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SUBSEQUENT EVENTS | 9 Months Ended
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Sep. 30, 2023
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSDuring the fourth quarter of 2023, the Company continued to expand its parts and services capabilities and ecosystem by executing an agreement with a third party (the “JV Counterparty”) to create a new legal entity (Linq Venture Holdings LLC , “Linq”) to develop and scale a digital marketplace in, and for, the transportation and logistics distribution industry. Linq is intended to be the digital channel to market Wabash equipment and parts & services, as well as non-Wabash parts & services, in a digital marketplace format to end customers as well as dealers. The Company holds 49% of the membership units in Linq while the JV Counterparty holds 51%. Initial capital contributions to Linq were in proportion to the respective ownership interests. The Company’s initial capital contribution was approximately $2.5 million while the JV Counterparty’s contribution was approximately $2.6 million. At its formation, Linq has no debt or other financial obligations other than typical operating expenses and costs. Creditors of Linq do not have recourse to the general credit of the Company. The operating agreement requires excess cash distributions, as defined in the agreement, no later than 30 days after the end of the second and fourth quarters of each year in proportion to the respective ownership interests. The operating agreement provides the JV Counterparty with put rights that would require the Company to purchase the JV Counterparty’s interest in Linq. In addition, the operating agreement provides the Company with call rights that would allow it to purchase the JV Counterparty’s interest in Linq. These put and call rights vary depending upon when they may be exercised, which is generally from formation of Linq up to and including the seven-year anniversary of formation. Upon receiving notice that the JV Counterparty has exercised the put right or the Company has exercised the call right, a valuation will occur as stipulated by the operating agreement. Generally, the valuation stipulated by the operating agreement is materially equivalent to a fair value calculation. Such put and call rights have not been exercised by the JV Counterparty or the Company as of the date of this filing. Because Linq does not have sufficient equity at risk to permit it to carry on its activities without additional financial support, the Company concluded that Linq is a VIE. The Company has the ability to significantly influence the activities of Linq through minority representation on the Board of Directors as well as through participation in certain management and strategic decisions of Linq. The JV Counterparty is responsible for the overall development and management of the digital marketplace, the primary purpose for which Linq was formed. Both the Company and the JV Counterparty have a requirement to provide funding to Linq if needed. As part of the formation of Linq, the Company executed a credit agreement with Linq whereby a $10.0 million revolving line of credit (the “Wabash Note”) with a 7% simple accrued interest rate, paid quarterly, is available to Linq. The commitment under the Wabash Note may be increased to $35.0 million subject to the approval of Linq’s Board of Directors. As of the date of this filing, there were no amounts borrowed under the Wabash Note. Given the facts and circumstances specific to Linq, the Company concluded that it is not the primary beneficiary of this VIE. However, the Company has the ability to exercise significant influence over the operating and financial policies of Linq. The Company’s maximum exposure to loss in this unconsolidated VIE is limited to the Company’s initial capital contribution and any amounts borrowed under the Wabash Note. The JV Counterparty’s put right does not have a standalone value as it based upon a fair value calculation when exercised, as stipulated by the operating agreement. The Company’s equity method investment in Linq will be recorded in Investment in unconsolidated entity on its Condensed Consolidated Balance Sheets. Any amounts borrowed by Linq under the Wabash Note will be recorded in Other assets on the Company’s Condensed Consolidated Balance Sheets. The Company’s share of the results from its equity method investment will be included in Income from unconsolidated entity in the Condensed Consolidated Statements of Operations.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2 + Details
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