GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Related Annual Impairment Assessments

As of December 31, 2023, goodwill allocated to the Transportation Solutions (“TS”) and Parts & Services (“P&S”) segments was approximately $120.5 million and $67.9 million, respectively.

For the 2023 annual goodwill impairment test conducted as of October 1st, 2023, the Company chose to evaluate qualitative factors to determine if it was more likely than not that the fair value of the TS and P&S reporting units were less than their respective carrying amounts. In accordance with the relevant accounting guidance, in order to perform the qualitative assessment, the Company considered many factors including, but not limited to, general economic conditions, industry and market conditions, financial performance and key business drivers, future operating plans, and potential changes to significant assumptions used in the most recent quantitative fair value analysis for each reporting unit (which was conducted in connection with the Company’s segment realignment beginning in September 2021 as further described below). Based on the analysis of the factors and considerations described above, the Company concluded that it was more likely than not that the fair value of each reporting unit continued to be greater than the respective carrying value. Therefore, no impairment charges were recorded and a quantitative analysis was not performed.

During the fourth quarters of 2022 and 2021, the Company completed its annual goodwill impairment test using the qualitative assessment. Based on all assessments performed, the Company believed it was more likely than not that the fair value of its reporting units were greater than their carrying amount and no additional impairment of goodwill was recognized.

In connection with the Company’s segment realignment beginning in September 2021 described in greater detail below, the Company performed a quantitative assessment for each reporting unit utilizing a combination of the income and market approaches, the results of which were weighted evenly. No impairment was indicated in either annual test as the fair value of each reporting unit exceeded its respective carrying value.

2021 Segment Realignment

As further described in Note 20, beginning in September 2021 the Company realigned its operating and reportable segments. Based on these changes, the Company established two operating and reportable segments: Transportation Solutions (“TS”) and Parts & Services (“P&S”). These operating and reportable segments were also 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.

2021 Goodwill Allocation for Extract Technology®

As further described in Note 21, 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.

For the years ended December 31, 2023, 2022, and 2021, the changes in the carrying amounts of goodwill were as follows (in thousands):


	Transportation Solutions		Parts & Services		Total
Balance at December 31, 2021
Goodwill	$	188,764	$	108,079	$	296,843
Accumulated impairment losses	(68,257)		(40,143)		(108,400)
Net balance at December 31, 2021	120,507		67,936		188,443


Effects of foreign currency	(5)		(4)		(9)
Balance at December 31, 2022
Goodwill	188,759		108,075		296,834
Accumulated impairment losses	(68,257)		(40,143)		(108,400)
Net balance as of December 31, 2022	120,502		67,932		188,434


Effects of foreign currency	(16)		(9)		(25)
Balance as of December 31, 2023
Goodwill	188,743		108,066		296,809
Accumulated impairment losses	(68,257)		(40,143)		(108,400)
Net balance as of December 31, 2023	$	120,486	$	67,923	$	188,409

Intangible Assets

Intangible asset amortization expense was $12.8 million, $15.2 million, and $22.9 million for 2023, 2022, and 2021, respectively. Annual intangible asset amortization expense for the next 5 fiscal years is estimated to be $12.2 million in 2024; $11.2 million in 2025; $10.7 million in 2026; $10.2 million in 2027; and $9.7 million in 2028.

As further described throughout our Annual Report on Form 10-K for the year ended December 31, 2021, 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 uses certain trade names or brand names, and predominantly uses 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 operating segment and $2.7 million to the P&S operating 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.

Net intangible assets of approximately $1.3 million were written-off during the second quarter of 2021 in connection with the Extract® divestiture.

As of December 31, 2023, the balances of intangible assets, other than goodwill, were as follows (in thousands):


	Weighted Average Amortization Period	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets

Customer relationships	13 years	$	270,016	$	(183,923)	$	86,093
Technology	12 years	11,708		(11,383)		325
Total		$	281,724	$	(195,306)	$	86,418

As of December 31, 2022, the balances of intangible assets, other than goodwill, were as follows (in thousands):


	Weighted Average Amortization Period	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets

Customer relationships	13 years	270,016		(172,086)		97,930
Technology	12 years	11,708		(10,407)		1,301
Total		$	281,724	$	(182,493)	$	99,231