WL4%3$/W\2EZI."1D8*IV(_O+,,%$J8F7J=.U##%UKY!% R/HM(#AW;8OJ[.+\"=>S+ M-E'IXR?R*ZB@>2Q0YQ:PBI1[J;,!RVLC9\Z'&9=X5UU,-5H5.+1--)&&Y]V< M9\^/]+P[*[D'T\^'=TQ($DN"7#PRSNF.NV%I#M_7J!8$RFEG2SMY?_#/)MH^ M&8S*K^:[."$9/^NJ;'&*]L!QW<-71=)Q'2G7 ]OX(&,B#PWOAO&KE0[+OC]&H7UA/LV%C@YAT:<='.(^]8(,9X<^=(#H M1@;\B98U;U9Y?ZML):-N,5E.%SIN9JRTA8%Q0ZO*B-ACU[%2KS$_TD@O&Y#. MQIZ=4\2;(=J\]A5!50AJ;*[=SC1[GC_XF6:3:EP6C+SO1>Q@/3FN>G(ME93N M=;AO=P+>!9[AR I3:RBOY=S>Z6\94 VQ[$J-"E[63C0.O1>''EG/S_MY_UF_ MQX.+<"6JXF7EI6?2+J7,SYR;$MFS[C@[.>)EC0*FWS087K_89E[.+[/LZ6:B M36:WB1J_K;U!O^4$QQGR9$(S"L\M2^2DC<8$AO(GS\?,T/L2!\LXT$SG^!^O MUZQ?@[_>O&W:/XY@D5/G!H-Z$)?1R^F/VNFY/_&O@-G972Z=J4]5RW*R]Z/V^,;V7-HOM_E.#\@\4K[!Q)BDTYI_;=' M14>PS'<2^T/B"0/_ST%[\O1@EGKUSF7]9TN]D]4X-X!GFIYWO6;6#:]UO0[F MWQ2;1O@;RW_6:]/]T%C<*X$NOR&+YDK!T]<9FO->L%-,_$76B3YW+D2MV(8OMW@OO>[3!\\;O>?>HX'WW M$C[H9?23>2>IS2J;X^6R.=CMV1Q58L8K3\RHS(%?,P<>>I,NAY[[K\%%\&%M M6YM'AJ::;K@O@F\N7J^O3.WU2Y*YFHM86<@!R#N#U0NO8;Y:UH4;.+\X1\5O M\Y"TO^!=O"Q#/]'@ PZ-0[-XX2B+3-ZI2U]35"9NW=!B($73\#,UL_L=+BUF?N]:C0>CMJ<%;T.XV1M>N-F\)H,U6XD(7BV[([+]I, M\<#%ITY#XD5<+H8 \GYOT;4^;:%ZKZ_-!YD]>RH&A=Y>ZN2;KVW1'S5FAURS M'$M1@L*UZZU ?[R&67_:B4X[]J_94:8YSR)#IAH'BS>VR;IU]Z=8X9_N/WU< M! X[?B"=K"EOX26\9>.B 5$TV([')\>BN6C@AQZZ!,[&-Z;6QGP;I5C&HBFL M.HNWS)6:D\\S@8S%2B&^EQ36GN;+[P:=T;@(#OI_ M%JV2W?>RURVN=UF*YXE._:99-R/31:C9'WQ3CE3/.?730/[D-"R1H7;CP3BU56&-S%\"77U7C5,3]K XO?1[[6G;V+1]+]XX186K8.BA<5)M]7> MOFI]/>HT/C3]>_[\T6COT>;7YK>CWI]7C0__/CTZ-?[OO1^3%A:GVZS5;J F M/L2'7_=0\_1SI]4^ILWVR>G15__[W>,?#7Q(F[VC;]=;6#1VO['&U1=R='IT M?;5G M&M/D\+1YVMS]JW/4?M<[.OUW:(.!FZ??X%%O[[+UX4_6.#47A^UCU#CMIGX- M8:N]C_W<8*-M+IK'?PL*F2,8 9[ %%#-*! 4*_]; M]<[^J!UZN#NN??SXZ;:&%O>N^II7!+@&=8+@"\]SDZQJ/RJ3. M:S-! \,0XLT'6)CKNG9/#W,?!UG$O8*ZGT/=Y03JKAKM?=BX^-M I2DD$ABA M#* \%4 [E0+##>,\57[1;>@ ;SM>Z3X;=$.F5/[3K1#U>D][D:1<*_*3'[4F M-[31RO4_U_6?+**0,W0KJ.(%:Q;NW=]L?MYLY>[>!?>WOM@R4:^WQP>+,; M[.6B*FIP[I]E1[\]>-A+8L5+N2E8\BM&/$>;%#U-EV5Q^T?O>NS=KS$DGV:P MS],26BY;2VCY,TG/4\2F>5&_DA6WJ"[0*[%8P2:YAW[W\+;7KV#AX$-.EU;F MV_%PX+4&D(_0&.>\PK(DL[YGN_7MTYOWF M-Z7Q/W=M_])9ACMYO$W%0_#VET[!M6G_TB8]]3,6),JU^+>_K]FR[VNHR9\P M)X1TR>^J.T.),:MJW&L!8&T5CO0_'C7%\M2&X:E+-;?<;?E^J$R,6X9 8G1: MGH_LQJP74TC&-$/>3'608@25$]"F&J=.)!8E]N_]J?/2V\"=GNJ._F<#D,*5 M>3X"QTJ=O0TG:;MOPU][TV.T/=[)4[-#Z8(WF+/4 /^]/\9O^^<]8 ?1M Z/ M]5+FE\]%>7M)7RAM%)W+>U]PX_3+5>A0WL!'G:/VGU?-]C%K?&V>-CY\[AV= M-N#AU1YIG)JI+[2W=]'LA0[G?[)&[ZC;#&/K[;'F[C%M8#^+W6_T:/?+9?/K M^]Z-SN7M;>Q?H\W=;Y='O2^HN;M]>=C^!EN[QU='I^:BU3[YUFSOH\.O1VES M!_XHPCY_8VF()BP!+.444$@,4#KQYY=A@9&A)$GMQA9'=%\B;!I04K]RBB"VT55 M\M 9YT4DUDOUW>U9QOAA:S$7>%<;G1:D.!4K_WFR\$TWSNVM"I06!DH')7V) M:,@,TPG@1GM]B3D#)*,*<*))6&X<6I$L4BWWIX:?"G87A3J>D.[C4;P^1"JA$ M>=R1G -!! ::.8DM-\YOH3=HB#=H\*-Q9_F<+97,+EIWJ&3VB61VJBMXE0!R MZS4$F% $J+4)4)H0H+'VR@,1"4N5UQ424N<,+I',OC8GQ*>A.U,=&ZOT^J.\ MXBX6459NB*=6'?*UW\N6?KMO6V'=LZ!_9VO)H!2;)$DKQ(EP1FFWS9U8SV(-"'F9F4IL?X)NZ=VKB& MF+6H($B%3D^!3JURE@B7_B)AB .H# =4N@1(JB@PQ'!_K21>YS ;6PS+.H>/ M5C0>*AHKY-9XS>*^J'A))>Y/).Y3981Y=0,+84'*3 (HPP8H)5, 2T%41]]>0:_UI&-B'0DNST'ECG-,8_>>\P M!=Z&VBO6W_\[:R'H/CHU4S6VV4<7#GT#S*E:Z0L5%H6(C0\1, M1]K^.R&8.9A*X)@0@!IM@&#!56V)DVDB*!%L8PL)4:>4+%$TO,I@65(-J9+8 M)Y'8RXG$II HAQ()*/+F#,5* $4E 9)0I:'?LB017F*EK+-D#?-7EEHQV.^/ M5?^XDS<^_=5(TNNPR!:6Y5HL>>9';KKQWH^<>;_"HL5CT7Y9>U#8FE1Z=<%* M"0,6:2 050 *JC'Q.XPU\5B$J-<>EBGOOO*O+*GV4$GSLTOS5+-P#!,MC $N M%5ZS,(("P:4%?E>1P#J1!NJ0&9O4A7AT>>[RI:PLM681T[86D)ZRYC"T(*6B ME"37'/1-%9I>-.XTREJ$36F2:I4"XA 'U$H.E.7*XXZ ED-!50;6Q37(5LF M5H#*!;&D2D0EO4\OO5.M04C,%>84J 1[Z14I II #(A(-(5<0"G,QA:1=2:6 MR8&XR'*:U^?Y95)TY$ MJB1A "G&@@,& R52!A3'QFM3_G\Q?%-'D-7_BGZEPK<*U)TU: MKG!MH;@V52JE93)%U/CS8I!7*I,42$0@T- @9:5-DZ!4>EQ+4)WR1X>YG@O7 M7@.TIUN9URT23T8#\RWDT$W-&G^_VHA96Y\N2#J<.(WP@[.0\!MB;G# M[SO*UQ B+SX,H-!Y6^]2!]R\S8D5+K-+$)P%H:0!,G M@"2" .&4A$X2S*'4TA+(U!@BJ21*B&6$H=?&S35'STNSZJ=:-Y0_U0;:#S+6,U4ID$^N M(Y4+SPK;^W*"4A4:/0"-CF>R&P4Q6" -$NI5(6J( ,(D"8!"0R4HM?Z(;FPQ MN42I4%5BXY(J$)6,+E)&IQH#Q-KR5#& (+: (J>!C@$P+&W"O8@F@<>&T$>W M.EJ^?,65T18F[43.U&6@PZ_R%Y^KC^)@E8X9X E" ,: M^/X4I QHR20RT#EL Z4P)W6Y5)3"50;CDFH+E?P^@_R6W Y029PF'!@1RIAX MHKRB+Q-@$N:L8%0:'*+-D"Z")J9R.SRV",*8X;FSY0ABY6-X!HTB+'HIM%^! MTJ)!Z71[AID!46P#]3?#H;=(REWHD^B\C6.HYHXP9D)/(\3J!"T38TWE@EA> MI:(2X6<0X:E>D5#M%0;, $QU:$8F$9"046!UBH3 3',8LG,)K$NQJ!RV97-0 MK$YMA+F9F501@;]L\D<%54\(53,\4(A):!D5P#D7"PDDD$Y1@(PPU))$,*DW MMK"0=;(P$VAIR@@J/O!ETE,JJ7]BJ9\J*,B9-&&) RA)!:#<*R@:2WQ)')=:*.PY! M2FQP?#@%-$PU(%A"9!Q/.(%>?BFO2[Y,Z5.O@4GJ_4(3-5]'6/QPYHCAP@Q#''F4#8>5DERY1!]1I\#;LN=?YLVUJG M;P8]5QNK'U7&Q=,K"\6R[\=5;ZL?);]HTU6VRP)1:(92R<* -I8" D.K1$VD MMUV@!<089H222J/$HU!2AVB93)?*];"D"D,EQ\\IQU-MPNK$&(42X'A* %62 M $V]-B$=HH930U208YK4.:_(K%\BC].O-UAPSL6:(](BV:W+*%0Y1)\ C+Z4 ME0KJ//08SH&2.( 1-MZT,2E(N5'",)% %=H/\KK@RT226WDAEE2IJ$3XF42X M%-.P"%+K,"":44"EM$#8U *=\E3XHZL%A%Z$O5W \!*)\.ODN5Y0; M]CO=_]D8#\_==50H37R[;W?*TZ[$_Q[B/\/5J91.(4\XP!Z? <7$ F5P B2T M2<*,=DDHU;@A]\M A+W0P_F &ZLZG$][.$MWDTZH,- )M-01T1(H$)) 44\ M$0DU"5.W'\[7$$V?)<-WD0R_(D!?U*UN.]^+9^>/ .'];Q&*[!8O>.\/PK?Z MK:_7_G$7R'URPX,3-70+4<_WF^_G@=V@'P_A)S5L#0_&:NSL7ZI[[J9?G:OF ML(*_>\#?MW%C)X>_'0F/_N\$FMY???55GK=.#TGSZQX]_+K'&J=^3NW/W>;I M-]K:_>+G?GS5^K!WU>@U_)P^]_[O:H_^31BBU#D!B&,A]8 G0#&I =<$:JJX MWVAR]QUYV_'Y)6=.=7Q6Z_@D&":$I:%@)D& .J.!(MP"H8P@2LG4N&1C"V[" MFT;AC5_4SM2P]CWLZ]O:K0=N%/9[] QG+1ZLT?;Y^&0P]+AK[^=:J [@ELBY4 [YH"'%6&QMRI0XC:V,(1UF/W_'K"6G;&:FNS]'TL#;ZWS\6BL M^D%IK0[D\AW(+_!OI CV&^N L(D%%"(-A-]IP!A,&)96*Q(:E8NZ9+1.Q=MJ<_;X8^_0[=#BV4"'$XIH(0+H*A5P!#.C",NE=H#(,-U1I+Y MYRV'N\%TJ^LU_XLSYU__[KK3-GS><*[R=9XN"EX2OF@L5>&OA\I4R?\M);(6 M?4^0$EI2J2 )@EE1*+]@+P8_[+#DJEL[4QT+.OV:46>= ML>I6%7U/SJ$\6?M/?NGW^SO9PE=Y,@O#HZL9!F5$);/>0 /06 FHH P(PR'P M9IJ3PE"FC=S82ABI2[Y,_6&J4KXE518J 7X. 2[Q)T,M&!4")&FHFK'*V[_$ MB[+2E/*4"X*P\@),:3V1RT0#]MH:/'UV8^5_:6M.#?M^ E4-WY/K$L62[^4K MOFW,>>^\&Z*QNR[MF$Y5"+1 5)JA2H8>>B#B EB!$T!#P%5 0[W5PVF:4N0O M%K:Q)7$=H4=GWU8NB"46Y05I%94H/[,H3Q4,9[6!2>@RG5(%:$(QT-0XX%)& MO9)A6)+RT/B)US%9IKK<5^>UF(I$;1#) \R@=S9T)ZX_ZGQW.3-1Y<%XABY0 MQ3[$"N2=\BYD!"8 M6L0(XCP-9&BBZCZ]UG*[N-9/#Y/;2M]8H%"7(B0)Q)P$W@]AO>F@N 8*\P0P MDZA$(!YZRF]L\7KR>&UC^=P9*Y[$WQXZ-3H?7A9I_&KL%V,T?K'TV&(\I8R> M*HUG<7+;N".-)\R_VVGB?>*?<]7<]>/^T#QI^OG[[[_TZ^#7XO!'8_<8_M_5 M/OL[91HC9R6P5'- _88#;;SH>R2 %E.G4I)&\A^(2!WSFY[,ETP;JX[92ARS M!O[;6[):,QA8]GD**$X2H#CR_Q)8&2L2@9T)S7SJ$-)Z F^2W@6C*M8IQ5VN M$L6VWKR B34C;WE*2J6-+5#Q&Y?9TL;*,YM>X5'=N+>G#+] -[<4,JF%H<3,T0R5.O M2T#K++ J=1ZFO*(AE$V!%8P;Z(SF3'N8PJS.R**\N!4KVWI)_8*4DTKJGUCJ MI\J)<1Q90Q50)M#>A'Q31;173HB4@AEC/"IXH\*;X&)AK>]6A9QMQ=27$HEL M],#=1YVY)QE6-KNWQ*^)'9SKKIMLU^/0;NE6\A\ON$#K_KXU&];[ MA<<\HX#CJ)F?N)HR(?M3]2_]2M;Z@W%0SX?^U_U:QX_L>!AK6X?CVB"MC4_< MR-5V!OVX#3%_-%+61;;7S5MGGW\E#7;*V6 4B[[>#EU7A6#H'Q<=.SXI *?T MJ?Q,P.E'E/;?>SZ^_2/+LJR,7POPEOX,PXW8Y%46+UL)-]1*"@F25J4LY4)S MKYG*%/XMV$;QH9/A-(7GV&L[0Z>^ 97Z&;Y5W0MU.=KX??:\^<-67O7K"W;K MLJ3IDRU+=N@]4@^&L4/Z6X\&;AC>Y<>DEF8LM9-AN-#^Z^?[X^&P'6 C2$;@ M.0Y"\,_?U=:\O7_10\KG'M*OV^^V#_Y5:VZW]UO-[8^UG=;G3ZW/\:=;)7E9 MQK[3:AZT/N[O;K?W=FL';?]78Z_9/JBUWM=:G_:R21PLT2SFP\2;W4&WJX8C M#[0>6@?G_EEV5*^Y'\;YR^S,#;/%O_XPW9&9UUU^;;3C[.*'[I^S?K++L<=*3NS=KS'\:T]=K\&2>SWV M)U[0G\8Z$+OQWCG69B8/SV-5R9]A5]S&0Z>&M3U_W]C:KC.NI[V<$U2?T9P? MNS8E[\ #].?E7K?@E+L/L_M#^B.\EH6#U<+]TL*%GN3W%\NUZ*K3='[/5/=F M!YV%-"99?Z_@:W+Z24>,2 A).4844B.QLI [3K3&3#KU]VX ;>C_"^[+P_#= M]<_=^^&@%RRJ,(2OG?')SOG(KX<;[OTPW?.PCMNCD?/_LRM37=4\R!V"I_;D MZ,,A//KZ[VYS]WVWM?NYV_C0[!R>&O]=G[M'7[^@UFZST]C] B<.P=,]/T"SWJ_?ND\;5Q<8CW2!Q[[\^KZP[!1MMV#K%__^XV M;;9MK[E[?-ELG_0.>WL_#J_>G1ZV;;=Y]>WR:+>9-CJY,_ 7OR=2((283$0 M% :VI\0 Q:#_D7L!0(F5SL88BX"DCN?D\S[*';@N(90*"U\/%AI#>4H44AP1 M*AP6V%(+4R-L J&7F(B%L,#">Q%95%CXDEAX-<'"%#.4,&N!I)9Y+.0*J)!Z MR)+$I@HBD7 &^3$*$ =D4 [9 'Q&J$PC%ECE+>< MZP3).B+)JF#A:^B5N#,8Q2CN7.N^8@EY,J,VK'LKS2&L@J6%P=)ER5SU%JFF MF!I@E0R]LE3BE35) 1$4:2PLXTH$%2V!B3=9%]7&>T5+0-9;?A=NB%7R^U3R M.S6Q @4H4LP"G(8NW"I)@+9& @@Y8T9285PTL4@H'R?+Q$Y^R&P^5_#Z5 M_$[- DBY,00[D#B$O/RF#BAN%5""$JRPH@[K8!9XN*US1I=(?E\;N_B'X6 T MJIT-!VEG_$N-TG_!)%L;;%JX;1!WXU/4C.1"5E3ZG!5U+V-%(VU=_]Y9]R M:S PQE) +?=2YE(&A+__'93&<1G"Q4S.O?TK*5L'/;N2LJ>1LJF630RCJ18$ MP-"XFS**0. B]%(F')*<,(SAQA:!29W,:5_[N%2V%71X?W!]%\J7 MN LKU. MOS,:#V/144&?TY5-]N-[;[=GMF+O6PK*LA8&&0A@";^?L8V,22T]Q6B+N90F%9>M;41Y\7KU)4X/YLX3_5L3)&% M# K 6"!9-0P#S8C?,TTP2[A"#J'8+8O31Y=H5^*\O.*\>.6]$N=G$^>I0I\2 M9A*I4\ T85Z<0XXATQ P2Q5"VE*C0]@+BCKF:^@T7VKKX'.-I7?AED$EO4\FO5-#0#MN;:C*DEXS %0;!J0P$$AN=>*L8BD-TLOJ4"R* MJZF2WB64WH4; I7T/IGT3O5^IK#Q$,L P\P FEH!)*("..-M>X[2-#%D8XO0 MNF#+=/>^AJ#!=F_@!W,5::%"MGRG/U;]XTY@Q5&CD1M7(8/GLP/*>]%*]R<[ ML1TWHL*FA6%3.97>(*MEPAV05(>$&2N!H#(!!#'.-$5)8D.%#_;8].BR[\K% MN+S2O'"[H)+F9Y/FJU+*@"&*8!Y4B]! (>5 $P2!(90SI9($D\1+,ZI+457% MK+$T+]Q.J*3YV:1Y:C$ 3\K2R!AHD&G'IS0B8XP50$WJHZ?3SM M_?.%"PHV23]8=S< K/([7T/,9+]WICK#0 <=DZX&XQ,WK-?Z[O9*@U?OP%F8 MT731-V\C^$XW8>=$#8\CD7XK[$0%RHL"Y58YQ2J!2+/8G@K)X(H-/:JP4( 0 MYG=52>N(C W)6;(H;IC*%;N$DKPP@ZF2Y&>5Y%(5@]"(::6:Q,/Z$]G:Y MJ:&_91342:CH2B"@! F@#4F#DP<)"XF',6]%$%)G]&9IUX(;W:ZJ"W?=>EN_ M>5[K8^0G[/]5HQ'1G4KFGUCFF].;GW#'#%7.;PTDP.^:MU>\_0(T MU2(1T"FATXTM1'&=BYN$JJ^N04FTFFN=W'C(JS-^>_OD7$:/(9AX-I**U1OD MZ[-ZQV[H1N.BKNB5I1,^1*5=N#U;K'V5W+SP&VV_;,L*8GG*-08X#:5%FB9 M0^J A(YRQ1A2B8FE10@O0(M=1D6U$MZ%IP]6PON4PCLU03'3.)4A3]!:":A4 M'"B3.D (H1BIU",R]L)+ZTC>+$FNA'VI#<('J-35"DU MR^NB7K@]\#-)KH3U8<(ZM0 (-E(3@H'CSIOOJ3&!E8@!;]%#PXSS_U<;6TPL MJNMK):]+**^+#RE5-^^S"7/9(K"6(7_- F%"R9!((="041#J A5T5!$;?'%U M+![=56=)<^$PV^0K8144(8%?MPZJ/)@G-!TJ['H&[/JS;#5HQ'#JA 8<:@NH MEA[%I/0HAJ R?@LU#XV7B0*&,N H)G@<)IB8)XPZQ!#*0 M)"()C(4E TE+$ @."K/M+Y_&1VI4#DZJ9Y+,EC%7@L1+@43+-;"HX2U(+ M%,:!G0YIH+G4@&J!!*44*F4]>"!>Y^0F? 4#"K$$PBD+7$*1=0H: MID)?*WS35UM1SBZWH"Z3:3%'9*N;?8'R7 J_.(%3:4-C.I1X>180",+\MG%N M$VL3C71H[X[J BX@$%M)\Q)>NT^DX5R&Q6G*;022 8EH(FQ0!E! ->(...\G6"]SBEY MG:+'V(T5TE5(MX1(]Y+6=85O3X9O)9O:PYL5W$,;4\AXFYI9(!)H 6+,IIP) MS%*TL25DG?%%55<]5T9B,9#B1-,(82]+Z$G\E.S@//1B70CQ737*GX_R5?I? M:F?."\")&KI'\4HN"ROC4C_CM1% OE.CCGF,)W7=M+YY4UQ=Q>Z3&QX$X%BL MNPY?U^_VU+#O5VM4?%T\51-5#E:JW,]5N=.9_@L2<\M1F@*H+0K]%SB0(F7 MI 8I#U\,6K:Q!3?G!#A7/F>A0I]50I\['6BWP,\C'6GX5C]:A4,+P:&IRTP2 M#CE*,&#&I( J*8#VEP=@,H%8\%0*KC:VT*98+_+-"H)6"8)^ 8$>Z>&J%* G M 9Z2+TMHIUW@Y,,*D<#[JX'B' -!C":ID-+?'P%X'A^87+[LD)4Q'G<[W?.Q MLX^A9%HW])PWQ;5#SZ'G@_!SKVQ TM1Q"!T&G!H1R(H M*A&-R&52@EY#L?'7^(.S->5'I8Z=GVBOY\4N!KE'M<'Y>#16_3"=VIM.OS8^ M&9S[K[.C7VRLN,"][0; MMM)XZXU:4]G/G:A5MN"B+L>9)B@(RH0Q+H'0S%^.2CN@!1& )XQ"IR6D'&UL M,5A/YFCF*^\CJ"3\*;NA5!+^+6AGY7MP J@JC%H=1,VU3K.6" MI@*!Q*N4@/K_>"T$R,2L:?1<:G ME@9/DE0H)0!$''L]Q!J@K:" $.2X<]!2I19E:50ROM0R_ER61B7CSR'C95L# M:D=T:@%)M0.4D 1X'2T%ABFBA:(H<=S+.%L$N__BTHH%_7HYB=UOE6!9FOK![AD=;O?O/]]6MS)T;4#\8#\VUR MTB:I)?F!JW)+'G0=SI!*"X:L%H0!Z;@&- D5FMZ>!2Y)M50\,0+:D&!+J@K- M"HY6#8X>::A77YYPD*?VB:LI8P8]_]V7(6.V M/QC[I_L37/.#Z?B1'0]5MW:FAN/:(*V-3]S(U78&_O.94H2$.>S88=<(^OAVZKAIWOKL_+CIV?%((?^E3 MV>*_A=./*.T'=3Z^_2/+LN9,S*Y%^<\PW @7FCHN4<(-M9)"@J15*4NYT!PF M2*;P;R$VB@^=3!Q49^K8 3UTZIN_P/T,WZKNA;H<;?P^>QC]22RO^O4%NW59 MTO3)EB63" ^[@ZPGVELOI6X8WN7'I)9F++638;A4_NOG^\.]< 4P"&(3>KX% M"?GG[VIKWMZ_Z"'E[NU@[;_J['7;!_46N_]-!J?/N_]:Z]YL/_77NW-Q];!P6^U M_:;_]=X236L^;KS9'72];C&JS10U/'C8/X'C_*;*\37)/-WQ($^0-Q(OFC"8 MLY%[6_SC#]L9G775Y=M./XX]?NCZG>DOP!QNI-P4+ F(D[MJ\\?G8+09P>C: M!9Z]EN!-B<6M+\--=.MK=ST6P4V*;G_YKL?>_1I#LAHLHO=Z[$]\]S^-&2!V MX[US3+9,'I['L)$_@ZQX[1XZ-:SM^6O&UKP%X4*4LD90_2&-)!\23_G%OJ[+ MMV[!GWV?JJ[[3/BU+1RL%NZ7%@[)Q_5W70=6X:JKTU/-?W7];U57IQO.M]9. MX7P[ZAU]V"/-WE_?&KO;I-G^W#O$[T\:IU_PX=>_OAU>G?0.3[=IL_?YV\3Y MUMO#A[AQ>?@U.-P:M.4_T\#[K/%A[Z+1^Y.VOGZY;."C3J-WR*X[WP[;1Z>' M5_\^.0H.MZMCUOQP>'5X^NWBL+U]>;1[S([:^U='O?W+H]-NVNCDCK<#>/$W MM]H*;#7@BE! *<9 02) RJ6F(N$:(U?U=*H0;GT1KNKIM-Y8=S7!.IE0CAD6 M0 K' -5)"H2_AX!*4XVMD(GUUF35T:G"N;7$N:JCTSJB&YJ@F[^5H'8B 7Z[ M+:"">W1+O";G%7+D-RNQ&L,5[>>TUIF]K?&)&P9*H[.A.W']4>?[I)-/9H'7 M:WV7!6/5CXK1:)48C?@F7_9BX_>#H?^Q7S/GPZ'KF\O:>.B?UHUAT)JRI^>C M<8CU5Y1'S^;UB'BP4X:#[.K,=VHGWZAVV*=L>-M]VY[NVO9DT_RMVTK;ZL>G MP3"^,!X/._H\ANG:@T_*/V9<7;5,RS5P%%J #5( )T(#H*& MQZ#7 "QS&UM\CB-Q/8B45L"T^=(?.C^,*V<+>_I8=?HU+\_6/_![3#?V)O9H M/#SO9J.<%1N*-&)^^[@XM_.7OL/OB]"[_<#FG.GT/1 MQ6C42?UB%A#H@2['M,J]N"# .R@'BC'5BB8$8,-#;S^F@= 0 R2LAA99E(1V M\4E=)GRMFONM.0H\KZU3R?X*R?[4R&%&*IV&P*E$H3T4];+O,/5&CDLI(S0Q MDFUL(527^*;PKWS!Z)HCP$/T@ 58.Y4>L(I8,#5\L*!,:\$ -R&) FH+-/QORYE_^F MPK@%85PY*99IEQK))2!04$"3E ,AE :)\ZJO]$>!&AML'2 )TF'$"_=Y Y25EPE'C$6 &UX37D M7N[;1[]XA=H?>Z I[,LY\!_ ?V52K@P M\+\L68W86.VQ60&9:@,H]7OF+VT-L$NLD-*KA-JKA,QKA#<9SQ_L&5N<-"TY M'6.%JQ6N+E->9H6KSX.K4U/;"),:(CG @J2 VL0 33GU.K9@T#*,)",;6X+5 M!;QI:E? 6@%K!:S+F^Y:P>GSP.G41V$(,EXW=2!%/ 1P/9P*JR1 J9,8:\(M M\VJJ$'5)%]69Y^4Q=3%DO?=C4JPX?RO.WRTF9]?BUSA_):HX?Y]_+!7G[T,X M?[.%[/C5Z_N5WLQ:I2T9"_!!N[7SO_]J?=S=^WSPW_\E,.)_U/;^_++?/JQ( M@!_SL1OT#^7GQXL>:;!*) M5V2L?#,1O\90_!)C992MR%@1W!2L6M@G.; R>0CW]34=&:,[FHTN9W!U/G'N M?%MQ,BFY;,3=XEZSRGH!U6(SH'N0\=R'IV8XN+B>,+-22[+MQQI4:-6-VL(G MU;%@OQ__O:/..F/_^VJAPD)]=F/E?VGCTNRI8=^/?!1_>+/KTH[IC&^XJU]P MI;RR]4+GR9CSWGDW>![BXL1TINPXE;V%\3?[.4GUQWDDU:_TF+6'3HW.AY=Q M@2J@NE8F,8_+_=H5C.CKN()7BZ[_?GLX/S.ZC>?JGS MR'*^=;[8RWM(_:(.Q&(G67UE]97/^I4K751YO>_+_*CX.]55?1/B9..9%DTU M#)%X3"7E,I4UW&\I;DT0&,7+]EJ. "5"88<21X2E0A$%F10"$VD2@YF$?^^' M%;Q'V]WL*F^=CT=CU0]+=K^,@!=NP,L:DP:\VY>'[6UT]&&?-O$7VCC]DQSM M?F&'5T>]UNY?)X?MOWJ'^,^+PZ][%],&O)\[C?8>;7PXO&J%[VC_Z=__OM,X M_7;9[.U=')[^B1M7!AV>-GY]KXNG_9:N_C MP_:[3G/W\*IY]5>G%-%0\H89M;'&ZJ'9# M%X(WMA*L*Q[L*I@J(*AE8 A2RC%B4D2KAT5$FM$ MH>%(6(4L,2FFG$<4B<8 50E"=!,(F"IHQPRX?P6+JKI]A)WQJB> M46'9D]+$5%CV5%A65GBA=0CYBP=P[@2@CD$@-7. T20UVG(IE%M"-%N7ENWW M$\.[.K;_DM)[7SKOZAGK^XS7E;8\)X?'0I&DG&N:NA#X$,QI884@B9/*6%RU M\5V?.^^@%/*2E!!DE 4*<0>H\'>?1 D&C#'#!88V,6K9VO@N(WY4&+2$2G.% M04N,066]FQK(9*(=T%!20*F"0$G& 3;.*.12[*Q=-A1Z74[F&'4!6HV.$Z<>!;QK9SY"Y/M:8V3Y40@P?R-K)V7[<1(("5D(,66 M2TX%0XYL;(4*IT>WIUQB^:Z>L9S/>.VXNW!73X6[+VL8E8.HB5>;*(> I-8 MRD-38)PF("4,2\F90##-D#=9(N1]73'4*"ZUH3L['YH3+QFOB\[G]AJ*9_+C M% 25<1LR[\VV^<]Y9^ALY:]9&"R5*7Z(5P"I25(@!<6 4DF HJD&#CH#H5?^ MF50;6[@..:YS>9/A9Y4+*JIG5,]XO0'(AQ3,,9DHC+#$D"BJ4BF-M1#RA">$ M:XX>[LV; ?JHC!8XOS,8C1MN?#*X)^)7BNC]$+]40DIH FWOJ7 MF##@B';!W!"$AG)>4N>0KR?@OWJ!7KB=60GTLPOTU+(TV$@AC0:$>4V.,FR! MTB0!%@OCE#-&6+A< OT3J[)H^>3'Z>[&@.J=U3M?9^9)WF]F%#T6MO.]8UW? MWHO??N6]Q.OTC+7T>#]$%5EX>>-N(0N9A$2-I%(]%J5ZM Y*58[0(NWUCA0X M2#F@0F$@8>) 2OU.:>LX(79C"_&ZY(]Q'56!Q)5YQJN'LX5;5A6QW;T]5K?94WKU8^J^+%Z1N4F_)7+; '5C[/W0?5Z8=?;J=C-_SL3%>-1IW4KV51EJ1^%'5&U9VX(+:K M]O:X-0T7"&*%5ECXT^A20#$B0&BJ ,>86":$Y*$Q ZH3NB3.Q66$D@J.ED.W MKN!H)>&HT6Z,LPCF]M^<,844@2#14 J(0924PH21P,408?EF, M[F@'O9:ZUDNG]]Y=IAU>;,7]&>WE^U-E_2Y0B]H?EW+ %$X3K90&V&O3@ IO MS\E48$ 3)AQ7D,A4;6Q)5,?PT67:2VS:O2XQ?^DR[?D27IE"#Q/B:;1":8JX M5@XH1H+H"@>TLP(DQ$(A%.8H#8VB*OE=6_E]WCKM2GX7(+_-Z25,"$T,$0P0 M*?TEC#D$"LH4,)LXY'1BC/#R*^;X,=9'@JMG+.S.%:>.6^9O3#O5%?UC7^<&M=V MG7$][88U@NJU($./XG+T-RS\:=#NV5DQGC8!JKJ?&2OQ'> M@Z>_FB@W)Q/IER#N?EWR*C7K82@V=4!AI*5V5 (E8B,\!H'FTD,93+#63'+, MQ,869Q5\5?#UJN$K<500A3%D6E$AI.*)YH(1([!&"7H4?%5Y1HO#MK)S3C"F MG+. !^.14FB!#)W/-2&,I EF#N&-K82(ND2/=M!5^%;AVRKC&U:(,JL3XYB@ ME"@%L7)6(DLQ%U++"M^6!-]*I!'2"D4) P1K"J@D%HC$8L )Y)P2"TU@:L<8 MU;W*7>%;A6]KAV\/23VW"6,TA0P*IFB2&"61\?]&B4Y2*B&\'>!NR3BOD.YI MD:Y5UN0X5 8J )D,E-?(6ZG$8QZRJ=9.I0P1NK%%%E/364%:DH3 MGMK 5<,K0W5IL&V:R\&LL9IYACZ<8988>7D=KXQ-4NG1I6O!PK]HRUS E\B(JLG*:I%M9IKVSY M6T-JRQBB4.K@$5_%GV>1*CN%;0 *9H M"BBW!'A-@(4B*(6X$$@1L[$E>9W.::E;<5FLX3->/:090WE*%%(<$2H<%MA2 M"U,C; *AM_TK2%M"2"MKQQ)Y/5A("013,'1PP4!+KH'7B[$C-%6&+1FFO2X^ MC/>#H?^Q7S/GPZ'KF\O:>.@?UKV[2_BJDPM4SZAH5I]6$_>JFN28ID)KZC01 M4*8LU8GBV!*A]*]?6[=10>5RO).+<3M(<3;.0/LTE>EM>WH^&@<22G\!MM) M"#48QA?&XV%'GX^5[KKVH&")JFZ^!]Q\7\IA/95();#7W@WB"E!%$B 3S@%, MG.,(D@1!$5K-W^RF6#%/5U"T"AKT_\_>FS>UD63KPU^E@OO&Q$R$TI/[TCU! M!&WL'N;7@+N-;U_['T>N(%M(C!9C_.G?DU42*K&TP0@0*"=BVB!4655Y\GGR M;'E.H:)5IJ*V$FZUY!&#$BY"+J?BO4?64(ZH$%%)(S!L3"O$1>OE?*YC-/B&2.\C+&:8ZP[\R[!ZU.8=Y68M^W."58FHHE"3CJ' M..,8:<$BTEYYXIV30<2:>LDJ%<==K[AJ4]![&$\F0W\$T+A+]:BGQU37.Z@? MR)VST/"]<>+,.KX7M\WR>,FWW38.[#P>:7'3/9CK!G=7^$3T(89%H(ST7*?#TG(X(*PRF%KE!"WUDP7 MJ+[61V=,_W(P&N_&\='@AIQ?=-$;60) M.QJ4!%V4Z(XVXGDR_MHC>NFV9D'TPR.ZE;$;E3(1!Z1L]+GW"D;6*?B),BFX M8\#>?K40_1W+,G1')SU[EI\S_C4)E&^6;ZYG$LI"6\30_=(-L1^N[S^V*F[> M,L8:N+T?^ CDHBZR/<-"@Y!:)2FZQ_)TC\_M Y F6"J2Q2@PZA!/"HP)@R," M+1(SZSS&@8+JH3K$W"55L<03G\P8:T]H2S>N"J'=-Z&UC2GB,+'"840,C8@S M&9'E% A.I,!%]$GD1I:KQ&CK%:9[UQ]&>(IO,52'MMNO (P!!OIBQ]TOL>KV M1^/A))]0&'6J?AQ7@U2-[==R+K*,45R%/](/\N['(F]V!"F?Z7]I1T>O>X/3 M?\=P&'\%<.,RE:XI*WPTU;[/"25-"IL M'8(]3R%.@D%..(:H,T)J;KW'$G9"TC%T6?7J5S%:L"ICK#L5+5VO+E2TVE34 MULIU3,9'[I$S7.2SV1AI ES$!,&!@D&<4]V,#[]/N M^.BGXJ,N8Y0Q'G&,93H,"'U!5YR6FL3>0=T-N8K3;LC71\K62\]:BK M+DF_R]*E=MI)OU9CS[%1**3 0)7R&%D>!/)8.1V]I(*(K$JQ#KNBP-OSL>O6 M"^>/?5:[-*1?!HK/VCUHC'/4(.)D1-QCB;1,&"FCE61:)Q5SX+7@]]GB]V&/ M:O_X%EW ?3-PMTYJ8T$5!1K.AP0#XHE&9 *1B"8CG3729?D M9EYE)\XOMF?['H:SXVH[^GCLXK!BI%-EB-VE\-[=.G8]'1Z[TM%#A @T*1V% M,UR[ /HDY4D(19U4+(KIF_IUZ]/W)>#2V_3QEQ7VS/(K:77#?<,H<96#I MN9# \,LUNG+:+2'!D%R2/GY=XOW%>-%6_>H._6 MK_\T6>X*,_F'*.YF#?J*HG4[%IN[KW0R&GN=$'/$(FX$0R8&CS!H6!IKPU@^ MLJC$Y?.*A;X*?:T3?:D$^[T,6OC(2?*6"\H)$3$*+''$=Z&O8D0NC]O:WCM" MN#28(TI--B0E1<8ECTPPGF'KK5*@H4G.._**\]B%WPJ_K1&_"8\3X\F%8!CW M6!D56*)2ZFT9::8DH+.NDK(I&J(U- M@E6'LCM[R0J_%7Y[ROR&/1>YATMR,G&9ZRMA*8DR@1(I&#>%WU:#WUKG7@2H M;]:&A$SVJW'. ])">^22$MP*I4+48)MV9&&WPF[/D-UN==B=><.BI5)QRC7- M#?3 _)$F$NN,%OQZ>KNF15GAN7OVP;4J >8\4$&20TSPB'BT!NGD" K..ZV, M-ICE)F-"=#B[?*KFUF?="\L5EEN=][X%R6FMG=S%<=6M3^1FE%3CHUB=13LLM3R>V!CKGB](G>.>P$[!L ;"\1K,?J>C=$(F M+RBO\P7)+%^0?'\? 6#,3ZJ7+61Y6\CO;3]3->#X;P:[_RD^$P]OU9 M-1["8+V_[BW^U(L1E#%*/=9[/>8L G6@>QOM.+?6&/B5A90,LR;R='OM^[JR M45/TOIR"]R!CMWF\7")JCN2M\&DR&N<2E;#U[:=]ZX=QTN."!^D1]$9C;@.H, S') 1RCEBC4XT'Y$VRXKBK9 + M>^7&6'<66KK:7%AHE5EHH70=UK#UV(2PM#+WY"%(IP T9"*(WGE,@EDU&EHO M1W,=ET$NMT.&MYWW0RXEHJX_.4@U4]@8B87AG*I@5/1&"*^BYIAY\1U"NW6) MJ#LTK"Z'#&]"6N_;APPQR>[I%)"*E"*N; !X>(J4B!Q[1PB3N:,8%QU"] KY M"XJW;\FAB[NA?#E-Z8ON<3L8ST,8PN@HHG.(*>YR)J-!QBJ.<@FX*+R.)H2- MS>=<0V;= :P\R%CCH)4@W :E=2)6@]6!=?+!JPJ>SW,)Y,AOX(H'&7(E%/ MCZFN/\3Q0.ZV^EP)X1 MEJ0&Q92E6VNF"U1?ZZ,SIG\Y&(UWX_AH4$J6+I?S6Z?XB*SF7]L3&>)8>RMML&TL_F+8] MPT*#D'KW*-O$\K:)S^WS:<,(^MU0#J!'&EPBB2]L4EDAVIY MAUVBA'Z>S!AK3VA+UX,+H=TWH;7U7NF=T-8EQ"AAH/=&##:MIO"3!V/64^&3 M7"U&6Z^(RKL^F(4]^'ZH>H/1J (P!ACHBQUWO\2JVQ^-AY.<43[J5/TXK@:I M&MNOY>!:&:-X=7YD-UO"R;5KBJQ==W@D'\%^:4='KWN#TW_'/PC^A[=C3J)IC+V8$2^W5V0J1LBDO:%+]MM0^Q62H-ETDB*X5#/$2!7&(> M$3#9E-<^*@%[HNP8N80*;:OHW%V5,9X8'1&\BMIUX:,GR4=M)9W'Q'.!2*2B MPXC[$)'1,2$I=& 28^H=72E"6F/?=+?.%@3-/ .Y'QN$GW;'1S\59W49HXSQ MB&,LTW- S&IS4I.).:B;V%9QVL3V^GC9$].TGL/IVA]O,ERR-&^B0NVTLS2C MU$)HF9#&)B N*/Q$/$714FV))E1)OK%),>ZHI;7O7$7+;KUP_MB':Z^&>#&$ M;H?B5O@U*6Z)DB@QJQ"/6B!GF$*,BFA8$-9QN82SM06_*XO?ASU;^^-;= 'W MS<#=.EH;'396)8.4EQ%QDB)RA',D9=28&(N=]P#N#J67 Y'/!^!EC-4<8]V) M]V&/UA;BO7>MJIT#$@G(C#FD>,*(.T*0218CZYS7*D:MZ91Y[UQW:/5\S*OL MQ/G%]FS?PW!V7&U''X]='%:,=*H,L;M42IMV36G>[2<&$@B#B>O%\\XI=^NW M]'2([DI/D$_1&$R\2BYRKHE3+'CGC,G=) D-=>^A&SF ZM'W)^/1V/;SE!7_ MSO(X;+?MWQ%44,Q)+IZ6_3O6.&2PSZ4?88=*ADNP[3X8P3O\[BZ>I>/H MD?-['YDP5HUX;]Z@;?GS\S2)](HVE3_$HC?KX%:4O=L1Y=R%QA(Q.(F-$_8XA23VVBH!_*GLQJ84K&/4 MLHKT%@HM%%HH]&H*).'8*8\JX=R8QSY(O%+HB%#K70$,T3*N0 MD/,)--"$";(4>P0KG)JHB$@B;6P:VB'D=^'0K6B3$<6I0R&*RM%6WSGOV=K5)] M-HJHF. PF5G==#$A'2A%TOHH@Y2*VAP9HJ!ORLL6^ZTK'!0B+42Z5D1Z&QXU M0CA!L"01V)-@&S4.R=$4M0Q$WBDB5.ASF?0YSPTRG@N1?9TZYOHP+CIDB:\; MGFBE'&8RMS-B5'0$>S[*:)U;],^Z'R?\&[I?-O\%_YD]^+$='G;[]>WU(FOY M",M]. 7BYK_<\)^;YR__@Z,\X.ETFO%\K$#IMJ,T=Q%*N7@WXM!#N.H7H[AG_JFC0OKGWYZ2V9A&;7\-(R]NJS-SZ?=,#Z:\4OKJNF*P/-+K(/[3L;77[(JTRKQXERT_YL?MR8F MQZ,R1"K/0='$C)A@DTA*.P6<:1+^:/C&[**CX>P53NQA1&X8[6=D\QG]GVSO MU)Z--OZYN-Q@K4V?B.?SU!G>IJ59]$#3@V%=3> GX((XS-^"9[(K M\RS5T3#O7__S??DHP$\FC8R,EWGK Q#\ZY]V\RK9/^HB55[O^VL[UU\&J[>GL _^R^VCMX M6^V_KE[FEWK]V_Z?;U?H+:ZFB;]O#WH].QSE^@'CH\$$Q@JC?WQO#YGRHKQF M&ZGWL3F'UGNGS_EAVHV&_DY.]DJG7E^BD%LS5FNOY.Q%QDY=J$+A*K_4^VF'U"G:VL)!0 MOO">:R/$EG?D%@;%:@OX+T\&W/*%;W*@ZCE-'"X3]T,31\QM^.-V958H* NK M33*Y6%J5>H/3496&@^-JD[E?=^GE&=9QF76?K9 M;EA(\V*B3R,VL_=R&ILY?O_MPZ__.=JE>\>[GS[S_8,_NOO;>]WW?^Y^W3O^ MG>\>_W[Z8?O=M[U?7Y%Y;,;CW4^O8=Q#NO?GARX\&]G=_BSR_7:_P?/]^CO; M^_:_Q^\_A>-+L9EOOY_M_OGZ>'_[/?EPO"/VMM^=[A]\SN_V;??/]_#R)K)L(S)L*W2+DIE'1?E/3M MG)*P<38PD(UP%"A)"8^,L!KA*&,(DDM%Y<:F41U.+A_ ?LK=D0H=/1TZNDV^ MBJ?*VZ0DMH03$K7P+G$7P>[!RCF?V8B8*1L14_2BQR,AY%V]N MY$D4TJ B(4F$4(Y)8RG9V-2F(Y18(<7HV3K-KD;A5O@T&8WK))%J/*B&$8#G MN[U8-S%:L$'SG_.'/KO9_CX9U;75_U&=# >Y35BHW-GR/6Y/IBK98XZQ9LZ1 M[7@"J[1;YX;]!#- %NS7C;,96V8YP?:\X;));=!\X! E8$-4SC8 M,%6@B,JH1+*46<8V-JGH&/T,/0D%NLLSO0MT'P2ZP+-\JX&0<[J[_;'M'W9=K[32>3@; MH"V$_;1S+H*MT2B.BQMM>?S4;5D%0L/_(B5($1]SPQR,-'R&5/122:$PT5FU MH!WX=(6*0I>R[RMN%10P/QB8YW8"32%$#=:!LIX@K@)#-N9#G(Q&B[5)#)M: MV3#ZSB67"IA7%LQ+MQ,*F!\,S'/+P4G.J(X>!1S!6B[8#7 G6US(M36L*AL/U1N,H)+1J,J=+_$T;@[G@SC M>D45'K@+^B)QS7J:[_>WNZ/98?+]U/ 6*<2U-.)J9RPJ0WD^+@UJAZ*()X]! M"TD246 M$7W WI&S@N4+T-5.>V0B#>@[ 2DL9KQ WV MR$@OD>$:1YHL(U$"5/'EZ."C '7-H@MYQ6?[($0WKN QX14FW=%1SHHKT87[ M,P6N.2&0.6B411*!AEXM2&,_;8.(BCJQ+([:?]DR"XAW@6/%D4\R.R<-15;X MB!BQSBLFHN1V8]-T!+YS^E'Q3:XLKN_OY,\-<%V@>QOHSBT!@;'P3% 4DW<( MQ":0ECD)B1OJE(Q86;6QR10=R) Y$H@G&YN\ M(ZY(5B@H?BXH7KJA4%!\_RC>F^_%Q'H3 +"(>8(1]X$@YZ1'02:L(W,1Q]S< MO8/9*L4$URRTL#?HH[J<5N[F-HRCG'Q46\_K%5YX3!/AC>V&G?[_Z_;AOXT, M"B4MCY)>+9@'QH#$J$,<*Y9CG09I;QV2Q-CDHZ0BBIRNC/7EHJ3% _E<$+QT M\Z @^)X1/#<-L 6M(0F/A#5@X"?.D;5&(R^\,DZ9H(*L2YU?45:X(/BY('CI MID%!\/TBN&461*NTT=PC!:2+N'(>.2,QBF O6(,9M[X^^H=YJ1A1]1<,$&[BFMJX[_[7\T)?3G%8+PFH4*MKR'EQF/.V/UB76_- M@@2/6J9HI^^'T8[B=FS^W>G/Y/''N3B*DK$\AMIMVPHL!2$MD4@8+Q"/.B<[ M@LZA; Q)>6,XUQN;&G>T6I'R"<7CN')FPC5GB@JP'QS8<^N!1LU4X I%0G/7 MA%R'C+($4QN#5A9C$]7&IB(=?O,A[8B"Z/M"]-R ,#PP82U!V$:#.$T$P4M8T+B;T5.35:X6AS3P6)'$\,T:@-#M$HZFSV=@BU2A49BBMSU1LK%)BO M ,Q;%H?4 >3*D'?Y#),D CD1:8Y%PC^22FERC_:.5I?SITLH\CD@_ %LC8+P MAT9XRPC!/ CI0D0NP&[.K7#(1141,5Q%(QG%N=XAZ^C2J^%Q$Z%.[%F.W]5& MB/5^.(FAZG6MZ_:ZX[4+9ZQ6-&,FHS>-B("YMAH!_3:73R&PY1'8^[8E@IF, M%%8),@;L#YX=*-:GB+PQ#K,$NBD!%47PCI9W/J59G**KJZ@\1M)4 ?R# 7YN MDUCG#+86;!+*..+4)*2=2X@Q0[G'(4G&P2;1';!.5L-O6K"^>D;)DK%>X'PK M.+:E_:D.[:]O5@*1RR1E7S;JA#.8\D313IXBG@D M!EB)"!!@"MY$2D"YR(Y/:BX;%<7Q^1Q0_0"AC8+J!T%UZ_RVE-HF :C6BN2V MM '!_RD"4 >6N,^E8'.M5V9T0?6S1/4#A#.N1W4![JV VS(20),RF"6,*''Y M<$602&,:D$[6ZUR-S6A^=.^T=U,AQ\ MZ0;XQ9U5@QD6JBR3+W<.5[C!,,0A&@].?LJ3-!KTNJ&:O>3SIJ_[RZ\"&;X$ M$;Z9RNV7LW>CW.7FG,>VSD57M)/ED=QAV^:@QJ3(-9@;&C/XC[=("S \I)7, M@4KB66Z.J3K\BIRJ6_M";@RB)^3T?&;$\)C&2JZ*#N;'"N, ,V!T%ENM M..*0H<(CXB4'W3500H/3496& M@V,PDK[$T06CZ*=KK:(;S,6-A'0MCR[#N;2^#[EF.8E3GU9S,"ITQY/ANN4? M/FIX\(T]RT4B1P>#+?_?27<883^&'7A\]J9G^^.M?G@%GY[DKY1=>&F[\*>% MUH_61N$M2TAPY6#O9; ?YY""IS')Y#@WEFULOV&:=@K7,AA_V=1ERHA(P2#.$8G9%&*4ER]%!UY!5M8$J6X4-46AC W(6I M:3R"=5X-4F7KDW_U@2% M$U:QC4V2.\^L4BN[@O85#>DM">T%T+<"=,LHL3*["A5% I@:<0/VB %K!$GM MA*.)T93;/"B]2FC^CED2NJ.3GCW+#QO_F@">\C?+)*QQANLTP?7*\&W):7T: M.:T[,]F5=)7[V.46BI#SF#CL;1IYDD_<4"&09BXBD#!7RA,-RQ",5-7!:@F' M]4OZVK-BAOLKZ5&8X9&8H57& U,NB$B(1K ,):)(RLH0U$[T"$4V,Q: #'(CI9/ MX1S,&N:VIF[?]GW);7T6#[EFN:V+H>CX-0Y]=U2'HT?C@?]<#4XRSZQ9NNNC M9KNVG=19!/N-!%Y-11/*1KR\C7BQLB:(T6'I$/<1@X;.*;)2>I2\"SH8GM7U MN@8.O5PMHQ36?"Z 7GZ>:P'T@P*ZU8"82QNYE"A+,Q>U(@BD&9&4+-?R%T$I MO[%).E2Q NAG"^CE9[A^'] %L[?";,L:]I1[)HQ#$;N(N(H:.2PTDC&0% R- M*J:-3L^S5[6[V%?5#KM'?#>N5EKH2!^'VT[D(BNZP/!Y:*(@IJ8LL M.8\T=P'Q9!G2B7 D/#7$42^IU: [R YGI170\\3OO9UX*_B]+_RV\D>)M-IR MA2QW8-&#\@_X!=L^@2*HA/7:!U[GCS)ZEV[@!;^KB]][.]I6\'M/^&W7?1$I M]'VEA.,))!RV- 84JUOA5YBZ5\E>T".83L )^&0R'@U-X\!%@ M,,1A-8Q?!KTO.0KFAS%TQU6ROC3K>L3HP6\Y?7T_O:RE48AJ>42U4,4R86&C M#QBQIG*^PL@YGIMZP.\$ MNF'P%R@N0+T54%N&@=1")E"8$/8VI_)ZBPP3"6G%'3&<,$?"U89!B1H\Q'&# M;M]W3VRO.EFT#IHS-+'JY:9RU<#!D]HU/'GPJ+;!ZT8&OV41G MJ9L453KH- M)WU;*)]M0J J*8V(J)M84*"CI"ERU"H*JH1V$90'=B=.*A[%U47JTO7_@M2E M(K55$9L$(V6BR*J<=B"D1H9*@;RFFFF59,AN14;ODG-0D+JZ2%VZCE^0NDRD MM@, .F"L)4$".S#(M2.PG>9FN50)C3DG2N9C\_@N/K7B^U]:=E ?AAW%?G< M/P[&Z^;R7Y64H)W1:)+I:#^]K67QVZ!_>!"'Q]O1%=?A$IFJ5;CZT^_?]C[Y MCXXKSVRT2&GF$%><(>>(1,%@%Y5+6 :\L0FKIP,+<85*8!8OXA/*$[HYO%/W M:PSH6QP."K)OB^RS161C O]+*2#*K0;CGGODF*%(.DQ$XM2P9#< P9H2^G-! M]K-%]KWF#15D/P"R]R[LV89;C(4F",L$AH5(!!F?* +^ULRX+%^WBL@N,05[ M:+O]T;@:],+=K8ZU<'S<:Z)1PUG%R+@W(V/K(SS8FMCQ*+R)C("0LX9I>F0$X$@:*R M3F*@86[EQB:YVD50(+RJ$%Z5%*/K$%PLAKM;##GOB!"6B$98!(NX$AXYRAE2 M)H*8A \Z5P]@-XD,5C"6>=JA_'N1#J &:QVP?SHCLU MPJO0'7F8DG$)8CQ&$&,O6W)O[)EUO5B8;"E,MM,V)9B1D6GMD;28(YZP0882 MCXS'+#FAHJ%I%=T>Q:'YA$(5UX.X&!1W1/+=( MLQRAB)$:KT&_I+F.&],=?:="JL6IN;IPOM_CSP7.]P[GN441K%+&"YF+,6K$ M.8L 9R^0Y59J1X,BGF6+0G:8N5SNK,#Y.<#Y?L]!%SC?-YS;O0<=,=09A8+- ML190)T+=X9#JJNG@A5RL2<2S=Z-'CF_:YM."M1F*RQ&RE*'N.04.9THTM(%(ARVC,N-3=.AYBX= MHXO;=G5A?)\=*"[#N"#U=DB=6T4@)\Z#HXCD(@]$BQ95J.4 M(06GSQ*G]]EIHN#TCCAMF3L&E")%F47<<($XTQY9D!"BAE*?!.A'FN2F3BM2 MP:W8.NL71JH;2E;#>#(9^B,[*D=6'L'(>3T8_G$N@/WTZK^3[OBLF#G+(^6% M3GL^"N*EM(@% . MY):AA&,DR9N(G \)<>DP EJ.*((:Q:)7% M ,F,=A5>D$MXR0R)4O% K;B;L MQ7'E[>BHFHQBJ+K]:?WB:[K7/1%69;'K,MMNNC MP>(@%?+,*L1=(&!M8(,8+'J>=-2:YK[ A'28N$L"RVUA](1\N6M,#4LP5 HU MK!8UM'+;:/*)20K48 CB@1GDA!(H<:'JHV\QF8U-SCI&+*'E<&&&9\4,2S!\ M"C.L%#.TS_8[SJ7R#&GOP1P"?1"806@D%"8\)2],$KDP!^D(LX0>7O=.#4N* MJ:R&@:2NQ&Z&3*)_)]TOL/3[XU&GLOU0#>-H/.SZ,5A.^0L_76LGW6!* M;B2K:SEU&3ZG]7W(-4N#S#;_WX'-A[F6_#_ Z&]^RM:_O_EJ+TF3#V_W9S+* M_W\UE\T?YU+)?]CJA\4/6M]\ R\^@ V_D?;V5/[P>V^2A?'JJS^R_'\QJ92'2(O M)S&40AO/A1Z6'OXL]/!TZ:%]SL[Z8!TP Y;,(&YP[@&N#8H,6VZD#E92H(>. MII>/(Z2-5)#;7URM6\#2]J[;S&(3!#N4[8 MP1*UP3%G7<3>L(\[#Z M%79;'KLMU!X/5%!GHT>2 *=QZB@R4@D40J*L:!,1OF]*ST% MY4M%^=S$28$$+AA&!HMZLQ124KRS*&58I MM\*U7$58#]YXQI4SPGI!8 G(&N6ZH/P)H;QEJ0ACA <61XP&V,L9I\@:3Q$7 M/AKK%<8B'Y%CM"/-G4N&EOS/![)5(GQ\K95ROUD=JS9S_]_]O?YS87AMA'"" M8$DBYI1@&\%T2XZFJ&4@,M36V@W.TQ6&7Q&&7RCO+K"/6#J!0'DCNW$OR6Q4J+%3XE*FP./>>'16V*^-$&AEA D7A,Q5R MCEPT!'D2',Z!;!N6Y]PK:6:Y3MG[J_KO&;2AS4\CMFS=9=$ MB.>IBSQ/=6/9Q9UVINOG#2RHO5A2G9:H2?S>=B]%09PC 2,OI$?<)X*T<0HY MXI(C+!GC'!A5M(/Y,VPY5MCH6;+1TM.^"QO=)QNUSG0[RWS.4M!$6<2)IL@P M%Y .G @-3.43!S9B'4Z>85YV8:-GR49+SS(O;'2/;-3RLB1N#37$H(2!DGBR M#%G@)Z03MH$+:FC-1K)#V>42Q"4/_"'/V0YC@A<:5@F87&J<$ M8%*AF4962HJX\AH9+!4R21N)>2[=P38VN5R1TH5+K'-_-<>N8IVB M^2V1DEJED96PG@:@),\X:'Y)(.V-0B1P1XF+UFL%E-21J])GKY#2VI'2XUJ@ MA8KNDXI:1B@!0U-S01!CQ"/.@D%&&8V$X)%)'K$U!(Q0W&'J@1S/T#HYB M93U .Y]EH\4]P=C&-T.X>-^'?H\'-H>6)_#<8[LCX_B*%8O!_TZ9\+F3/^W M8_BGKI3^XMJWG=Z29_O[9##JUOD P]BS8[!P?S[MAO'1C I:5S5B^ G/+[$. M[CL97W_)JDQKKK71GHOV?_/CUM3A>%2&2.5Y,!PS8H)-(BGM%);$)/S1J(W9 M14?#V2N,.?;._4GHTV_KDP$L"E@V&3% *0CUM'>SL[VW]5KW< M_^/-_A_U;RM$95<_^QYLG6^K@WUXZ+VW^[_M;&\=O-JN7N_L;>V]W(%W>7L M'^R^VCMX>_E5;H9'P,[&]<*_O<5W7QK\X?^.L#_^W[[] MTTSV/WWH[7YZ_W7ODV[?[[CN]N'I__W M[9#L'7XD!I9F;LOK2&XLZ)5&6G&*/%;!^Z "C;31GKO]20Q;6:$-R00OK-3) M1,X#LZ!/C@!3MY^]?;E'SMO,OZK_=?5P;]?5;^\ M>[NS]^KMVYF&-ETD%Q@/_C:]_?%IQ5<@4X826#.A#0 MW(:@"PYS(:?ZB.=P$"8^'P7MSNH\U7=*P_K5IP=$$RC<<5@KCM/;PP4GH AF MFZOUD9OT/E=CV__<^BR/=L4H$_^YNT66^,H+SV8Z]Y MB?E#SE[>1OCH#/@)>*Y6+D$(T^.LHY.8J6<,[S 8A H4X1#S"#Z.1OGM\OG7 MD\Q)>=*ZH^F4=!-8$K4HCV"VP3+M@X)]U(U?\L,>@9%R> 0?P*6-3@OW&M1T MZ.$&@]/Q4:?]H#"7_<&7>KCKM>NGL_#SVMKOQVH*@$%K'P")@4CZH_-\X5SF M")XP3(9YKC,J4G]CM5X -\3H8_G L_B MRGG)\+9Q^&4VF(>) ,-_6'\+QHC]6HWK#6"?AL&.I])X =#)K-2/C6OBM#L^ MJJ\?3=P(UN>X.UUJO5C_O;&1JA9RB?IYU'YI6**P< ]!WMT^K(#:!%H S859 MJ5=B:UG7E=-&&ZN"=\\;< M?DZ8M'KR,G^,8:I.,KCJECXUW/(-ZMD9Q<-Z#Z[@3>"[>8T/3IN!8(6G:O_\ MPFV SBA/R*[]##?\^XS1]K=WSVD+EI/-KY*O=Q. % @*5G\/MG2;C=!S27;@ MJY]C^[G"=/@I4N,7VYO4U\R_ C_4:ZGOXXOJE]GSCC-0IV^;7Z6S, T9L7&4 MW[4[.H(+KG5,32=BN6&ZG;W7ETKP3[*\]M,?YS)X.Q7!@I<*\.BSI^IT, R@ M/:V=/O0JNZ#(+CS?[J?/8G_;?^244FVLSN5B\Y<(IX;R1>C9/VP4K$\BE*;H- FM"<8J>C=-Y*(?3&YOAT<,F/>.F#[[/= M3]5!WIGJS^ME\G:F)YSSVL';G_P,K N;3MZ.9M]]4W]^ M?L&4P7K=8[!U:HT&" E8:CP89I=DYB;8IK(BDA^CUEG>3+68.:T>O)D/MSU3 M0V"L2]_L:D>!.UG;HXCX_ M5=BFZDY>@/#L>2G8$U 80=F+GA<,8O75%\,9H/PT+M:__0]1?!Y$N;0P'T/>5R_F[R].(*)1.RY1 MRZI6=:G7%L/AD_4$])GPW?V^4V68"AK4'(=IN?^$182&VGK A M\)IZ@!+#(&\@_7'OK+Y\:FW\'2[Y8H==V^Q74T;[1[[)<$:Y2*?B$IM& M>*C>J$6EL)>B.D,QDV9W6#,T&"G#PUJ#[S5;VJ#U&@WGYE^!ZC[G&!-8--V\ MX689C4>-DP(X?M(;7V=/S>'XXO(RKG[OW^7WK]_]RV\=^T&Z8^SLC#) MLCE\ Q:J[\;1ZGAM=Z=J[,FGO>,_/K__]%[L_KE+WQ\75!CCT%A_?6/[MZGSU_??_MPM+_].WO_:8>___2?'CP+ MW_MS[_/>]H?N_I^[WT"-Q;L'N_2C=((Q,$90R(V-N8X&.2\2DDP3!HM3&7?) M;^L5T30*$94G7!%OLP.5.&ZTB?ESJL?\>5^_XD6WX!%0HSWPEFG>$C"PA)3 M0AHK BB8)*ZP+[<>\:?N&&[G;P"P7^RH.YK& ^>AC1?WHBWWZ< M[V[Y]T@_"_->T\[9>I/.>_PQ&D-TD!KII##B4A#DE,7(),=URDH621=))'MK M?3O5(\VB<;!@9N&XK$;T8F,LU9DDD_SAXK9=[_A9[SH]&O1Z9VAPFCV-35#A M$UB/X]E'V:G:#5W05V(V-$&Q&Q'T M+Z=FQTF>XYGGQ1XWL&X[;6;S_I>>F[-HAXO^FANC[2FK .]&M77Y"I[J.(_)11A^"#1ZFR5K$>3[OZ9- A@6:J$W&.WG5=@]0 M/;'#&BZ,-)) MKW81_'?2S0[A)AI8NP^ 1'+ +X?B&C$VOKG1:')\,O-CV'$5X#J?_1VV[B'5 M:"!3IFK<^,UVGS6/[[])?8M+F;#9W3W.CL;&'Y$'FO2R)SME-TD:#HZG.;&Q MA?4U8+BZ1%*>LOJ'5J&\%\^97*95 B]V.RLFQL%G_E$JS 5A 05KLHGA#7+, M"J2\,B9$,#"$OZ1MS);1Q8+RTWR(F-,!JB.0,,"\UX6_9T1_B8V*-VH(QP); MC"?9C&CLCF&,U3%(_JAVF +)C'(E^LP. -$F5VDR]$=V%-<#JULSJ^R/^DAY MCFVNJD)RO_ ]R$YGP.]^=H//9F4^*0V.UQ.^9Q^])#Y9XI PFB+.! -M@404 MHC54&<<(CA>=>EPX95FP5,G(50*E0O-@([.,"2+L);?DXP049\M_>"[I^GS+ MZ&APVJ_ZL0XRQ*\GL6Y.??'\PU>LHQ!P-[/:;EX?[3/HSR62FK5Y=7%IP31,@JR]8+29^&WN] MO" >4XF#Q;A:DU+]VE@SC8T00-;=.NC;_1+KA=H?M4JQ7% H5B>D_EVRWLS& M4H/,*\_W981-$]4:#^/EP.L]QQ7]40R3'ACX,T[/0>K1;P.8*]C6IX=%^H?S M+7VME?)/6^PCT4&!N>\0L=PAGG2N38(5 A$D$47PD>F+N[JT(= 0N.%P$8W: M<<(9HXS:B!,.EW;US*()&&]P6F]:]08[]?DUR;VSG.5N_Q*O_[U>3,\?9D%'^:_?!SZ(Y.>O;LIVZ_AF1] MT<5<''B\Z4%,8UXHK#):IP6NIL-/CVF^J(%\X9QS\SF[5]2V:,YIKE(Y^??1@IH8 MZR-,VT#?]3$%1CH+!_[O.CFMNJ<@NQ(G)^I GTX!SAO6Y3DJ70PNN'4W+HPTMK&7GA?AZ,-P>3-PX37J7'9FK4J3HA\V>]W_^9_3A8/#U_?%[OG?\ MGQZ8,J?OC]_A/;C7^S_?D?U??S_[\.F0[/WYOY_??]O!>R^GU_S??X[<<>CM M?WK=S<6-X)JSW>U?NA\.?L>[WUX??3AXQS]L_^=X?_L=^?#G'Y]V/_V._^_; M0I-*&8CG3#/$G.:($TR1]E:@Q,$2ZI0M#)MV>Y83ZV0VMJ1 MVK(:LQ52NQ]2FQ>!]);RF+1"!,-_N/,$."JD=D/W5OL6JBGMM\JD:W+A5[YHE<2ZY,F MF*7WEWLS''RIBZ%(+1%B+249AYAB, Z)F S*%6&0$? K2(H&XF1T M/FYL D4^/,26V=SK">C!?\Y2"4>=6=)ISA?]DO,V;Z(5_W@GB]5CF@?N??4C MEGDMKGV05F&?6['/0DMF;0PV5"MD:2*(2\F1DQ(C:;50CFL9+&SPA#RO?E@% MO/>GBA?PWC-X6]IYQ$2EF-N%YIZABDGD. X(>VZ)\TPGK3:T18H)1KK4&RH/>K%=EY;^?Z7FD] MOY4I%OOA>SEB34QAFL;.8/8"X*(7S^,*ZQ*!7-X\K#;_WH9^C1!.$"Q)Q!PL M'!LU#LG1%$%O)C+4.6-+LW<*V=Z*;!?;_H),K'(8Z9#5)485MJO=TD#Q,%[0PFF%TTH>[)/FM+GUYY(+FAF/N% :<1\(TH1H%*@' MO=)S0RGYD3S8PFF%TYX7IY4TV)7FM)91;*VS5+&("(X"\<15TX X$$:88=9*2\&[W+ZT3#/0'%T M2#OM0"%Q',!K(TI<&V8-X\%?*F;:6BM-R9]Q4QIF/.WD<-KTD?.#T;C3KN.2 M*^ITZUHQYWWG4+??F?XTF(QS83$+D,QM)/+5U7$<'PU"[N57!W?K#F/?ZJH! MN6E,;$K-U-^$^[5:*3;ES&HYSZH,C:JA/WXZ[=-9^^IVUKZSK\=V. Q?*GD1&.9/1>FE% MKHEN*=:1!*Y -[!!R>?3H>!-KO(**LBK:>VBFESJHGC/^-9 M$<"739WJK;KQS,':5PPZV/WVT2NM2#0""9' ^KI :/>9IEN@I97E* M69Y'*,NS#M5E7A[E7AIUE?K\6+D5X�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

9*PCLD@*(GYPMMG$K+N[ZQN49 :QQ)2ZI; MB:5*-EL_=W.;5_)P"ZP;;@O;^B@F]\#EQS,1.47GEZ^E.Y]PL!ST+.%)F3%( M+#)7ZCI"A2"$=^8_G,OL,*$JX\_-H,7!.2,+:;/X/!8-PO',HP2WZ! M9NW=/H*;SP9.J3\)L=/EV-!UZ=X#VIS^J'W:6S$MAA E%'K@JAS9D( MG&,A.7'U[!<-S$CU,VSY3GJT_)3L<&"S14C)Z:O

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

]F(I^]8;KPOY-VJH4IK&K%PCJ9:8%YLO.KYWT?^U M,>@N=*N&[<7)NO-*5T['^S"KILYKJ9TX6#DUYHUM%[O]^2CFLZG>8D^ZPTZA MKBX$1#_GW1=7--/,:_HK$\"G_ "[Z4N_[*998\S5& /7/CLP- :E)45)<=!) M(N/(>%!1(KM9'OH0CYZ!P1#C38 (HGREP MQ)U/>4)\1!Y[4 F8M"*7H='URSEJ$WUC5GI4;>7LI%'W)1FR8ICP2SW%7Q[= M[%\ 5 "?NI@$1])PBD!KM,AQS9!6- 2L,:;)9;JY7D]=1:BH*6$Q2L@FB],D M6AHD"H99L%LX1S9&BJ3TVI,DF,=X;8/<&4'6E]Q>\C$TI<\Q-G:Z@PBZ:R8= MT(I* LH4/J6]WNR5+#U]I38.&FZK5_S1'\$SQ_[<+MT8CZF6QFDYL.FTVV_E M][PJ5@)[7O7,K"*64Q^L=AI//F(=:'[#P?4?N=1/[Y%.0.JY#9KZ>M2;A.L/ M(W*]:+\CF[.%7]GVF3WOK_UKENZ Q.;VAN__NCU^I]8VBF;$645XFY&_Z/AG-ZXZR2NC('>(:CQ2 M=.TEQ]1 6Q LJF@515'9!#(B1&0"22B(Q."[EJ#?/8\.R[=;\'6;Y;K-WEMEO\"(5.W4ZZ;B][B=+&1$ .F@W>:W+7A/MK-6/X^0:'S)L(AG.<WHV^4A6>+;\;?6_L6;[]_>M8]V M]S[!];?Y]O''LV\GF_#]37O[>(OMG/S9GNO'["2GRH/.[H,)B'O)D;6"YY'T MTKH()A-W:QN<-+%Y,MU)ZW;,-6+>#V(RY5/02E$3&&=2V\02P0HKPXR7P=PU MC[]&S*>&F-/]G*W!UDJ$C2HZK@@$=, 1L=8EIH4@3*QM,-W46CX5Q'Q&W9O> M#%OMO-C2N>ZJW[*7O=?]ITP6>?$]G3QV*F"?!&6!"QRMEB+H5$RQT]K$6O%[ MEC VTR0ZP0E[IQB20EK$==)("XF1<(YQD[RW,4]'%;@)9%LWCUHQ#B8\1F,E MH9$2GJ1T3AL;?*+*L1PAJ161Y\K!TTVH4F+*$10D3XA;1I%52J 8+,/18\.( MREU?39-)7K>AN@^.W;;^"/[8.Y^-!=7-J*[-\TF>@P%E4@J<&T^TET18R[F* M7GM+:\WC6>+63+=J+S73U&I$&* 5)V!*@0&E +<,\HI@0%7S!C'&)96"LL[34#3= M%$V!'V&43^TEN9&!!<8Z&.V\(9'C0(QR-DJ*>2(41UJ':YXM T\4#- ?1$Q! MYQYU^0OC2.M@D0A"A9B4]%&N;9@FX^;I^4A^Q;;XM?#UD\:%976:K''A2>'" M3#?MY)SQ%&2ZY"JGK>N(C+&DZ&(9M;%*Y0:60F! AF7UWWTJF2\UC#QH5\<: M1IX:C$PU\>9%SF0$?8((4"^$1QISCABSQ%$9E;891K!L2KFL>5UU.L@"J="Q MWW]U;<'Z\W1Q_/9T5*$:O1X:O6:Z>#/LK";,()!<'O&H*7+86X0]IS37=(.D6Y M ?,%^'=M@QK9-%QPQV@2;;KEVV\H--JE!N0;E%0#E M1]9H:U!^)%">GH@G"!<>E%GL'9BCQ"%M,$>:!QF<2@SKD$OZ3?/_9^_-F]I( MUGSAKZ+PW+G1':'TR7WIOJ\C:"\]=#30=N/3!_]#Y&J$A<1(PC9\^O?)K-** M6 3";'5BQ@VH5)65^>S+[Y%JS;U5S4B6U4>R4/*X1[+HNQ_) @(E@^4._[*G M^7RS(/%^VMG]G[)14.>!C39[AS86 4'!O;+L&"C9R2R(WO8'P ! MCD?\9H2RAX6/O@/+'.1,32;D5G=*R?<*B_XH<=N T&^(VZ8-OQ,H-'8WN&WL M;A;;X+8UN&T-;MM];]SSPVU[#8JA#Z9BKE'(J,SG6C :2*(&DNB.73V^VO^P= MOL?P,UR70V'^;(OF(<0?\?;A%W$^_/7Q#%P0\>F?#U^VZ =XYGOX^=/!]ION MP?;9UMG>[D?^:?<]W=GM+F*Q4:R8L%PC'Y-"W"6)G' ,I<2%]CGV8G-#OVI+ M_FB0A1HLMD;P/>Q\02/X[DGPS4"J:>683A2YR"CB&5Q-:VE0A/-TK "L!>O MF&HK\U1J:,\O+)7_/2Y[]< .AYUAYLN\+#!_M?CW?\+-K^167U^ MSS>.S+JETAQ4&<$AEFI%J*,F(O&H M^'E-1D7#S_?!SS/(90('SI5#+%"+N-$*.>X#[\WQ=G^(L/"OL9$[ZY,[<\AHWAK%C:!( M*@UR1WF/K)<"F1@B28H)IP7('=(F8EW9V"8X\1"9=TUV1,.\=\Z\,T:#5DQ' M T:#R2TOFDKD0O+(1\>X(]8XG(T&VL9KFT[7A":NQWJU/=WJY%KK.+S9E)CG MX<&L+R)Q9?=EX]+O>)OJ M6P\;;B(4#YB_UQ>A:/C[_OE[:GT(9HCE/*'@\U!)$@.R(GID% U,$$DPD9F_ MF7Q(_/T<(A8[QW%@1[DYN)O!3UI]!VLJO>PWRXP\#P]H37;(9/,+\$Q3V75W MTF@.XXM:3;''$7GM*>)"*F2IL(B(:%0006D!OA!K"[PN@//8DG'-C)G?3+GRUQ])N&PBT8@QB-!G&&#M",>>8(YIHY*1?"+5WH= MV*!-G.(!<^YZ*RD:SKTKSIVQ%J+!P*I@Y&L=$?=6(>=RK-$28;#S##[,UH(R MMZ[,;"(0JUD+W6ZKGS&^FGC#G<<;\C9?& IM9,_Z9,_;;T7N%,MA8U_J2 )/ M J4@'>(\@*M"M41P:+3 IVHL7[PBO,WTK2LPFXC# ^;C=44<&C[^@7R\->%C M'#PG05%$L4B(8YO'JS",HA#&!!$-M1'XF+49?4HQAVN#[M3?:V#^?]P&/1W9 MN-YH2",6[U0L?I\U;ZPFQB1GD3&Y:U50@W32#%E!@Y J2L%\+@P5;49N75RV M=A:ZYZA*(TP;8?I@#:=5+O&V?('5GSJ] /SV"\H7W=,\%'/W M\U#>1#=ZB/-.WM?R [YWUNWN[&Z=[IUMEN]M'X(<^&?K[-/N%P:\_FWKS<;W M[=^W^-;B>(JC3;;SST>Q=?;'X=9A62/-FR#=18+SR4UC@C# M920AZ* -/C?0XL^=[=_1[ML/6ZTW;W_;O<&8DZL?.+_ @$60 FNOJ>)66T>X MQBEHP9.4+(_5^V%C43*Y;?:&L!$%CO!9T]OA%[Z/#=:!>(%DU ;H32AD\I0M MXUV@SD8ODWX: U'^[(/4'<7!$=@];I1);-@95F-/1G.S4IH!'[$9\+'\MNL; M:/&H1B_,#OAH77. Q7/9B^.1&=)EHKP7#PRETWSCMOPKVV@\$I;-;&46[\>2S1B9M9>W5T MXMMVCC#\_I[N_/[^;.OH+=XZ]*=[AQ]//[WYXW!O=_L+?':ZE=?]>C$ZL4'W MSKI?/KW9XY_>P#-WWY]NG_W1V=[]X\O6T?;!%OT GVV>;?_^GO_G[.VT_NWP M+=UY\WD?;$2O?<3@G'"<00HSPC&GB#K.= 27(&+VXA402AN([K' LC?S*!J! M=T<"3U!&'8@\(A6G7AFKI"?64ZLB(99<-Q9[?8&7.M]C0&=QT&]DW:JR[G1> MUH%:TI0KCCQ7(.L\=\CYC,_*N2;*2,JT>P$R35-"?WTLLNXY]" L,T]%TXMP MD9 BWCC!:02+S'(3J(V6>$5\=,$8&=7ZK;)&2-W>(-O89S@&JPU'1F1,ICPD MV\I $:<.RY352I1KDT]-2\+#9> 8M5!$"2.EY%EK>1$TCE[ !X3QL'XKHW&K MUF1J;.P;PHE-#CPJJR7BP-/(4(N1<$1XZ:@7-#TB29YQ":^!"_]KM?>.JDCR!W5- <.^D(D0P;'''P MU ;29(T>EC":&XE)I0A4 %J/@):0F$_*0^'<&O3&1Y(,."$>M$<>*()?; M?3+&DO+):4/X0PPR7F%,C*OK8+'Q-IYR&V?FPJS3$Q=*Z^H[;"R+ M'R.9YD9;N:B$2%@C;!*X.3[QC.I"4,*6T4"%-@DD$U^/:;$2HSRB,,:SY?PU M-<_QQ" M'W_&X? 7X$E[U(=%G<70 C.H8+67P9PI/CN\R)_NW53Y.#V--_5A-%)K?5)K M;H164((GF@R2027$>8; 3R"ZF #JH-(K)TQ!H:/GT[P_-S&0)\'$=V)U-$Q\ MUTP\4ZTA6 (N#BB)#!\/1XAT= Q1+Q./BA,GTXM7HJW%>;"3>V'BYU"F45D6 M]1R7UG'FA7ZOJ3P%"8@KFI 3GB"O M:>E\5%(^2+YM$",?2M]< W+V0VV8QS<+\#'(Q,_SLSZ)8R(R%#D#6\;D:A"E M">(Q1HL9P=[FN3U4MQE95SG(_0.<-8*T$:0/5I#>@5'9"-([$J13XY*"TA., M.<2IR>*32J1EM"A*IBBS.F :09!RU3;JUF,%'HP@O2U29,TDG+Y4(@,Q]H>= M?,TO@]B%B[_&&DRK9J*9+];OC*=?L0Y>[V1T\5?.01C=$^B9-//P9;/_'@RF M $R?(W*#:+\@FV"QO]CN-WLZ?/&O>;RS3@\M[.'BZU_XDBG=V4M65 12I3\H M9_X+T&XJT=/^IG6#)9(;2U"ZCAZ_X1K.:TE=%58V@!@<#:^BG!4WJ? M,WW]GU4:C16S@210/D)P0F=]7*5D M1CY2>^'F4)UOO^WL?B%;>7V'>1U[^T9*\'D314K1B'B&BM5$4202,+X%BXXI M68"8SBG_%E!?MT@*H(7/GP?QLQW%UC'0@^\+[5V_#X)?>RXB\M& @TT$ MV(6)4X195"#2$U", +)X*<[3Q7_#V0XC&.X@)I9*R=9/6:#D@"7%OV:Q-7M5 M^3/Y]>>7K5VX:/'3UCT!\,"UV%_(5! MA&MF7^'WR47CQ9:. M[>F4%H;QJ(-L#PRZ;C?_N>7M\*!(:_"I+9 T$,0&R.MNBXCR[3&OP*] .]'Z M@]8I7 @\$\%6Z15%/_U*82AZ$9^";FB! L[LV._-W+E\2[]L;>1JO=/6"&R7 MK#/@B\#%"Y?Q>=/C"%X.A$J,1^ 2PM?@.S;/?:Q0E\\M 2R ZHV!)VSYXM%Q M80)XG(^M^+^P+_FAJ_%(QBMW#'L3E>3&>K"Y-9>WP,3D-QM([LEXB^'?2[^:[ ?R= JW&4 M:7%46"_?=B+9*T54#SK//Y_TCFTG3#EXU ?>.QFU>OT1_-%W3W+DHV**&7K. MZN[E$W ]_EI9#)PUR M!;"Z>71?E-,0R)A M@_]/LAV\%)Q0"%DN#IG#'(^3YP0UB:*I:'29=&?S:1+ MJ&11Z+=K<;X6<=P& P@$?O6^YMPDHBR0@0=J(D(Z]$%+P0N5B82FI?O)+K-6D&Y2Q:_9/1< 0T#X?R MLK73JRR30H5KM M1USF?&+ZDB[UCESNEEY\V7?:I#Q!3HA6@+]"*I0M:#WO>64DJ\T(Z0 M3"_D):'G*WVN2R\+Q%*%0U:C%QXSN)VDA'&2RS6U99Y%HR/!*G%"&WJY:WHY MW=[=W*=,".F\03)R@3AL,X@6^"<%^)E[(E@P)3#P$B^U#B^3(7*M-N++UL?C M?A41*%;=(/8JK\2V7A_8WN=)UG;0[[9^ LT88@*?.9P+(_S8# M^$;\#E32R8HUIV#ZQW7X>68AI5@BWQ$6?QS]A79"]08'_6Z(@^&%ZKU$_0[L MUUB];[DW*.I!MG<'<6YYY<_')P,/ZXR5S0"FP[CIYG)7[E8!/,4I)QG>..?- M6=).*J*3,%AC#IY#:/CTKOF4PCKW95(D"H&12N#*<28SS"#\@V'[, TBFA?JTNSW^?S]_!1ZW/ ML1<'0$W3]ZQ?O._@M$K>KOIZ$7@NYO7V!T EY=$Y'3GU@<8"[^*G+=NB\7/+ M@$FX8?XF4$NKFP4U*9=C3YVG2=+T%/M'+)7)5L7"Y4\P-!?'EX M=,D5G7L=6/_2@\RKRQJK=[KPNI--GCW7:HWY:9FSIAO1OO0-RV_]89R[U5/@ MNK^G1&Y;E:XJ>;?O/AY/22QKN4[J^(KJV@L9A#%7#)=3>)FX/J6]\>\SH:BZ M/&/^F/J_M'[J_)QEW\E@0CS #SG%[H F>F!L_ J7P#4YXPB[WX$%Y1C7H&1 M6OV<)\^X'+ XD*3E9>:,C':^=,8 *+_E,$*[+,?;XUR)!2?2]U_RAR6<-OYZ M39'50R92&ZXZMKGH$Q1!5<'6*T\YBG98R:K3ZN;'@WZ"_Y87@#ZEOCA41Q\+K>NGEK91_F41L S MG<*EM9#)KU2MJHA%V$S?_QI[<%G-VQ=+ D'1>I-C[_U>6!#+#IN''0=?>OG+=SJ]\.$V=JM=YV1/RA;^'<.I=E! M:/U?>W3\:^NO?G\PXIK;Z&R M74#[UB68Q48YJD5QB1M/Z6"JIX"#X&YA(A)FU=,Y05"^YF-F4* >-T=+"T\( MU1Z7OU;N]5.@G-TY89LW&D0#[#@L"FX^ *WX-0N(O..A.K_VU&+,LK$04/T1 MD$BNC/8'561SLG?M5K*=;GX ;&N6IV,1='@2/A8IH]TMO=E<'(\\EFP M9=D!G_C3V@SJ#S[;7N=L; 1D)5U]=6:Q=3IA&2$M2Y%<959?;%+#^HJ5T"X! M8Y \\)W MJN>:#P?(/]FB^:#M1Z# MQ,\>?J4!,F.-">"I<,K05J7F%R0:AG 0E5#KQ=$T+U;;?N,-R^;D,7SX'1SN M0A6K%!;?,K^%Y*)O_U>]RG>#_M'F,)<;^KB39IN4FE+CJUW^C]]VWKS=5UP% M[31&$I,\72Q0I&,2* 7L=)0FJ!!?O&+F?!AW7&H\SHR" @-G);,SZ$DXDO)3 MK'5I919.2M/C=]!XPUC[C&,J.QE6Q9SSI'AAU"EGPQ9C4ZO0I8C!:8%)P))S M[KA62F(;@ )Y9$+5@VRPH7HY.>9LZY_ ;_W! MH/\-7OBU/88/1Z<-75Z#+D^WWVSM8Y]X\%8BZ7(9@20>.99 0FB'M4[!N9R2 M6I*-FE3 AX']UDH@(@IA=.I#"=F-*6?1*LT[Y<.+!S=D09A.:K-L)D0+\C*= M3.,)2X=2MNMX:BG_K"Y?E429U$8*F>"%"<."HZ2HH\PZ*8C, MP5+]4E],I$ _,UG^EAL+C.$,=5X^J*Q=>0V5D9HMF'&P;2)[I\(VJ\81];"K08$J). MASQ 5""KO$$"8V%"$,+ELESS\GQ4?T*FI<-CD/L>LYL:QL'-"&=PDHMH__?$ M#D95"".?%V7KF(<&%F,=[Z>1M!*$&84C\8NWLYQ M'#R=B%9)"P/GY RH[Y\<%RJOXZ"U#)X4E\>QT5JD]+@>8FF[1/X@=WRTJAC1 MVW@H1<.(IM9'/ M5\OG/;KUQN]C(8AUWB+KG0)#(DAD D^(,^,I\\D&07.#$;M8/F>RNM?#WQC3 M='/Z5YS^]IOW9.ML[]OV[L;I]IG_ON^$\$$R@RC##'%C,Y2'/L3/)]V*'/^> M\07_+D4YHYQ"W:AJ*HEAK+3Z@RF3;>NZ0!9VQBJ4%=.QE3,D%H;@(P5FE MA8A$!(,YEB8'F8G"AC:H*NNUM& M[_<9"#NF)4&.*(NX2J!F.'4(Z"P9G2)- MDKUXQ984J8]MJRI&L$B3.=@0UP3P<$<4T@ \7$ 7%.B"$V>4)A8)+3@"+2@0 M>$$*$>F8$IX8I?*DA^68#L>E#1#.@=NIL9+O.]Y<2Z[DBUIQG+UGX MY4 04RB'>?"'.>R':V;-5A%3W*FD/%9,4\F32M:#/<"BYI0+4-\N.X05$:)E MU'C>(5R>HZUXJ,G47DVF'T^W-_9CSL<201'G.B$>#4;&68J4)3(&8R.Q67P1 M_?(\#.0D-C ATME*@',"+>>Y2MHVGD^J6@]T7'D>^4]_GV04A3B;=[@XY_ $ MC)NE"J#$VX;^( 8P/"K1!6LE31%G].0+!G"F8C6!LD4IA%?$2YJVC-N(@$^XZWW^RY&XV-RB*0< M'"*1(6L(12"6C7312"7XK2%5SELW:X%4F6)_C=^F!O!GC/#O/V^=?9EWVJP6KC72*7#)F%$7! ME60I26?,Y5 EYZET35 E]T$R[_J#=YW!<-102*&0G3=^/R2J!:$9JT2Q/+N% M(IM,1G@P2KB@DW,VR]0+S/_G#%6BL8LA2*J3Y9Q8E:L\N//*>^QXX/''2+V= M:=;_65-S*4-26L=H8T0^2)-]!'!E30R(!1\8$RF60KG; 92(Y\H!ZM/(H6:0^>-4M *!Q;05)<'82D MQ]4!@D5_O=%X&3A%N DRP^8RDXR?DPVM00 MR(]?$T+)<@_N5B&P]5F^#>->FW$W3^$^^X()$.(&A'G,47 6-=(!>R1P\$YR MBG42MT8E.4^^=X!*TGK2T? 'C4NR-/2X!)>DO,DRB)#/-PJ,-?_(O;PS8<0YC(%N5$VR.3$/V>M@<4[O4 MQ=A;&:.C?#T+L=E;/#^8CFM(KQJ_(S?F/A4 C\J&Z%=G/P<,,ZE[O1S+XR)C M]+I8'E.BNPFDQPSM/Q1T#WB#I\ 2&]E7'WI0A_D4'9!J?OE),*'$E&9E2P.( M\%S+O^;ZA,YVWGP1CPP185&$O6S=J#T2K$=?)&-Q*F9[)9>6/HU[)8>7-DM6 MT?UR2XJ):1>C8*7VN=L%@YK>R1MRQ7M8[\=]XC0AP1$4;4R(*T:0#HHCC).P MGGHM=9XUPB[!76BO5AQ+' D9TYQ)PEV@)A)AF!$J^I "9>6X\?BXS\]3;X[[ MYL?]9=\%![*.RS1+^7Z^F.CXSP&)360&?FN^):( R[&6_LXSZ6 M4G/A-;*1930G;Y!S)"&:HI0\PS/(4F/R\A+[^J+LX\D(W*"S3%)S?MS$$L_C MVTOK0*J=O6^M40:MR?'('%_,]K>=XCU].^CX@RS.IKXDR+.C?HFW@YN=066[ M_6^/A!-7%)07.R:/XW6O:J,=>RRMRDTA>E[8E(ARU5'6'W>U]D&Y;1Q-HY,? M0(\4&7W.=9MMLUWEB^,6W/9E$[J7)1'LL(9ERC4 /XWZGV,)UT^*6RB\!:6E!J3S:;X(_,9^>V[&]^LZA_"NZFUJM_[\ M\W4UW3MG0L)1IY?3$P5^ 5BLL-=A'S8W5\?FQ-T@UUL,RNY4?W?]_I?!2:\' M?YS=S8HLX8\;G^?W"[[XNC,"&N@-6[^=##/4WG"\*OBXI$V&M?"87+B1(_G3 M->>(>%GT\+07ZI#\JJL=BPT[<]Z#\7DOT_;3=-ZR;PPF;'A>/LU.>M^RIRU= M")DV4!E70&60!BKC8:SE!T)E7 E]L0"5(51*.GK''!:<:&6]",XI'RP-E&'R M@*$R5@"0T,MJQL^IOM+74BFP<6#RQMIPX5X3S(D5]=V")LK?&ZNMA8_&:<1Y MQ5'5JDQ?Z7@ AOH MKMUE-.G\'+9GB]BMU0"3H"ZP:BL],AP7 5X>007"+R; MDY%'_3#-\E8/F0:!GY=T30W.4O-MZ;PQ9O5)#Z&CUVTS!:9:W$]5SU[SJ2[F!;K5>2\W[EKQ^FC MJ355$=RT1C7#P1S7SO;U,A?CI$?EW&?(V_.FC)\Y!K<:U/W-,F@+;5'+4F@; M/F.OPM/?Q=)F/B:N!@/FNEB+G_'VF[?[FL%!2!,0M4JCC%R,+-$68<$P$\YI M+]CE2;3B?JQ"$\%Q&1*%!\3 E;5@-]#HO?8\<2TTG]"$NJ)@>!E=;-GOG:.3 MHR:O>C.*V-W8SST[D02+HD@><1,I,M$S^-5)KZ7T3&88[R5=(Q.2 +GR0X5$ M0Q!W1Q!^GS&LP5W-0.XL@ZXXCHS2"DFPN4FR^:2 (.B5F%&7***Q33^L55). M2F1E-M%.E58;*[RJ(,=VP9::-T675#YG>VTXKC6J:C:'YZ$9+EG;3]-*JQ(C MR6-?OMI)7G]BSF:#<_:J,3+$^!U^;M]$WUY+C^<*\E;*P.-P[2J<)WUT,EDE MDI8\::QUH%C*%+51*0I=<=X57KX3WN-;AQ_WP>&G"CN/F) .>$\Q9+R1 M*'@PPTE(W.4H_&7JN=2W'E5"<%40K+611_^:Y/%GYZB9N'$]ZL@Y&DF2-R82 M%!0#XXV >#9)491!< +GDGH903)?HJJ?@BMZA6X!=WRF$<=-ZU[G A4+O2=+ M0]GS0W&K<$B51Y\T])R6%H%4?,4";)6KR*J.D]'II+QKV/IIK*GZO6YIXIO6 M^AZ#PNJ,L@M9*N?GBG*KXOZ%*PH0Z/DB>+AJ6/H30#/!SZ-)P\DDGW ^YC([ M[387WM<1[]RPXGU5##N(/G:^9LW6+N7L^>H3N%%)U\N MY6P9[J! ^PWJ]ZG;5LI;Y(C\S-6+C2ZQ]%2445KCKW\#SW?2N#2N)1^_<[ML MQ;@Q"?;?]CYW8.WP?J"?"R);NSH67Y]\[N6 #^.HSF_7.KDT899=.3K*WG9I MF1R KN[:SE'^^X&%;\!FV^.<6^A,^AA+/]9Q*4+-BYYV0L%N]?W)-+@QG>@Q M663K)^"A[A3'?!E1_C6FLM=P*>P!O.=\MJ4TI Q+I )-2+(BK;H0: E]9OC% MVU#D3QL_CT%9IC<=0S;6S6T3_CMM'<1N89[SY%F^<)X^IPPTQSO=K#_L:#;L MYXOY6%'^!"8F:Q@0(?,R8+Q?O_V\K*6DO.?X9.HNO>FO,XU7UV2PF0+^O*SC M*D:TE%+GZ+-7U;\#@9T,"CKA<1\HN5/];=)=,N'Y>J&QD-')K#3X*9>?Y]W- M.]2NVUT6V"W+@%%G=%)H]S*2^[GJ^H2;U.\$ZGSV6?-T/'WU,1GE*8J#S%3] M;[V239O]=FF""WW@A]Q ,EE3#O^.GW\M.WF.@18:>4Y 7K&A^)R_9C#PNV,Y@1Q;@R+ROXX[A M^:KENEZ9/07;97:Z^E?;Z=:]B.VKZ*?R-NLB;WM>78$ 2[6M7<.$UPTU55]V MX?;ARJ"X7C&7#$O>$<>)PU8H0HV5GCCP1%2%S*P)G'H3J/FA[L 7OIUA@1(G M.AF'5"R!&NR1<%G.8&81WA$V!> M&7V>-[<>N< HMMY12H.78#-'&T$D16JD\5$[EYI3_P&GOKNYS[. MM$@$4-$ M7$B,-)P#(DS"HZ8XOUGJ*-\9U [-( M"H\QD0$,0)6 *11(3I=H,)1PNCI]+K/0/Y;%CNWR:9W7N]@@O9TGV-SOOA\L M%T:PB'#@0+ 6!);AW('[@N',.'.,V2*FEF$UCDK0HF2F:XH,MC,EFCFZM 4Y MNQ2^55'/:7SUW#B3JGZS4/)3",=QSA,YW#5QMOR M#3S&/ =J5KAE/.VR3R#A.KV2O4Z=[QF$)E+.: MU+,66\I [,N,K,BMU52ZB$,R,E IKXYLY4SWN[R^UV5YK^O595BF_D2.X6QA[5+:@*( MJT;0J_&(\^1""M21=[E2A\,*CNMRK7MYSOA>*6E9S<3;\C(;,^\R59M3G=F, MM:C!8MZ2?:*-!JH#\^M9"O.E[V,(\67).?'ETSJ M6<8E*3^-+;/<_S/&@VB,K_IY8M 42RO% G=7&=Q5,TS+=<$HFWYEK@!B M26[65O17-2J%$U^5C\[,&IF\\Y3I)E[DTQ MI99C(DNO)5NROUQ#(8;YWK,C M.U\L_-6"(7$R9]=G_(%QT<\L\/H$-W!2L).-D6YW<@)SIY)!NOJ#F $-RB3$ M:<7"R];.@G-U#N3Q&L7)=:UT-1X)GCQ3 7,.[W$6A;F81^&DU'"!06['\&(S MR(,U+$/E@HRQ)Q#U7"&K5);[+ 8:7[QB$^NJ/J]7( A/ MGP0JSHP!. $)Z'9 4H1L_8S[[=N3*IH,M%N/-#ZH"B$G@9=NG"9(I^B#_0O8 M?VRGC#5=I1CNOK!["K-364[UJ_Y5O^EN?RO&T;L"=+XSE35-R?]5$_@V\+[F MWHB<;]=<1\254TACKY TS -_>9)H>O&*"GT9W,YE#L;*B&\)VYB8X,D'R14U MUFE-@H)%T4!L"H5$+H'V:TADG22R^6T?1ZH55Q9I83@"AX<"B0B'HA9!1&Y= M8A+DK>8W)!'"8\ILZ/P@2>.M06[P +C M:IL2I M[[SY^'W[[.,^M5I@R4&;"!(0Q]0@RX1"N7 T$>:X8:7/\#+=;*B KT&@2[1^(?502LS.0\;>EZ!GD^WS[[L1P_&*DAMI"W) MZ)61(\=%;F&GCC+KI" 9Q #K2S"Q,_WTKRIAO;R!8PPF4Y5J=+N3/K7SB?0+ M:'P^SW #:%7OI 9U)8/0G!,LK=(R:&5T'MU+G9Y0Z070[/)2*FVHI4"[X0UXHPF7$*CI2JJMO*6W'@W0NT]HE"G&9XW@!"Y0X M?5R-%F\8=F#G='R#Z+L:U9&=-WX_:%!51FDDN:7@0.* \E$@0HSAB85H P4' MDEU"=4\A;#<'9@V,,C_;N.INV[(#L$O8TE'M*YNV0=%(?3":80HN@3"2@1=! M:.8&2R19F): V578^7_5=M&[0?]H?-X77!@:DT6. MI!Q5L19I;0P26*60/+':^1>ON+BU*"X]CL>#Z&V9_)<3/O4,OO$,P'X>^%+W MWY[TZIS)*)=^%>.XS@Z^WOGWYAM$#)@4\-BCCI^,HJM;4ON]Z^&SKVKNDF"Q M5]C;J!SGREG.?% !,_ 6P-K%54 0RZN@V1LZO0:=GFZ]^?)]/Y 8DA(.@=T& M$CLFCPSA":40D]/2&J_C5<29$W5+-7A[G)VLW:=<F-+/$,)@7B$"XI3WY MSF/*RYS\"VFHU BBLSCH/V?RF;,XX>=]0VAT3A(DB06+DUB)'"8&R1"IL]0X MGV?&]/KGZ6A96GN9P'OWE,H-%L=P74O"7W_>5CUI"Y@LASX*HMCWSE$UBW 5 MD>R("P'L":R]XUHK&XBDE$>)0W9S>3-VZ\[$\]EGL9^D9!EG"7%O">(4.V08 M^'+.@Y#S/H&N#+DB?XUSF%+ )K#L-@7*-05E;,&N3&#"$.:%H%=,WEHB2ILC M7[E%>H]L'V[L,9>@'<")\'=A'-0>TFL)CY7X?W/%E)>.7LFG]+L M_)G?;.]+N[5=,JRVFP>[]'VGKE>\9 K-W-*G*$53I+,I_&J%B#.L8NAC8+XI M:O\$%F=%P!)M,_XQ<)1UAOML0;M$"3B_B0I"C*K=WZM!BN=K#,%L;D!1KS"V MP(G!^TZD&(R2"(PK4+?,4J0#_".HD^#!@#LLS)5 MJ((.[):OYM_F( ^K214YE[3(@W,X9Y>+R$L'65TXK:.\^U:92I[G'O:Z\72< MM'IW4ES$F1E-%['T(]%,5Y: 7@7A9F^+/SJ]^04 I/D1"PBD=1QP)0C2C]MMBB*Z %WHIP.<:P#*O$*/SS5I+?:([ \N<0<5< M/J5J=33,*][V($\OO P1\]R2577?"J;ONN4I6>D/\HC%,J>J3AJ5)C6@W&ZW MXO(;XHA(F5(P\(\'WY>"E0963M0D.&8U^,2JCE2!O8R6&_'J]^<6?RS[LC$.[N?^;Z7"E-'//(Z2;";74)&:X.P MM8D)'+7)K?<7H!O5O NL#.97X?>Z_76, 3ENVAR[5Z /A\.3:H)FC0O2GA;T M.=NM((OM:2G*!9MY3-E/P1J\$N_P"FYT_9(,GL$\G,1] *HPPQC. >0 M;5NIV^\7PV!%$+O;.KWGF^K*ZM[EY610JF?-H&3K\"/;=UZ&X'+W7$GR8OC) M28(1QLHSQ0.GDEP$1)4MH *+>;2(5[GR40MX<@;U%8$8;C"S*II(J3","NPE MO4)>-[AD-Z:!+*0-3AR+B+1- 7&3@QO*$$1]$M@:EX3B+UZQY4)Z0@/7@"M< MF2P\3TD)%1,QB0NBK0M$LF2#Q2Z%U)#%79'%V1;?)TYI*2-H[%R>RQF(!B,U M18PZY;7U8$?E^2Y7D,534*W7L)EK<*Z,$'4+=*YS$VP?*"A7:>A/:0VP7$^ M.F90],?6Z,3OO- #[%R,*7&=J0SP+/-L:8B(\*XP)B9\,3,'&[#AJ MZ_I?RX&T=ORH7^('N1YI5@J68M/\AUX<7=V"56*CLRU=JY:5WFSXY[0MY:() MA..1H#J:S,,,4Y.*Z@ZIOUZL7DV- 1A1[@KFCQOI$A)>))\(8&+=7 5XTW:4W M)",&_LV^ \K!3##D=89_U!(C1QS\HX+ *:/T$/L#NO'F$$C'QD(AI\&XI^WB MCJGV[$=+R^SGQ>B1#7$F7C;NF:OZIO)]5B%?RX45B41-DN2"AES*JS@+7"46 M J-UH2>O"SVO+L)?UFK:%.1?DZ9Y*?_S@F#B'8+_),2]R\5>+B)#@P_"*#BE M#,=Q:3E"54+@^Y][)08/5EPQ?HH# 6OGF]<,!4!L>= MH:!KM>"P8(*]2-HYKUV(UR"C(1@T\-,B/?V>89'_A/7'X4[O[=S2=U)#6-;1J^K2(Y]O!KN-IIG5&W64/,QZD/>J.C:JFK-B+.RD=Z6< M/@=G^\/1<*,7WG2&52%M0W%7>XRPML./^TP8:5ET2&JM$0>S#F5["[%D!"4) M"R^ ^.Y3?S1GONXS!Q;D8+A'%*3)9ZY QR094'3:2PQFO%1RI3-?NP)ISGS= M9ZZ=]U(0A0)Q8$9BH9%FN3 D86ND[;L^W=O7T# M#K%-02'I"8@PZQS*9X)"\CK#2H&FB2]>$:XO"71/$\M7U+",JU-2.CG$5&"(8HXU1K(37. M@ V$B2OP.ZH9O#/U+YV%&JW9:IGVN&7N8AS8DJ,&\NE5I?TS8,@U_=8E-E>0 MZ$_9E>RDCB_-9Q5:1*X1&U>HE=JHT FE-BKW]G8R#XSB]6K"?J[?8Y";VV:2 MY_WS[#7_^O,P=)/$I[TT]3G)F-\\\;D&%FP2GW?(DGS[<&_?VI#'Q!DD'5? MEPS,6V_A5ZLXMX9RA'Y5=_U;!&EU)YLB7XKKI,[.YV.SW8Q8^?;7F*6D[=;F<^ZPJ#)\ M__>_B.*_WNMANH&MIN*"V/V22\D[W3(POD X5@@KI=NUFL.\N\2NOKEL77NP MJ('!7X-(W?R>(P8NI$"8I"A)(G(MB4%6QHATE-Y(PBT(5;!RR"4R=6IC#V%; MJ]KWRCNK;.K0_]:[TJ"^1EW>139/N?]]V0VWA-MK[(8[)O*SK3._S[D+F*2( M @\><0U&O=76HDAPLDSQJ.,5=L/^UD&OVT,7Y9/>?!H'_R^6!9L_YJ M#263SH1)D7/-!V#-'$]L[)>MC4M&>,U;V!E%8*54CPM.PX8IXPU/.AAM.*&2 M!,,\3]%=-?*M*9*^(1F++*N%<))3$-/!.7!+%5'(&/A)VH@CT8: SY(]TLN+ MI)>B]%XUI&0RB>?.*^HO&-@T4>VO2T=/@^E\%<' _^]3X9++!".2![GGN$16 M18^LQ58R%L (,RNE@&[&_\V1KN](0_!2)0$R0&=,66U !@2>1Q)@R\&B)E*& M#"/:B]?(Z&18,-\%H[^"B"@9VH[1*8J6Y MQ%4WVV49AWHJ@LW5.KF'=J%](]ZE-[(&@FJ\D753ULZ;/;:?F(\\>HIB#!1Q M!D1ED]/PC]!$:5"G(5['!;F@YV9%"4<?-[(Q9 %1# 7"P%OG SB+CS_MV[??[EW4>-K4=,GV[MP M[=E' N(%?_IG#W\ZVCO=VWW7V:9[W[?^V03ELR>V=S]U/G461,WA1P+K.MO> M_3>(EP_=3XOM]N[?8R%6 MD\5"5\C2?I"KES"_9")SW%)P("J?X0,U$Y8J+5.TW$1)'W#_R(IB$P151G(> MG;;^@KW,!L*'SO#+$S"W+XE3+0R+SHY*C2_=+U"UU7X,O]GC0A995PY+$GN< MU9Y%"Y@* MN.UZ?8^K3N.'RSBQM;%/.>@0*2*B(8_DPX(AX["![2%821:%"AGIG9I+!NO, MC\T]R4;5A80%1)>QH3[G\HOCTH)O!J4>C;CTVUXZA;;X!.66(UH;W)T%42$YY.P;Q(/:& M^9Z;/=B'V/HI.VT_MWZJL8D6!I 9I==L)FJ_'P>23G,CRE; M%N:6-;)?8"/*C(.,DW3-;W4RS;;R+/>,T3WHN])*"H_OPTL-7K8>![6NJ,?K M G?00!/O C1Z'&;N:F]MQ]4HEQCFZ8D.#L?($JYYEEWB!4P>G4[Q9U^5/Q MX/LG\$)A^/,O:Q$6$P"$41%%$U %>/8 %="\XV'\9?S#KQDDL6M/?^GTREZ5 M+RW6_\!3:NP!8UX*23+\P&@ _Q_&MZ^1"5X69()_C<+YS[A\*2F[\&/\DMSP M,\'XC;YYV6(I>2GEQ1\_K,42^E((^9@6:ZYUVW\5$JO(#,@UL\;_]P*DT 1% M(^34[R^X18Y',_=[.)>:J[BKG#ZND6DN2H:ABL)">9AZU]@ M;W5J\-B?6U/=.ATT=^]G]"AV+LJQ7 _0?U;JN MP8:* W";WW=^?_=ECW[\]NGP_5F>M?9I]R/?HW\<;+_Y[7"+OB>?WKS_ M]I^S]Z/MU_C[G[MO1UL;^UIS)GUTB-O $2>4(*U#0%I*HX1*AEC]XI5J&\G. MY;:JN-QMF&&L>%9@BD8T-:+IZL)Q:962(5(K-?=)ZL 8IP9^$L1@FBYH'&E$ MT_V+ILY$-&%F*'>!(>,U0YPKC^"WB#31+JB4%(DT]Y^TU9)Y#_V-D^S6^\%)F2==A7D[\6YWEJZV MLTNUXE(FN=<-_FF5%EL2!-4A6:Q+^YLC(IEE^M M.29,T?#RG?"R3IQI#$Z,2IX[P8V.FD@N(A4L@4FX)CMPAI<;=EV-7:?F'G$@ M7C$-R *U(JXQ119SC72D2N31[5 M@;B#..Q=W..J[]61^[H B %AA?Y)-N?&)W6]'.83C32L:W>>3)#BAC7]ERBG M$H\8_CEU%39&$WUU;?VT$:B-05Q&H6CL/,C3DP*%.V,$NV>"8LRYB M;]CJUGXC4'^D0)WQ!:+%3B2+DLFA7Y411Q1WR!)+O:$A>))*Z)=I_C0D:G$G M_E4*NV>[O6>;6G]4B\9K.SQXU^U_^Y_2L;19]_=O]F8Z@$IL_C"K(O^?&_SK5=%LX/S,%H.7#WYZ.VGJ_JMJZBZ 1Q7R M]O=S@?$;GLADF_GCW.8_^WXR*VIAHR\T(=[6)L0%V[R6K25BL;VE-B+F'8Q' MU^1R(5E?O=M+NF$6Y L1/TB^W,VEY\_\O$?YZ Y\+R-8OCV'8-GT-C57GNO6 MNB]SX1JMA(^.[];:C3G[]L]Z%_%Z.W^?Y9Y>DQB?Z]ZLF<2>TMX0LXK9\.1Z M?)MNWN>QPF:1S2*;_NT[[=]>90N?:(W(TRST<$X039/C+@^'B<$9(Y1(F'%. MG&7RNI5S&WW?R;&IN8SWZRK)#)M^.-IY\X7DTN^MSDRG!IP:213YD#*&>,+( M2>P14=$JR0AWH:Z?.S]IJFE";J34PY12/B4N<.)1!,R5IEI%QK%R) K&(X[7 M+4=KI-0]2JG9?C(N,?R?0BX#)/!('#),2I!21!ANF+("I)1I:W)^7,^CEU)/ MM<7E=7]8$E5YEFQCA#;B?84^X10I2''EHI5-.&O$V8\29XI;Y37%P67\!^>M4"Y)*CFWWBMJKAI+VHBS1R?.-B?B MS%*+I4L6T10MXMB#><8-028$#A8;94[''$NDYKR)=B_B[!J=7\OG?L[747%: M)7^.ZZDYOY0I7T"AOXX;$8I_,_/%NM843[]BW;#?/1E=_)5EG2SWT72D^,)@ MU)E_#R859L?V+KW_A2Z9T9R]9 M45'(\VC*F?\"U!<'^2I8DWTP:VD=#++,_:^K!]"J%Z]*:V".MKS.XKI4.-A7 MRT[R47;"+1\T>O7@T!T0#Z5)K0=OTB*T&@ WG)\YE[&:Z]F D\:WTUL,E+Q1 MQ^CU)DO.#/:Z2 V^&_2/9MM)7V_N]BM-^A9.,+].V(ZCJHQ\M_];W)U.C6LF M55[0=WJVM;NU+[T*PC.''#,,<>$CLCI(Q*F/7B@9M;0O7K&7YN*!\L">8-Z, M['>G8PVEI?YF>.A-?S9V>RR9.YCGBU;3#\'*)LCO7>'G- MB=<,O[B)0*F5.LKV_2]LN8BI_M0!,=@;_8+R17MLRVQ M_6;CV][1V[.]TP4^.]IBP)??M]]\@;5]A&?"=^E;L;/KR39]?[9UEM?P6V=O M=_OP/V>;9&OW\SX0F8C2^SSK6B!P,A+2VC,4";-6&\=HXHLCI)6RV 5*HC., M"TTMBTF!;R(BA[,$JW2Q'_Q'G&H]:[[WN3G7K<,O^R1$AP77B'%)$2=1(Y,H M0U(38F,,PD9Y?C0XXQYK(1F)/)G@P+4$R>N2\18.2"Z>ZY]O-_Y^NV1F^+BH7Y")\/8^NG%AYV/+W[.PYKCJ& ) M=#-?3>![3ZNIX2=N.+*P9;8+9EL>HERNJN *OAUT_$&K,\I3:RU\D+FTG;$2 MK,^/+'/*R@#HC;]?MS2X+*V*=:L_PJYTP.K+8U_!XSG*JG=B418,!KA?T;=Y MB/-DVF6_FJ+KZC%HPSP&[='C)&6,CO6"T#[I7=DX$M^Y)W M$>X[A)?IC^W?/#I<$8R'-Z<^RE6(J]47VI_3R(L9K2"?M03?^=;M7L M,B=[UA^\;,U.<"[CUR=&RKQM#7\==L"A&9:C #,G?LW/3M409SA#WQF K9J/ M+,_5!JLF'^^P#"TN(,VPE+R=HYG1SG";XVK8;K6B_!HNCX[.K]W)O8Z7?AM^ M^!I/A_7X;]C(RI:"3_O=\L=,;/F5,HO"0ZJFRD)U[5;LE/O""74['@@)'M Y MJGYNEWVS+9#ZG7XH;<+ (7E7XW; M"E8<+&V06096!B?91Y^;7= J8(%3!(_-^3SG$FQ)>MO_.TZ_I.G0HC M!TB_3*4^Z@-_]8^KR>S%8>O%;^V*/\O/-7/FX[5PUC;O/OC#88$[BB5=I0T_ MP]<&15K,[1[LAD>=[^B@$X *?GE&ZAKN]WX?\X!)T@G,KH@1#THA)WQ"QF(L MX5<3C'KQ"DZE)F XC#H+>XEI%33S'$OEK)<<+#F7 F>!BVB3"D'9V>+2JRVJ M#]5Y[\)QSGFN^>1^"2>##$SS[&RM+WSK_3[8!BP&JY#P&$SH"*ZJ]A@L:J&< M$\G#F9H7K\2B751!^=03[;_'@>]4DK!BFS%[C;DOZX/1TBG0PWXWMD)GZ,'7 M+; )F;^S8JR9N< 3+?!COP<,6+N_A6-'H,K]P;FGVC))V@[[/>O@&V-! ZMT M,4O^\;I#Z^085%/UA.Q/1U PE7AY77^GEC"V.^Q/Q]8E!D?1,KY3NJ0S65;AEUBT2<++-:^@6;,]Z6VJ()XW7V7;ZB M.I$Y-06[WNJ/V6W!TNIDM.*300&EJ@&@+L5_JN9_/Z" VH>LO7;2QV&%0KA3 M;\)F[VV]!>_Z@WE9L^)(@7N/D?UPN?.6;)^]W<^(NSI%AKA4'G$A(C(BI+P_ M@4I-)5/TQ2O^\CS0^#A&!J;E)9!E8#XXL'ALQ:0S4;.:EXO2'RW8O4#[_J1P MV\D(_O"U,M!/XV@B%T)%H9W>C'W\\IR7> XRABNBK[' MX$/)[@(>C%W\T)O"@U'S$D3F(UDLD2\Y?RP[6Q9K5D%>NQ]HHWLMA;H>BL#K MN6SCWJP:EH52;=@\68>-Q=_8]BD=?4 M(K/%;82^I \=8F#B%/\P6??@MN!)!8GK:M+NIW\VZ=:;+Z=;NQO?8#UXZS < M[OS^\=OVKJ?;_WP\VS[;(EN[\/_GYA#\N[MWN/=M9W?S^]:;#?+I\/TIK)=_ MVMT@VV=[Y-/N%@-'#];W\1LX=-/&=%C/UN'6/L=.<8H="HSG> &QR%&N$7C1 MSG%,:3*XV?*U;GED/%H9+3**8L1-XLAYZ5 R@F,?L8PQ *-7$U+G]=C\?U;G M_"7<_KBK_Q]1D?\]#,]:R-;,QUP?297^(V'RF59ZXB-/CBA@: ,BE6B"'"8! M*8X%LUI%$ERN;6LS=;Y2\=)&RKMK,&H$QN,6&&L:#M4(C!\G,&80@I31@BCP M>:)4B"N%D=:1(SA/1S/D$V44! 9>?<3>VEIX;A\[>#0>5ET*?-^Q@\?DD?U5 M)^7;N7RM-YJO)BHS&^YT-^]L%/BC$?]KLA=GJ^ ;X7]GPG]KUEJT0OM@P/=6 MUEK$8U1(>R604(YKKB)WA.263BEN#0]WJP'A-VM3;UCX!UMP#0O_*!:>VF]. M$D9LX$@Y:3/"HT!&)8R,2$98;%30NB \XEM/2%XC"Z\6('_0]L=N?V2[XPK! M#SL?%\-F#V5.SGQ1QM6 ]H_;U;[^:SX=*7Y+0RQ7H\W[X&!*GQ/I_4:DWX%( M?S]KE;F@A:1>(RVI!JLL)>0")\@Q\-%M[B=3$EQRWL8K@Z&M,,WBQP7X&I'T M9$72+0W+1B3=JTB:6IG"!:6-L2"(#(@D*PP"Q<(1H492&JT4C)6Q\9*O.C;^ MKD72+-B81"44,I*;5RIX$2<%:=X/3N)< M8]3*U6DK"XY;IP8>G,BX/IKMLE=\.L[IG12Z35J%:X.F<4G7*3UFHF3:,.H) M<\@F(G.SL48N:8&\4)9AE51PZL4KUA;XUA,#'E[NLA%*3U4HW4DQ72.4[E0H M3>-D>525(B$BZCP()1W!FHE&("VP88%B(SE^\8JW"7E(0NDF(85K.)-'8!)W MXX.OI+N[3J5[W8":U5O'_<$8IBU5>U+CNM0LE%H882E&&G$$24>9)>!PK3I)>!V<]=S: M!+;[/7_M?,F#3]4]^7O90+&L>,N(:ZD0IIXBR(GVN:&$*I#T3&H M5C*W2KCH+\^H'QJ MP\0/U':[DHD;9EV16:?&F1>,E\&-B1HPSEP0R.3Y,UHP[Y57"9CYQ2N&'Q"? M/LTN]*71F@?1S7"NZZN>+K"D]>5Y]82N8Q^>CK"_ZS[V%:?Y-,K@6LK@=-9R MHYRR*"T8;0Z[7-7/D7:4H)CU=;2$6Y(*#"5GJR(+K8UC[J/'O1%XC<#[\5WR MC<"[(X$W$YJT-F'NP4KES%;CK:TF"3E,'1BL3# 9*X$G5\5ANG>!5\SD?Y4I M3:_J05&+([7O>J Z$/'K_G#4C$0[ ]VJE7$L$"1 QR)N)4'&&HEBDCHR%U44 M87%P>&#>."6U(I'RJ(3Q.D8@5ZLDH3;I)S1"#=Y\.!J>&S8Z-RSM[Q'\IYK' MV4^M6G;FF8+-V+1F;%HS-NUICDV[FSKH1S@V[3XW8O=;['Z-K2VX\>CLW M-OBAC%)[Z/MS+^/5[K6+8&=A%'56\?>=>U[%['[0FYL-ZVSP#,'Y&[9;P]CM M=LHH]>/8&^:_9$3US[$'1]"M9KF'HTX/K*1\)%_C^,+[P%Y8?]#D7D]BY1[H M-09+'DN7T&VGP5]1SY69X5E$28ZVCMZ+O4.XYV%V03?Q]M$?W;W_G[TW;8HC M2=:%_TJ:SCVO=9L1=.R+>EZ9T0+UT;D-M"34&O1%%BLDJH6I10A^_?7(K)5- M%"J@@)RQ1E"52X1'^../>WAXM#^2;?KN.[B??(=^Q/M[6WSG]'R49/_T\V:K MA/;3[;/0VC]Z1_?;_Y2?]SZ>?=[<$CMG!^SSWOO#[;T#]N^SK=FM>5CK1"VC MB'*K$/>,(*U\1")('IT/'FN8@6(-,[*D5<([B(W<9$]? W0-T/TLT'G/56*6 M6$48UY%J&GC R>L@,?9$5D"'QT"W<.)J W1+![J92)MX1":Z@+C&%%F1 M#V7SQ"9/G>4F9* C1#X6H%MNKL0JE(98S)=8S?J0CZ#JY,VVTS[HA-AHYQH9 M9W9<)R.?XC ZT.'&ASFL4I[S@PIS,Q[WP(+4PJS<\C.K2 U_6(@_S)W+I1WWG&N'%",><:H]LC%8),!Q(L8)[6T^ MQ77A6NO+3::\$T^H4=P[