WABASH NATIONAL Corp
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 29, 2026
WNC$10.91-1.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-29.
0000879526-26-000089
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-29.
0000879526-26-000104
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 156 previous paragraphs and 166 current paragraphs.
85 unchanged; 53 reworded; 26 added; 18 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (26)
Current report
▪unfairly traded imports of van-type trailers and subassemblies and the ineffective implementation or enforcement of available trade remedies;
Current report
TS segment cost of sales was $403.9 million in the third quarter of 2026, an increase of $74.5 million, or 22.6%, compared to the prior year period. The increase in cost of sales was primarily attributable to increases of approximately $76.7 million in material costs and $4.9 million in labor costs, as well as other production-readiness costs. A portion of the increase in labor costs, together with other production-readiness costs, reflected activities undertaken to prepare our dry van operations for higher anticipated production levels in 2027, including certain activities accelerated into 2026 from early 2027. These increases were partially offset by decreases in other manufacturing costs, including approximately $1.6 million in depreciation expense, $1.1 million in general insurance expense, $0.5 million in operating supplies expense, and $0.4 million in utilities expense.
Current report
P&S segment cost of sales was $58.5 million in the third quarter of 2026, an increase of $8.2 million, or 16.2%, compared to the prior year period. The increase was primarily attributable to approximately $6.5 million of higher material costs associated with increased sales. Cost of sales also increased due to an increase of $0.4 million in leases, $0.3 million in depreciation, and $0.3 million in maintenance and repair expenses. These increases, as well as other start-up costs, were largely associated with integrating new locations and expanding our Parts & Services network.
Current report
TS segment gross profit was $4.0 million for the third quarter of 2026 compared to $5.1 million for the third quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 1.0% in the third quarter of 2026 compared to 1.5% in the comparative 2025 period. The decrease in gross profit despite higher revenue was primarily attributable to lower trailer and truck body profitability resulting from unfavorable material costs and higher manufacturing costs, including labor and overhead. Truck body profitability was affected by unfavorable customer mix and manufacturing inefficiencies associated with low production volumes. In addition, during the third quarter of 2026, we incurred labor, onboarding, and other production-readiness costs to prepare our dry van operations for higher anticipated production levels in 2027. These activities were accelerated into 2026 from early 2027 and included increasing our hourly workforce and preparing additional production shifts.
Current report
P&S segment gross profit was $10.9 million for the third quarter of 2026 compared to $10.6 million for the third quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 15.7% in the third quarter of 2026 compared to 17.4% in the 2025 period. The decrease in gross margin was primarily attributable to higher material costs, as well as higher lease, depreciation, maintenance and repair, and other start-up costs associated with integrating new locations and expanding our Parts & Services network. These costs increased at a greater rate than sales during the quarter.
Current report
P&S segment sales, prior to the elimination of intersegment sales, were $186.8 million for the first nine months of 2026, an increase of $14.1 million, or 8.2%, compared to the first nine months of 2025. The overall increase in sales for this segment was primarily due to higher sales within our upfit and services businesses of approximately $11.5 million, Process Systems of approximately $4.5 million, and Aftermarket Parts of approximately $2.0 million. These increases were partially offset by lower sales within our Components business of $3.8 million due to decreased demand.
Current report
TS segment cost of sales was $1,018.2 million in the first nine months of 2026, a decrease of $21.2 million, or 2.0%, compared to the prior year period. The decrease was primarily attributable to lower manufacturing and overhead costs, including decreases of approximately $18.6 million in labor and employee-related costs, $4.6 million in outside services and professional fees, $4.2 million in operating supplies, $3.4 million in depreciation expense, and $3.4 million in maintenance and repair costs. These decreases were due in part to the previously announced idling of our manufacturing facilities in Little Falls, Minnesota and Goshen, Indiana. The decreases were partially offset by approximately $33.2 million of higher material costs primarily associated with increased new trailer shipments. In addition, labor and other manufacturing costs during the third quarter of 2026 included production readiness activities undertaken to prepare our dry van operations for higher anticipated production levels in 2027, including certain activities accelerated into 2026 from early 2027.
Current report
P&S segment cost of sales was $161.7 million in the first nine months of 2026, an increase of $23.0 million, or 16.6%, compared to the prior period. The increase was primarily attributable to higher sales, including approximately $14.6 million of higher material costs. Cost of sales also increased due to an increase of $3.8 million in labor and employee-related costs, $2.2 million in leases, $1.3 million in depreciation, and $0.9 million in maintenance and repair expenses. These increases, as well as other start-up costs, were largely associated with integrating new locations and expanding our Parts & Services network.
Current report
TS segment gross profit was $(5.5) million for the first nine months of 2026 compared to $42.1 million for the first nine months of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was (0.5)% in the first nine months of 2026 compared to 3.9% in the comparative 2025 period. The overall decrease in gross profit was primarily attributable to lower trailer and truck-body profitability resulting from unfavorable material costs and higher manufacturing costs, including labor and overhead. The decrease also reflected labor and other production readiness costs incurred during the third quarter of 2026 to prepare our dry van operations for higher anticipated production levels in 2027, including certain activities accelerated into 2026 from early 2027.
Current report
P&S segment gross profit was $25.2 million for the first nine months of 2026 compared to $34.0 million for the first nine months of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 13.5% in the first nine months of 2026 compared to 19.7% in the 2025 period. The decrease in gross profit and gross margin was primarily attributable to lower Components profitability and higher material costs across our businesses. Gross margin was also affected by higher lease expense and other overhead and start-up costs associated with integrating new locations and expanding our Parts & Services network. These costs increased at a greater rate than sales during the period.
Current report
During the first nine months of 2026, consistent with this approach, we paid approximately $10.0 million in quarterly dividends. As further described in Note 9 to our Condensed Consolidated Financial Statements, on July 20, 2026, we completed a private offering of $150.0 million aggregate principal amount of 4.00% Convertible Notes due 2032, which included the initial purchasers’ exercise in full of their option to purchase an additional $20.0 million aggregate principal amount of notes. We used the net proceeds primarily to repay borrowings under the Revolving Credit Agreement.
Current report
In addition, as further described in Note 9 to our Condensed Consolidated Financial Statements, on August 12, 2026, we amended our Revolving Credit Agreement. The amendment reduced total revolving commitments from $350.0 million to $300.0 million and extended the scheduled maturity from September 23, 2027 to August 12, 2031, subject to certain earlier maturity provisions tied to the maturity of specified indebtedness. The amended Revolving Credit Agreement also permits us, subject to certain conditions, to increase total revolving commitments by up to an additional $175.0 million. As of September 30, 2026, there were no borrowings outstanding under the Revolving Credit Agreement.
Current report
The Convertible Notes offering, repayment of Revolving Credit Agreement borrowings, and extension of the Revolving Credit Agreement’s maturity increased our financial flexibility and extended the maturity profile of our debt. We intend to continue managing our capital structure to preserve liquidity, support our strategic priorities, and maintain flexibility to invest in profitable growth and diversification. We believe, with these actions, we are able to generate sufficient cash flows to continue to meet our obligations in the near and long-term.
Current report
For the remainder of 2026, we expect to fund our working capital requirements and capital expenditures primarily through cash generated from operations, available cash and cash equivalents, and borrowing capacity under the Revolving Credit Agreement, as needed. We intend to maintain our assets and operational capabilities to respond to changing economic and industry conditions while maintaining financial flexibility to return capital to shareholders when appropriate. We will continue to adapt to current market conditions, preserve liquidity and financial flexibility, prioritize employee safety, and support the financial well-being of the Company.
Current report
Availability under the Revolving Credit Agreement will be based upon borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and will be reduced by certain reserves in effect from time to time. Availability is also reduced by a $40 million availability block in effect until the date upon which our fixed charge coverage ratio for the 12 fiscal month periods ending as of the two most recently ended consecutive fiscal quarters is greater than 1.0 to 1.0, with the first of such two most recently ended fiscal quarters ending no earlier than December 31, 2026 (such date, the “Financial Covenant Conversion Date”), provided no event of default is in existence on such date. Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million and allows for swingline loans in the amount of up to $30 million.
Current report
Convertible Notes
Current report
On July 20, 2026, we completed a private unregistered offering (the “Offering”) of $130.0 million in aggregate principal amount of 4.00% Convertible Notes due 2032 (the “Initial Notes”). On July 16, 2026, the initial purchasers in the Offering exercised their option to purchase an additional $20.0 million in aggregate principal amount of our 4.00% Convertible Notes due 2032 (together with the Initial Notes, the “Convertible Notes”), bringing the total aggregate principal amount of the Convertible Notes to $150.0 million. We used the net proceeds from the Offering primarily to repay outstanding borrowings under the Revolving Credit Agreement. The Convertible Notes are guaranteed (the “Guarantees”) by each of our direct and indirect subsidiaries that guarantee our Senior Notes (the “Guarantors”). The Convertible Notes and the Guarantees are senior unsecured obligations of us and the Guarantors, respectively. The Convertible Notes and the Guarantees were issued pursuant to an Indenture, dated July 20, 2026 (the “Indenture”), among us, the Guarantors and U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Convertible Notes may be declared immediately due and payable, as well as certain types of bankruptcy or insolvency events of default involving us after which the Convertible Notes become automatically due and payable.
Current report
The Convertible Notes bear interest at a rate of 4.00% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Convertible Notes will mature on August 1, 2032, unless earlier converted, redeemed, or repurchased. Before May 1, 2032, noteholders may convert their Convertible Notes only upon the occurrence of specified conditions relating to the market price of the Common Stock, the trading price of the Convertible Notes, certain distributions or corporate events, or a notice of redemption. From and after May 1, 2032, noteholders may convert their Convertible Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. We will settle any conversions of the Convertible Notes by paying or delivering, as applicable, cash, shares of our common stock, par value $0.01 per share (the “Common Stock”), or a combination of cash and shares of Common Stock, at our election.
Current report
The initial conversion rate for the Convertible Notes is 59.7086 shares of Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $16.75 per share of the Common Stock. The initial conversion price of the Convertible Notes represents a premium of approximately 32.50% above the last reported sale price of the Common Stock on the New York Stock Exchange on July 15, 2026, which was $12.64 per share. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. Based on the initial conversion rate, the Convertible Notes are initially convertible into 8,956,290 shares of Common Stock, subject to adjustment under the Indenture. In connection with certain conversions occurring after a Make-Whole Fundamental Change or notice of redemption, the conversion rate may be increased by a specified number of additional shares, subject to an initial maximum of 11,867,085 shares. We account for the Convertible Notes as a debt liability at amortized cost. The embedded conversion option is not separately recognized because it is indexed to our Common Stock and qualifies for the derivative accounting scope exception for certain contracts in an entity’s own equity.
Current report
We may not redeem the Convertible Notes prior to August 6, 2029, except in the event of a Cleanup Redemption (as defined below). We may redeem for cash all, but not less than all, of the Convertible Notes (subject to certain limitations), at our option, on or after August 6, 2029, and on or prior to the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of Optional Redemption (as defined below), during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide the related notice of optional redemption (such redemption, an “Optional Redemption”), at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption date. In addition, we may redeem for cash all, but not less than all, of the Convertible Notes at any time at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Cleanup Redemption date if the amount of the Convertible Notes that remains outstanding is less than 15% of the aggregate principal amount of the Convertible Notes initially issued and certain other conditions are met (such redemption, a “Cleanup Redemption”). No sinking fund is provided for the Convertible Notes, which means that we are not required to redeem or retire the Convertible Notes periodically.
Current report
As of September 30, 2026, the outstanding principal amount of the Convertible Notes was $150.0 million, unamortized debt issuance costs were approximately $8.2 million, and the net carrying amount was approximately $141.8 million. As of September 30, 2026, no Convertible Notes had been converted, no shares had been issued upon conversion, and no changes had occurred to the conversion price or other conversion terms, other than any changes resulting from standard antidilution provisions. No conversion contingencies had been met as of September 30, 2026. The estimated fair value of the Convertible Notes and the related fair value hierarchy classification are included in Note 13 to our Condensed Consolidated Financial Statements. The potential effect of the Convertible Notes on diluted net loss (income) per common share is included in Note 15 to our Condensed Consolidated Financial Statements.
Current report
For both the three and nine month periods ended September 30, 2026, contractual coupon interest expense for the Convertible Notes was $1.2 million and amortization of debt issuance costs was $0.2 million. The effective interest rate on the Convertible Notes was approximately 5.1%. Contractual coupon interest expense and amortization of debt issuance costs for the Convertible Notes are included in Interest expensein our Condensed Consolidated Statements of Operations.
Current report
For the remainder of 2026, we expect to fund our working capital requirements and capital expenditures through cash on hand, net cash provided by operations, and available borrowing capacity under the Revolving Credit Agreement, as needed. We intend to maintain a disciplined approach to capital allocation, including investments necessary to maintain our assets and support the business, while preserving balance sheet strength and liquidity and responsibly returning capital to shareholders. We will continue to evaluate our spending and operating plans in response to changes in market demand and broader economic and industry conditions.
Current report
As we complete 2026 and enter 2027, we will continue to evaluate capital expenditures in light of market conditions, expected returns and strategic priorities. Our disciplined approach to capital allocation and actions to maintain liquidity and financial flexibility position us to respond to a market recovery and support our customers as demand improves.
Current report
ACT forecasts annual new trailer production of approximately 255,000, 311,000, 311,000, 299,000, and 316,000 for 2027, 2028, 2029, 2030, and 2031, respectively. FTR forecasts annual new trailer production of approximately 235,000, 278,000, 298,000, and 301,000 for 2027, 2028, 2029, and 2030, respectively. Recent dry van order activity has strengthened as 2027 orderboards have opened, supported by improving freight market fundamentals and accumulated replacement needs. However, demand remains uneven across product categories, and uncertainty remains regarding the timing and sustainability of a broader market recovery. Recent order activity may also reflect customers placing orders ahead of potential tariff-related price increases.
Current report
These forecasts indicate a recovery from reduced production volumes in recent years and are generally consistent with historical trailer industry production levels. However, economic uncertainty and uneven demand across certain product categories could affect these forecasts. ACT and FTR have revised their forecasts in response to evolving market conditions, and actual production may differ materially from current estimates. We believe our strategic plan and actions taken over the last several years have positioned us to adapt to changing industry and demand conditions through our liquidity position, available borrowing capacity under the Revolving Credit Agreement, diversified portfolio, and ongoing cost-management and operational initiatives.
Removed paragraphs (18)
Previous report
▪unfairly traded imports of dry vans and refrigerated trailers that may injure or threaten with injury America’s domestic dry van and refrigerated trailer industry;
Previous report
▪the risks related to completing the Amendment;
Previous report
TS segment cost of sales was $348.7 million in the second quarter of 2026, a decrease of $22.9 million, or 6.2%, compared to the prior year period. The decrease in cost of sales was due to a decrease in certain manufacturing costs including outside services and maintenance and repair expenses, partially offset by increased materials costs.
Previous report
P&S segment cost of sales was $54.0 million in the second quarter of 2026, an increase of $7.1 million, or 15.1%, compared to the prior year period. The increase in cost of sales was driven by an increase in material costs of $4.0 million in line with higher sales as well as an increase in lease expense and other start-up costs as we have continued to expand our parts and services network.
Previous report
TS segment gross profit was $6.0 million for the second quarter of 2026 compared to $28.6 million for the second quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 1.7% in the second quarter of 2026 compared to 7.1% in the comparative 2025 period. The overall decrease in gross profit from the prior year period was primarily driven by a decrease in shipments within our truck body and tank trailer businesses, partially offset by higher shipments of dry van and platform trailers.
Previous report
P&S segment gross profit was $9.3 million for the second quarter of 2026 compared to $12.8 million for the second quarter of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 14.7% in the second quarter of 2026 compared to 21.4% in the 2025 period. The overall decrease in gross profit was primarily related to higher overhead costs, including lease expense and other start-up costs as we have continued to expand our parts and services network, which outpaced the increase in sales described above.
Previous report
P&S segment sales, prior to the elimination of intersegment sales, were $117.5 million for the first six months of 2026, an increase of $5.8 million, or 5.2%, compared to the first six months of 2025. The overall increase in sales for this segment was due primarily to higher sales in our Aftermarket Parts, Process Systems, and Services business totaling approximately $9.1 million on strong demand, partially offset by decreased sales in our Components business of $3.3 million.
Previous report
TS segment cost of sales was $614.4 million in the first six months of 2026, a decrease of $95.6 million, or 13.5%, compared to the prior year period. The decrease in cost of sales was primarily driven by lower shipment volumes and a decrease in materials costs of $43.5 million along with a decrease in certain other manufacturing costs including outside services and maintenance and repairs.
Previous report
P&S segment cost of sales was $103.2 million in the first six months of 2026, an increase of $14.9 million, or 16.8%, compared to the prior period. The increase in cost of sales was primarily driven by higher sales and was due to an increase in materials costs of $8.1 million as well as an increase in lease expense and other start-up costs as we have continued to expand our parts and services network.
Previous report
TS segment gross profit was $(9.5) million for the first six months of 2026 compared to $37.0 million for the first six months of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was (1.6)% in the first six months of 2026 compared to 5.0% in the comparative 2025 period. The overall decrease in gross profit from the prior year period was primarily driven by a decrease in shipments within our truck body and dry van businesses, partially offset by higher platform shipments and a decrease in cost of sales as described above.
Previous report
P&S segment gross profit was $14.3 million for the first six months of 2026 compared to $23.4 million for the first six months of 2025. Gross profit, prior to the elimination of intersegment sales, as a percentage of net sales, was 12.2% in the first six months of 2026 compared to 20.9% in the 2025 period. The overall decrease in gross profit was primarily related to higher overhead costs, including lease costs and other start-up expenses as we have continued to expand our parts and services network, which outpaced the increase in sales described above.
Previous report
During the first six months of 2026, in keeping with this balanced approach, we paid approximately $6.8 million in quarterly dividends. In addition, as further described in Note 21, on July 20, 2026, we completed a private unregistered offering of $150.0 million aggregate principal amount of 4.00% Notes due 2032, including the initial purchasers’ full exercise of their option to purchase an additional $20.0 million of notes. Additionally, as described in the “Debt Agreements and Related Amendments” section below, in September of 2022 we amended our Revolving Credit Agreement. The amendment increased the total revolving commitments to $350.0 million and extended the maturity to September 2027, the nearest maturity date of our long-term debt. As of June 30, 2026, there was $115.0 million outstanding under the Revolving Credit Agreement. Together, these actions bolster our current liquidity and demonstrate our confidence in the Company’s long-term financial outlook and ability to generate cash flow both near and long term. They reinforce our commitment to delivering shareholder value while maintaining the flexibility to execute our strategic plan for profitable growth and diversification.
Previous report
For the remainder of 2026, we expect to continue our commitment to fund working capital requirements and capital expenditures from proceeds of the Convertible Notes, net cash provided by operations, or available borrowing capacity under the Revolving Credit Agreement, as needed. Along with these investments, we will maintain our assets to react to any economic and/or industry changes, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment and preserve the strength of our balance sheet, while prioritizing the safety of our employees and ensuring the liquidity and financial well-being of the Company.
Previous report
On July 14, 2026, we entered into a Fifth Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) among the Company, certain of its subsidiaries as borrowers, certain of its subsidiaries as guarantors, the lenders party thereto and Wells Fargo Capital Finance, LLC, as the administrative agent, which amended our existing Second Amended and Restated Credit Agreement dated as of December 21, 2018 (the “Existing Credit Agreement”; the Existing Credit Agreement as previously amended and as amended by the Amendment, the “Credit Agreement”). The Amendment amended the Existing Credit Agreement to, among other things, permit the incurrence of additional indebtedness in the form of the Convertible Notes (as defined and further described in Note 21) in an aggregate outstanding principal amount not to exceed $150.0 million, which amount is in addition to all existing permitted indebtedness under the Credit Agreement.
Previous report
If availability under the Revolving Credit Agreement is less than the greater of (i) 10% of the Line Cap and (ii) $25 million for three consecutive business days, or if there exists an event of default, amounts in any of the Borrowers’ and the Guarantors’ deposit accounts (other than certain excluded accounts) will be transferred daily into a blocked account held by the Agent and applied to reduce the outstanding amounts under the facility.
Previous report
For the remainder of 2026, we expect to continue our commitment to fund our working capital requirements, capital expenditures, and our Trailers as a Service (TaaS)SM initiative from proceeds from the Notes, net cash provided by operations, or available borrowing capacity under the Revolving Credit Agreement (as needed). We will continue to maintain our assets, to react to any key economic and/or industry changes, while also responsibly returning capital to our shareholders. We will continue to move rapidly to adjust to the current environment, including to the softening of demand for certain of our products, 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.
Previous report
We continue to evaluate capital spending and expenditures for revenue generating assets for 2026 to ensure that future investments align with market conditions and opportunities.
Previous report
ACT is forecasting annual new trailer production levels for 2027, 2028, 2029, 2030, and 2031 of approximately 262,000, 307,000, 314,000, 297,000, and 313,000, respectively. In addition, FTR is forecasting annual new trailer production levels for 2027, 2028, 2029, 2030 of approximately 227,000, 278,000, 298,000, and 301,000, respectively. These estimates are generally aligned with historical trailer industry production levels and represent a recovery from the reduced production volumes observed in recent years. However, overall economic uncertainty and softening demand in the industry for certain of our products could continue to impact these estimates. The uncertainty and softening observed in recent years has been and continues to be evident in the ACT and FTR forecasts. However, we continue to believe that our strategic plan and actions taken over the last several years have positioned us to remain well-suited to adapt to changes in the industry and demand environment due to our strong balance sheet, liquidity profile, and diversification.
Reworded paragraphs (53)
Previous wording
Net sales in the second quarter of 2026, decreased $41.6 million, or 9.1%, compared to the second quarter of 2025. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):
Current wording
Net sales in the third quarter of 2026, increased $94.8 million, or 24.8%, compared to the third quarter of 2025. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):
Previous wording
TS segment sales, prior to the elimination of intersegment sales, were $354.7 million for the second quarter of 2026, a decrease of $45.6 million, or 11.4%, compared to the second quarter of 2025. New trailers shipped during the second quarter of 2026 totaled 8,292 trailers compared to 8,043 trailers in the prior year period, an increase of 3.1%, which was primarily driven by higher dry van and platform shipments. New truck bodies shipped during the second quarter of 2026 totaled 1,380 truck bodies compared to 3,188 truck bodies in the prior year period, a decrease of 56.7% attributable to decreased demand.
Current wording
TS segment sales, prior to the elimination of intersegment sales, were $407.9 million for the third quarter of 2026, an increase of $73.4 million, or 21.9%, compared to the third quarter of 2025. New trailers shipped during the third quarter of 2026 totaled 9,563 trailers compared to 6,675 trailers in the prior year period, an increase of 43.3%, which was primarily driven by higher dry van and platform shipments partially offset by lower tank trailer shipments. New truck bodies shipped during the third quarter of 2026 totaled 1,685 truck bodies compared to 3,067 truck bodies in the prior year period, a decrease of 45.1% attributable to continued softened demand. The growth in revenue from new trailer shipments outpaced the reduction in revenue from lower truck body shipments.
Previous wording
P&S segment sales, prior to the elimination of intersegment sales, were $63.4 million for the second quarter of 2026, an increase of $3.6 million, or 6.1%, compared to the second quarter of 2025. The overall increase in sales for this segment was primarily due to higher sales within our Process Systems business of $2.9 million and our Aftermarket Parts business of $1.3 million, partially offset by lower sales within our Components business of $1.2 million.
Current wording
P&S segment sales, prior to the elimination of intersegment sales, were $69.4 million for the third quarter of 2026, an increase of $8.4 million, or 13.8%, compared to the third quarter of 2025. The overall increase in sales for this segment was primarily due to higher sales within our upfit and services businesses of approximately $9.1 million and Process Systems of approximately $1.6 million, partially offset by lower sales within our Aftermarket Parts business of $1.8 million due to decreased demand.
Previous wording
Cost of sales was $401.9 million in the second quarter of 2026, a decrease of $15.5 million, or 3.7%, compared to the prior year period. 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.
Current wording
Cost of sales was $461.5 million in the third quarter of 2026, an increase of $95.6 million, or 26.1%, compared to the prior year period. 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.
Previous wording
Gross profit was $15.3 million in the second quarter of 2026, a decrease of $26.1 million from the prior year period. Gross profit as a percentage of net sales was 3.7% for the second quarter of 2026, compared to 9.0% for the same period in 2025. Gross profit by segment was as follows (dollars in thousands):
Current wording
Gross profit was $14.9 million in the third quarter of 2026, a decrease of $0.8 million from the prior year period. Gross profit as a percentage of net sales was 3.1% for the third quarter of 2026, compared to 4.1% for the same period in 2025. Gross profit by segment was as follows (dollars in thousands):
Previous wording
General and administrative expenses for the second quarter of 2026 decreased $4.6 million, or 12.5%, from the prior year period. The decrease from the prior year period was primarily driven a reduction in professional fees and employee-related costs, including incentive and benefit programs. As a percentage of net sales, general and administrative expenses were 7.8% for the second quarter of 2026 compared to 8.1% for the second quarter of 2025. The overall decrease in general and administrative expenses as a percentage of net sales was primarily attributable to the reduced expenses described above.
Current wording
General and administrative expenses for the third quarter of 2026 increased $82.9 million, or 164.0%, from the prior year period. The increase from the prior year period was driven by the third quarter of 2025 impacts of Eileen Williams, Elizabeth Perkins, et al. v. Wabash National Corporation, et al., filed in the Circuit Court of the City of St. Louis, Missouri. Additionally, there were increases in maintenance and repair costs of $1.4 million, as well as outside services and professional fees of $0.4 million. Partially offsetting these increases was a $0.1 million reduction in employee-related costs, including incentive and benefit programs. As a percentage of net sales, general and administrative expenses were 6.8% for the third quarter of 2026 compared to (13.2)% for the third quarter of 2025. The overall increase in general and administrative expenses as a percentage of net sales was primarily attributable to the increased expenses in the current year period described above.
Previous wording
Selling expenses were $6.3 million in the second quarter of 2026, which was materially consistent with the prior year period. As a percentage of net sales, selling expenses were 1.5% for the second quarter of 2026 compared to 1.4% for the second quarter of 2025.The overall increase in selling expenses as a percentage of net sales was primarily attributable to a decrease in sales.
Current wording
Selling expenses for the third quarter of 2026 increased $1.3 million compared to the prior year period. The increase was primarily attributable to an increase in employee-related costs, including incentive and benefit programs, of approximately $0.7 million, as well as outside services and advertising & promotional expenses totaling approximately $0.3 million. As a percentage of net sales, selling expenses were 1.4% for the third quarter of 2026 compared to 1.5% for the third quarter of 2025. The overall decrease in selling expenses as a percentage of net sales was primarily attributable to the increase in sales.
Previous wording
Amortization of intangibles was $2.7 million during the second quarter of 2026 compared to $2.8 million in the prior year period. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. The insignificant decrease from the prior year period is related to continued amortization of certain intangible assets recorded upon the acquisition of Supreme in September 2017.
Current wording
Amortization of intangibles was $2.7 million during the third quarter of 2026 compared to $2.8 million in the prior year period. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. The insignificant decrease from the prior year period is related to continued amortization of certain intangible assets recorded upon the acquisition of Supreme in September 2017.
Previous wording
Impairment and other, net was a $0.8 million gain during the second quarter of 2026 compared to insignificant expense in the prior year period. Activity during the current year period primarily relates to individually insignificant sales of property, plant, and equipment.
Current wording
Impairment and other, net was a $7.0 million gain during the third quarter of 2026 compared to an insignificant loss during the prior year period. Activity during the current year period primarily relates to the gain on sale of our Goshen, Indiana manufacturing facility of approximately $7.5 million, which is further described in Note 20 to our Condensed Consolidated Financial Statements.
Previous wording
Interest expense totaled $6.7 million during the second quarter of 2026 and $5.3 million during the second quarter of 2025. Interest expense relates to interest and non-cash accretion charges on our Senior Notes and Revolving Credit Agreement. The increase from the prior year period is attributable to a higher average outstanding balance under our Revolving Credit Agreement.
Current wording
Interest expense totaled $7.0 million during the third quarter of 2026 and $5.4 million during the third quarter of 2025. Interest expense relates to interest and non-cash accretion charges on our Senior Notes, Revolving Credit Agreement, and Convertible Notes. The increase from the prior year period is primarily attributable to interest and non-cash accretion charges on our Convertible Notes, which were issued during the third quarter of 2026 as further described in Note 9 to our Condensed Consolidated Financial Statements.
Previous wording
Other, net for the second quarter of 2026 was nominal for both the current and prior year periods. Activity for the current and prior year periods primarily relates to interest income.
Current wording
Other, net for the third quarter of 2026 was income of $0.3 million compared to income of $1.2 million during the prior year period. Activity for the current and prior year periods primarily relates to interest income.
Previous wording
We recognized an income tax benefit of $8.9 million in the second quarter of 2026 compared to income tax benefit of $2.7 million for the same period in the prior year. The effective tax rate for this period was 28.1% compared to a rate of 21.9% for the same period in the prior year. The effective tax rate for both the second quarter of 2026 and the second quarter of 2025 differs from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes.
Current wording
We recognized an income tax benefit of $6.2 million in the third quarter of 2026 compared to income tax expense of $11.6 million for the same period in the prior year. The effective tax rate for this period was 23.5% compared to a rate of 22.5% for the same period in the prior year. The effective tax rates for each of the third quarters of 2026 and 2025 differ from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes.
Previous wording
Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025
Current wording
Nine Months Ended September 30, 2026 Compared with the Nine Months Ended September 30, 2025
Previous wording
Net sales in the first six months of 2026 decreased $119.2 million, or 14.2%, compared to the first six months of 2025. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):
Current wording
Net sales in the first nine months of 2026 decreased $24.4 million, or 2.0%, compared to the first nine months of 2025. By business segment, prior to the elimination of intercompany sales, sales and related units sold were as follows (dollars in thousands):
Previous wording
TS segment sales, prior to the elimination of intersegment sales, were $604.8 million for the first six months of 2026, a decrease of $142.2 million, or 19.0%, compared to the first six months of 2025. New trailers shipped during the first six months of 2026 totaled 13,670 trailers compared to 13,820 trailers in the prior year period, a decrease of 1.1%, which was primarily driven by lower dry van and tank trailer shipments, partially offset by higher platform shipments. New truck bodies shipped during the first six months of 2026 totaled 2,907 truck bodies compared to 6,186 truck bodies in the prior year period, a decrease of 53.0%, primarily attributable to decreased demand.
Current wording
TS segment sales, prior to the elimination of intersegment sales, were $1,012.7 million for the first nine months of 2026, a decrease of $68.8 million, or 6.4%, compared to the first nine months of 2025. New trailers shipped during the first nine months of 2026 totaled 23,233 trailers compared to 20,495 trailers in the prior year period, an increase of 13.4%, which was primarily driven by higher dry van and platform shipments, partially offset by lower tank trailer shipments. New truck bodies shipped during the first nine months of 2026 totaled 4,592 truck bodies compared to 9,253 truck bodies in the prior year period, a decrease of 50.4%, primarily attributable to continued decreased demand. The decrease in revenue from lower truck body and tank trailer shipments outpaced the increase in revenue from higher new trailer shipments.
Previous wording
Cost of sales was $715.7 million in the first six months of 2026, a decrease of $63.6 million, or 8.2%, compared to the prior year period. 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.
Current wording
Cost of sales was $1,177.2 million in the first nine months of 2026, an increase of $32.1 million, or 2.8%, compared to the prior year period. 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.
Previous wording
Gross profit was $4.8 million in the first six months of 2026, a decrease of $55.6 million from the prior year period. Gross profit as a percentage of net sales was 0.7% for the six months of 2026, compared to 7.2% for the same period in 2025. Gross profit by segment was as follows (dollars in thousands):
Current wording
Gross profit was $19.6 million in the first nine months of 2026, a decrease of $56.5 million from the prior year period. Gross profit as a percentage of net sales was 1.6% for the nine months of 2026, compared to 6.2% for the same period in 2025. Gross profit by segment was as follows (dollars in thousands):
Previous wording
General and administrative expenses for the first six months of 2026 increased $332.1 million, or 124.1%, from the prior year period. The increase from the prior year period was driven by the impacts of Eileen Williams, Elizabeth Perkins, et al. v. Wabash National Corporation, et al., filed in the Circuit Court of the City of St. Louis, Missouri (the “Product Liability Matter”). As a percentage of net sales, general and administrative expenses were 8.9% for the first six months of 2026 compared to (31.9)% for the first six months of 2025.
Current wording
General and administrative expenses for the first nine months of 2026 increased $415.0 million, or 130.4%, from the prior year period. The increase from the prior year period was driven by the impacts of Eileen Williams, Elizabeth Perkins, et al. v. Wabash National Corporation, et al., filed in the Circuit Court of the City of St. Louis, Missouri (the “Product Liability Matter”). In addition, there was an increase in maintenance and repair expenses and professional fees totalling $3.8 million, primarily related to strategic growth programs. Partially offsetting these increases was a $2.7 million reduction in employee-related costs, including incentive and benefit programs. As a percentage of net sales, general and administrative expenses were 8.1% for the first nine months of 2026 compared to (26.1)% for the first nine months of 2025.
Previous wording
Selling expenses were $14.1 million in the first six months of 2026, an increase of $1.3 million, or 10.5%, compared to the prior year period. The increase was primarily attributable to an increase in employee-related costs, including incentive and benefit programs, of $0.8 million, and advertising & promotional expenses of $0.4 million. As a percentage of net sales, selling expenses were 2.0% for the first six months of 2026 compared to 1.5% for the first six months of 2025. The increase in selling expenses as a percentage of net sales was due in part to the decrease in revenue in the first six months of 2026.
Current wording
Selling expenses were $20.9 million in the first nine months of 2026, an increase of $2.6 million, or 14.2%, compared to the prior year period. The increase was primarily attributable to an increase in employee-related costs, including incentive and benefit programs, of approximately $1.4 million, and advertising & promotional expenses of approximately $0.5 million. As a percentage of net sales, selling expenses were 1.7% for the first nine months of 2026 compared to 1.5% for the first nine months of 2025. The increase in selling expenses as a percentage of net sales was due to the increases described above.
Previous wording
Amortization of intangibles was $5.3 million for the first six months of 2026 compared to $5.6 million during the first six months of 2025. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. The decrease from the prior year period is related to certain intangible assets recorded upon the acquisition of Supreme in September 2017.
Current wording
Amortization of intangibles was $8.0 million for the first nine months of 2026 compared to $8.4 million during the first nine months of 2025. Amortization of intangibles was the result of expenses recognized for intangible assets recorded from previous acquisitions. The decrease from the prior year period is related to continued amortization of certain intangible assets recorded upon the acquisition of Supreme in September 2017.
Previous wording
Impairment and other, net was a $1.5 million gain for the six month period ended June 30, 2026 compared to an insignificant gain in the prior year period. Activity during the current year period primarily relates to individually insignificant sales of property, plant, and equipment.
Current wording
Impairment and other, net was an $8.4 million gain for the nine month period ended September 30, 2026, compared to an insignificant loss in the prior year period. Activity during the current year period primarily relates to the gain on sale of our Goshen, Indiana manufacturing facility of approximately $7.5 million as well as other gains related to the sale of property, plant, and equipment and revenue generating assets. These sales and related gains are further described in Note 20 to our Condensed Consolidated Financial Statements.
Previous wording
Interest expense totaled $12.9 million during the first six months of 2026 compared to $10.3 million in the prior year period. Interest expense relates to interest and non-cash accretion charges on our Senior Notes and Revolving Credit Agreement. The increase from the prior year period is attributable to a higher average outstanding balance under our Revolving Credit Agreement.
Current wording
Interest expense totaled $19.8 million during the first nine months of 2026 compared to $15.7 million in the prior year period. Interest expense relates to interest and non-cash accretion charges on our Senior Notes, Revolving Credit Agreement, and Convertible Notes. The increase from the prior year period is primarily attributable to a higher average outstanding balance under our Revolving Credit Agreement. In addition, the increase is due to interest and non-cash accretion charges on our Convertible Notes, which were issued during the third quarter of 2026 as further described in Note 9 to our Condensed Consolidated Financial Statements.
Previous wording
Other, net for the first six months of 2026 represented income of $0.7 million as compared to income of $1.6 million for the prior year period. Income for the current and prior year periods primarily relate to interest income.
Current wording
Other, net for the first nine months of 2026 represented income of $1.0 million compared to income of $2.8 million for the prior year period. Income for the current and prior year periods primarily relates to interest income.
Previous wording
We recognized an income tax benefit of $21.9 million in the first six months of 2026 compared to income tax expense of $75.4 million for the same period in the prior year. The effective tax rate for this period and the prior year period was 24.4% and 25.4%, respectively. For the first six months of both 2026 and 2025, the effective tax rates differ from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes. Net cash refunds for income taxes during the first six months of 2026 were $10.1 million compared to net cash taxes paid of $0.2 million during the first six months of 2025. The net cash refunds during the first six months of 2026 compared to net cash taxes paid during the prior year period was due to timing of federal refunds from previously filed tax returns.
Current wording
We recognized an income tax benefit of $28.1 million in the first nine months of 2026 compared to income tax expense of $87.0 million for the same period in the prior year. The effective tax rate for this period and the prior year period was 24.2% and 25.0%, respectively. For the first nine months of both 2026 and 2025, the effective tax rates differ from the U.S. Federal statutory rate of 21% primarily due to the impact of state taxes. Net cash refunds for income taxes during the first nine months of 2026 were $9.7 million compared to net cash refunds of $0.3 million during the first nine months of 2025. The net cash refunds during the first nine months of 2026 and 2025 were due to the timing of federal refunds from previously filed tax returns.
Previous wording
Our capital structure is comprised of a mix of debt and equity. As of June 30, 2026, our debt-to-equity ratio was approximately 1.8:1.0. 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. Our Board of Directors designated a Finance Committee to assist the Board in overseeing the Company’s capital structure, financing, investment, and other financial matters of importance.
Current wording
Our capital structure is comprised of a mix of debt and equity. As of September 30, 2026, our debt-to-equity ratio was approximately 2.0:1.0. Our long-term objective is to generate operating cash flows sufficient to support the growth of our business and increase shareholder value. We intend to pursue this objective through a balanced capital allocation strategy focused on maintaining liquidity and financial flexibility, managing leverage, investing in the business organically and strategically, and returning capital to shareholders. Our Board of Directors has designated a Finance Committee to assist the Board in overseeing our capital structure, financing, investment and other significant financial matters.
Previous wording
Our liquidity position, defined as cash on hand and available borrowing capacity under the Revolving Credit Facility, was $192.8 million as of June 30, 2026, compared to $312.0 million at June 30, 2025 and $235.3 million at December 31, 2025, representing decreases of 38% and 18%, respectively. These decreases in liquidity as of June 30, 2026 compared to both June 30, 2025 and December 31, 2025 were primarily attributable to lower available capacity on the Revolving Credit Agreement as of June 30, 2026, partially offset by higher cash balances net of borrowings under the Revolving Credit Agreement.
Current wording
Our liquidity position, defined as cash on hand and available borrowing capacity under the Revolving Credit Facility, was $277.0 million as of September 30, 2026, compared to $355.9 million at September 30, 2025 and $235.3 million at December 31, 2025, representing a decrease of 22% and an increase of 18%, respectively. The decrease in liquidity as of September 30, 2026 compared to September 30, 2025 was primarily attributable to lower available capacity on the Revolving Credit Agreement and a lower cash balance as of September 30, 2026. The increase in liquidity as of September 30, 2026 compared to December 31, 2025 was primarily attributable to a higher cash balance.
Previous wording
On October 6, 2021, we closed on an offering of $400 million in aggregate principal amount of its 4.50% unsecured Senior Notes (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among us, certain subsidiary guarantors named therein (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Indenture”). The Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year. The Senior Notes will mature on October 15, 2028.
Current wording
On October 6, 2021, we closed on an offering of $400 million in aggregate principal amount of our 4.50% unsecured Senior Notes (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture dated as of October 6, 2021, by and among us, certain subsidiary guarantors named therein (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Indenture”). The Senior Notes bear interest at the rate of 4.50% and pay interest semi-annually in cash in arrears on April 15 and October 15 of each year. The Senior Notes will mature on October 15, 2028.
Previous wording
We may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 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 Senior Notes, the holders of the Senior Notes will have the right to require us to repurchase all or a portion of the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.
Current wording
We may redeem some or all of the Senior Notes at redemption prices (expressed as percentages of principal amount) equal to 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 our optional redemption right in respect of the Senior Notes, the holders of the Senior Notes will have the right to require us to repurchase all or a portion of the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the date of repurchase.
Previous wording
Contractual coupon interest expense and accretion of fees for the Senior Notes for the three and six month periods ended June 30, 2026 was $4.5 million and $0.2 million, and $9.0 million and $0.4 million, respectively. For the three and six month periods ended June 30, 2025, Contractual coupon interest expense and accretion of fees for the Senior Notes was $4.5 million and $0.2 million, and $9.0 million and $0.4 million, respectively. Contractual coupon interest expense and accretion of fees for the Senior Notes are included in Interest expensein our Condensed Consolidated Statements of Operations.
Current wording
Contractual coupon interest expense and amortization of debt issuance costs for the Senior Notes for the three and nine month periods ended September 30, 2026 was $4.5 million and $0.2 million, and $13.5 million and $0.6 million, respectively. For the three and nine month periods ended September 30, 2025, Contractual coupon interest expense and amortization of debt issuance costs for the Senior Notes was $4.5 million and $0.2 million, and $13.5 million and $0.5 million, respectively. Contractual coupon interest expense and amortization of debt issuance costs for the Senior Notes are included in Interest expensein our Condensed Consolidated Statements of Operations. The estimated fair value of the Senior Notes and the related fair value hierarchy classification are included in Note 13 to our Condensed Consolidated Financial Statements.
Previous wording
On September 23, 2022, we entered into the Third Amendment to Second Amended and Restated Credit Agreement among us, certain of our subsidiaries as borrowers (together with us, the “Borrowers”), certain of our subsidiaries as guarantors, the lenders party thereto, and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended our existing Second Amended and Restated Credit Agreement, dated as of December 21, 2018 (as amended from time to time, the “Revolving Credit Agreement”).
Current wording
On August 12, 2026, we entered into a Sixth Amendment to Second Amended and Restated Credit Agreement (the “Amendment”), among us, certain of our subsidiaries party thereto as loan parties, the lenders party thereto and Wells Fargo Capital Finance, LLC, as the administrative agent (the “Agent”), which amended our existing Second Amended and Restated Credit Agreement dated as of December 21, 2018 (as previously amended and as amended by the Amendment, the “Revolving Credit Agreement”).
Previous wording
Under the Revolving Credit Agreement, the lenders agree to make available a $350 million revolving credit facility (the “Revolving Credit Facility”) to the Borrowers with a scheduled maturity date of September 23, 2027. We have the option to increase the total commitments under the Revolving Credit Facility by up to an additional $175 million, subject to certain conditions, including obtaining agreements from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. Availability under the Revolving Credit Agreement is based upon quarterly (or more frequent under certain circumstances) borrowing base certifications of the Borrowers’ eligible inventory, eligible leasing inventory and eligible accounts receivable, and is reduced by certain reserves in effect from time to time.
Current wording
Under the Revolving Credit Agreement, the lenders agree to make available a $300 million revolving credit facility to us and certain of our subsidiaries party to the Revolving Credit Agreement from time to time as borrowers (collectively, the “Borrowers”). We have the option to increase the total commitments under the facility by up to an additional $175 million, subject to certain conditions, including obtaining commitments from one or more lenders, whether or not party to the Revolving Credit Agreement, to provide such additional commitments. The Revolving Credit Agreement matures upon the earliest of (i) August 12, 2031, (ii) the date that is 91 days prior to the maturity of our 4.50% Senior Notes due 2028, (iii) the date that is 91 days prior to the maturity of our 4.00% Convertible Notes due 2032, and (iv) the date that is 91 days prior to the maturity of debt of any one or more of the loan parties under the Revolving Credit Agreement in an aggregate outstanding principal amount exceeding $40 million.
Previous wording
Subject to availability, the Revolving Credit Agreement provides for a letter of credit subfacility in the amount of $25 million and allows for swingline loans in the amount of $35 million. Outstanding borrowings under the Revolving Credit Agreement bear interest at an annual rate, at the Borrowers’ election, equal to (i) adjusted term Secured Overnight Financing Rate plus a margin ranging from 1.25% to 1.75% or (ii) a base rate plus a margin ranging from 0.25% to 0.75%, in each case depending upon the monthly average excess availability under the Revolving Credit Agreement. The Borrowers are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of the Agent and the lenders.
Current wording
Outstanding borrowings under the Revolving Credit Agreement will bear interest at an annual rate, at the Borrowers’ election, equal to (i) term SOFR plus a margin ranging from 1.50% to 2.00% or (ii) a base rate plus a margin ranging from 0.50% to 1.00%, in each case depending upon the monthly average excess availability under the revolving credit facility. The Borrowers are required to pay a monthly unused line fee equal to 0.20% times the average daily unused availability along with other customary fees and expenses of the Agent and the lenders.
Previous wording
The Revolving Credit Agreement is guaranteed by certain of our subsidiaries (the “Guarantors”) and is secured by substantially all personal property of the Borrowers and the Guarantors.
Current wording
The Revolving Credit Agreement is required to be guaranteed by certain of our subsidiaries (each a “Guarantor”) and is secured by substantially all personal property of each Borrower and Guarantor.
Previous wording
The Revolving Credit Agreement contains customary covenants limiting our ability and certain of our subsidiaries to, among other things, pay cash dividends, incur debt or liens, redeem or repurchase stock, enter into transactions with affiliates, merge, dissolve, repay subordinated indebtedness, make investments and dispose of assets. In addition, 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 the greater of (a) 10.0% of the lesser of (i) the total revolving commitments and (ii) the borrowing base (such lesser amount, the “Line Cap”) and (b) $25 million. As of June 30, 2026, we were in compliance with all covenants.
Current wording
The Revolving Credit Agreement contains customary covenants limiting our ability and the ability of certain of our subsidiaries to, among other things, pay 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 (i) prior to the Financial Covenant Conversion Date, minimum liquidity of $90 million at all times, other than with respect to a period of no more than three consecutive business days in any month, and (ii) on and after the Financial Covenant Conversion Date, 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 (calculated without giving effect to the $40 million availability block) is less than the greater of (a) 10.0% of the lesser of (x) the total revolving commitments and (y) the borrowing base and (b) $25 million. As of September 30, 2026, we were in compliance with all covenants.
Previous wording
During the three month period ended June 30, 2025, we had payments of principal totaling $0.5 million and borrowings of principal totaling $20.5 million under the Revolving Credit Agreement. During the six month period ended June 30, 2025, we had payments of principal totaling $0.9 million and borrowings of principal totaling $40.9 million. As of June 30, 2025, there was $40.0 million outstanding under the Revolving Credit Agreement.
Current wording
During the three month period ended September 30, 2026, we had payments of principal totaling $128.5 million and borrowings of principal totaling $13.5 million under the Revolving Credit Agreement. During the nine month period ended September 30, 2026, we had payments of principal totaling $246.9 million and borrowings of principal totaling $201.9 million. As of September 30, 2026, there were no amounts outstanding under the Revolving Credit Agreement.
Previous wording
During the three month period ended June 30, 2026, we had payments of principal totaling $62.1 million and borrowings of principal totaling $77.1 million under the Revolving Credit Agreement. During the six month period ended June 30, 2026, we had payments of principal totaling $118.4 million and borrowings of principal totaling $188.4 million. As of June 30, 2026, there was $115.0 million outstanding under the Revolving Credit Agreement.
Current wording
During the three month period ended September 30, 2025, we had payments of principal totaling $15.8 million and borrowings of principal totaling $0.8 million under the Revolving Credit Agreement. During the nine month period ended September 30, 2025, we had payments of principal totaling $16.8 million and borrowings of principal totaling $41.8 million. As of September 30, 2025, there was $25.0 million outstanding under the Revolving Credit Agreement.
Previous wording
Interest expense under the Revolving Credit Agreement for each three and six month period ended June 30, 2026 was approximately $1.9 million and $3.4 million, respectively. During each three and six month period ended June 30, 2025, interest expense under the Revolving Credit Agreement was approximately $0.6 million and $0.8 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expensein our Condensed Consolidated Statements of Operations.
Current wording
Interest expense under the Revolving Credit Agreement for each three and nine month periods ended September 30, 2026 was approximately $0.6 million and $4.0 million, respectively. During each three and nine month periods ended September 30, 2025, interest expense under the Revolving Credit Agreement was approximately $0.6 million and $1.5 million, respectively. Interest expense under the Revolving Credit Agreement is included in Interest expensein our Condensed Consolidated Statements of Operations.
Previous wording
Cash used in operating activities for the first six months of 2026 totaled $28.5 million, compared to using $16.1 million during the same period in 2025. Cash used in operations during the current year period was the result of net income (loss) without the adjustment for a large non-cash reduction in legal matter expenses that occurred in the same period of 2025. Changes in key working capital accounts for 2026 and 2025 are summarized below (in thousands):
Current wording
Cash used in operating activities for the first nine months of 2026 totaled $65.8 million, compared to providing $69.1 million during the same period in 2025. Cash used in operations during the current year was the result of net loss adjusted for various non-cash activities, including depreciation, amortization, net gain on sale of property, plant and equipment, deferred taxes, stock-based compensation, and working capital. Changes in key working capital accounts for 2026 and 2025 are summarized below (in thousands):
Previous wording
Accounts receivable increased $51.4 million in the first six months of 2026 as compared to a $45.8 million increase in the prior year period. Days sales outstanding, a measure of working capital efficiency that measures the amount of time a receivable is outstanding, was 48 days and 41 days for the six months ended June 30, 2026 and 2025, respectively. Inventory increased by $11.1 million during the first six months of 2026, compared to an decrease of $6.4 million in the same 2025 period. Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year, was approximately 6.9 times in the period ended June 30, 2026, an increase of 1.2 times from the same 2025 period. Accounts payable and accrued liabilities increased by $93.0 million during the first six months of 2026 compared to an increase of $40.1 million for the same period in 2025. Days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable is outstanding, was 61 days for the period ended June 30, 2026 compared to 53 days for the period ended June 30, 2025.
Current wording
Accounts receivable increased $78.1 million in the first nine months of 2026 as compared to a $3.2 million increase in the prior year period. Days sales outstanding, a measure of working capital efficiency that measures the amount of time a receivable is outstanding, was 38 days and 35 days for the nine months ended September 30, 2026 and 2025, respectively. Inventory increased by $14.6 million during the first nine months of 2026, compared to a decrease of $39.3 million in the same 2025 period. Our inventory turns, a commonly used measure of working capital efficiency that measures how quickly inventory turns per year, was approximately 6.5 times in the period ended September 30, 2026, an increase of 0.2 times from the same 2025 period. Accounts payable and accrued liabilities increased by $99.1 million during the first nine months of 2026 compared to an increase of $128.2 million for the same period in 2025. Days payable outstanding, a measure of working capital efficiency that measures the amount of time a payable is outstanding, was 48 days for the period ended September 30, 2026 compared to 45 days for the period ended September 30, 2025.
Previous wording
Investing activities provided $7.1 million during the first six months of 2026, as compared to using $47.8 million during the same period in 2025. Investing activities for the first six months of 2026 related to $21.9 million of proceeds from the sale of assets partially offset by capital expenditures for property, plant, and equipment of $5.5 million, $0.2 million for revenue generating assets, and an additional $6.2 million for an investment in an unconsolidated entity. Investing activities for the first six months of 2025 related to capital expenditures for property, plant, and equipment of $14.9 million.
Current wording
Investing activities provided $21.5 million during the first nine months of 2026, as compared to using $74.3 million during the same period in 2025. Investing activities for the first nine months of 2026 related to $39.7 million of proceeds from the sale of assets partially offset by cash payments for capital expenditures for property, plant, and equipment of $8.9 million, $0.2 million for revenue generating assets, and an additional $6.2 million for an investment in an unconsolidated entity. Investing activities for the first nine months of 2025 related to cash payments for capital expenditures for property, plant, and equipment of $20.2 million, $40.2 million for revenue generating assets, and an additional $12.4 million for an investment in an unconsolidated entity.
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Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The Convertible Notes bear interest at the rate of 4.0% per annum from the date of issuance, payable semi-annually in arrears on February 1 and August 1, beginning February 1, 2027.
Current report — wording carried from elsewhere
We will endeavor to pass raw material and component price increases to our customers while continuing our cost-management and hedging activities to reduce the effect of material-cost changes on our operating results. We also rely on a limited number of suppliers for certain key components and raw materials, including tires, landing gear, axles, suspensions, aluminum extrusions, chassis and specialty steel coil. Although we have taken actions to mitigate certain of these risks, including entering into previously announced supply agreements designed to support current and expected demand levels, shortages of raw materials or components could adversely affect our ability to meet customer demand. Despite these risks, we believe we are positioned to capitalize on demand as industry conditions normalize.