<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
[X] THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1998
OR
TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
[ ] THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission File Number: 1-10883
-------
WABASH NATIONAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1375208
- ------------------------ ---------------------
(State of Incorporation) (IRS Employer
Identification Number)
1000 Sagamore Parkway South,
Lafayette, Indiana 47905
- ----------------------------- ----------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (765) 448-1591
--------------
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 and has been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
The number of shares of common stock outstanding at May 15, 1998 was 22,956,294.
<PAGE> 2
WABASH NATIONAL CORPORATION
INDEX
FORM 10-Q
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
March 31, 1998 and December 31, 1997 1
Condensed Consolidated Statements of Income
for the three months ended
March 31, 1998 and 1997 2
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 1998
and 1997 3
Notes to Condensed Consolidated Financial
Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 7
Item 3. Quantitative and Qualitative Disclosures
About Market Risk (Not Applicable)
PART II - OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K 11
</TABLE>
<PAGE> 3
WABASH NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------- -------------
(Unaudited) (Note 1)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 21,383 $ 14,647
Accounts receivable, net 131,146 161,249
Current portion of finance contracts 7,146 7,697
Inventories 224,850 211,359
Prepaid expenses and other 11,741 12,962
------------- -------------
Total current assets 396,266 407,914
------------- -------------
PROPERTY, PLANT AND EQUIPMENT, net 110,831 108,798
------------- -------------
EQUIPMENT LEASED TO OTHERS, net 34,792 43,986
------------- -------------
FINANCE CONTRACTS, net of current portion 60,755 51,539
------------- -------------
OTHER ASSETS 16,893 17,633
------------- -------------
$ 619,537 $ 629,870
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 4,113 $ 4,148
Accounts payable 111,553 94,083
Accrued liabilities 34,168 29,471
------------- -------------
Total current liabilities 149,834 127,702
------------- -------------
LONG-TERM DEBT, net of current maturities 191,671 231,880
------------- -------------
DEFERRED INCOME TAXES 28,200 26,440
------------- -------------
OTHER NONCURRENT LIABILITIES AND CONTINGENCIES 16,813 17,332
------------- -------------
STOCKHOLDERS' EQUITY:
Preferred stock 4 4
Common stock, 19,956,294 and 19,954,874
shares were issued and outstanding,
respectively 200 200
Additional paid-in capital 135,638 135,611
Retained earnings 98,456 91,980
Treasury stock at cost, 59,600 common
shares (1,279) (1,279)
------------- -------------
233,019 226,516
------------- -------------
$ 619,537 $ 629,870
============= =============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
1
<PAGE> 4
WABASH NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------
1998 1997
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
NET SALES $ 293,612 $ 135,087
COST OF SALES 266,924 127,054
----------- -----------
Gross profit 26,688 8,033
GENERAL AND ADMINISTRATIVE
EXPENSES 6,396 2,154
SELLING EXPENSES 2,978 1,136
----------- -----------
Income from operations 17,314 4,743
OTHER INCOME (EXPENSE)
Interest expense (4,649) (3,369)
Other, net (240) 91
----------- -----------
Income before income taxes 12,425 1,465
PROVISION FOR INCOME TAXES 4,987 596
----------- -----------
Net income $ 7,438 $ 869
PREFERRED STOCK DIVIDENDS 264 --
----------- -----------
NET INCOME AVAILABLE TO COMMON
SHAREHOLDERS $ 7,174 $ 869
=========== ===========
Earnings per share:
Basic $ 0.36 $ 0.05
Diluted $ 0.36 $ 0.05
=========== ===========
Cash dividends per share $ 0.035 $ 0.03
=========== ===========
Weighted average number of shares used to compute:
Basic 19,956 18,911
Diluted 20,924 18,911
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
2
<PAGE> 5
WABASH NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
------------------------------
1998 1997
----------- -----------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 7,438 $ 869
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities-
Depreciation and amortization 4,257 4,558
Bad debt provision 393 138
Deferred income taxes 1,270 1,374
Equity in losses of unconsolidated affiliate 500 --
Change in operating assets and liabilities:
Accounts receivable 29,710 (18,977)
Inventories (13,491) (13,679)
Prepaid expenses and other 1,711 (543)
Accounts payable and accrued liabilities 22,167 5,787
Other, net (30) (4,826)
----------- -----------
Net cash provided by (used in)
operating activities 53,925 (25,299)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,150) (4,174)
Investment in equipment leased to others (1,614) (7,421)
Proceeds from sale of leased equipment and
finance contracts 9,330 1,719
Investment in finance contracts (10,316) (5,307)
Principal payments on finance contracts 1,107 1,263
Payments for RoadRailer technology -- (1,086)
Other, net (367) 40
----------- -----------
Net cash used in investing activities (6,010) (14,966)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Long-term debt -- 25,000
Long-term revolver 97,000 72,000
Common stock 27 --
Payments:
Long-term debt (944) (1,456)
Long-term revolver (136,300) (51,500)
Common stock dividends (698) (567)
Preferred stock dividends (264) --
----------- -----------
Net cash (used in) provided by
financing activities (41,179) 43,477
----------- -----------
NET INCREASE IN CASH 6,736 3,212
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 14,647 5,514
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 21,383 $ 8,726
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 6
WABASH NATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
NOTE 1. GENERAL
The consolidated financial statements included herein have been
prepared by Wabash National Corporation and its subsidiaries (the Company)
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations; however, the Company believes that the disclosures are adequate to
make the information presented not misleading. The condensed consolidated
financial statements included herein should be read in conjunction with the
financial statements and the notes thereto included in the Company's 1997 Annual
Report on Form 10-K.
In the opinion of the registrant, the accompanying financial statements
contain all material adjustments (consisting only of normal recurring
adjustments), necessary to present fairly the consolidated financial position of
the Company at March 31, 1998 and December 31, 1997 and its results of
operations and cash flows for the three months ended March 31, 1998 and 1997.
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 128, "Earnings Per Share", during 1997. SFAS No. 128 simplifies the
computation of earnings per share (EPS) and requires the presentation of two new
amounts, basic and diluted EPS. As required by SFAS No. 128, all prior period
EPS data have been restated to conform with the provisions of this Statement.
The adoption of this Statement resulted in an immaterial difference in its
computation of basic and dilutive EPS.
The Company adopted SFAS No. 130, "Reporting Comprehensive Income", on
January 1, 1998. SFAS No. 130 was effective for fiscal years beginning after
December 15, 1997. SFAS No. 130 established standards for reporting and display
of "comprehensive income" and its components. Comprehensive income is not
reported in the accompanying Condensed Consolidated Financial Statements as the
Company has no items of Other Comprehensive Income for the periods presented.
4
<PAGE> 7
NOTE 3. INVENTORIES
Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
Raw material and components $ 100,165 $ 75,629
Work in progress 14,954 16,892
Finished goods 52,148 68,164
Aftermarket parts 26,706 25,386
Used trailers 30,877 25,288
------------ ------------
$ 224,850 $ 211,359
============ ============
</TABLE>
NOTE 4. LEASING AND FINANCE OPERATIONS
Wabash National Finance Corporation (the "Finance Company"), a wholly
owned subsidiary of the Company, provides leasing and finance programs to
customers for new and used trailers. The Finance Company's lease revenues,
excluding revenue from the sale of leased trailers of $0.6 million and $1.9
million, were $5.3 million and $5.0 million during the three months ended March
31, 1998 and 1997, respectively. Income before income taxes was $0.7 million and
$0.1 million during the three months ended March 31, 1998 and 1997,
respectively.
At March 31, 1998 and December 31, 1997 respectively, the Finance
Company has $53.9 million and $54.9 million in long-term debt, comprised of
$39.0 million and $39.0 million in intercompany debt to the Company and $14.9
million and $15.9 million in debt due to third parties, of which $7.9 million
and $8.4 was guaranteed by the Company. Also at March 31, 1998 and December 31,
1997 respectively, the Finance Company had total assets of $107.1 million and
$107.3 million, consisting primarily of Equipment Leased to Others of $34.8
million and $44.0 million and Finance Contracts, net of current portion, of
$60.8 million and $51.5 million. During March 1998, the Finance Company sold and
leased back approximately $8.8 million of its equipment leased to others with a
large financial institution.
NOTE 5. ACQUISITION
On April 16, 1997, the Company acquired substantially all of the
remaining assets of Fruehauf Trailer Corporation ("Fruehauf"), a manufacturer
and marketer of truck trailers and related parts. The purchase included assets
consisting of the Fruehauf and Pro-Par(R) names, all patents and trademarks,
retail outlets in 31 major metropolitan markets, the aftermarket parts
distribution business based in Grove City, Ohio, a specialty trailer
manufacturing plant in Huntsville, Tennessee and a van manufacturing plant in
Ft. Madison, Iowa. For financial statement purposes the acquisition was
accounted for as a purchase and accordingly, Fruehauf's results are included in
the consolidated financial statements since the date of acquisition.
5
<PAGE> 8
The following table reflects unaudited pro forma combined results of
operations of the Company and the acquired assets as if the acquisition had
occurred January 1, 1997.
<TABLE>
<CAPTION>
Three Months
Ended March 31,
(In millions, except per share amounts) 1998 1997
------ ------
<S> <C> <C>
Net sales....................................................................... $293.6 $170.8
Net income...................................................................... $ 7.4 $ 0.4
Net income per common share..................................................... $ 0.36 $ 0.01
------ ------
</TABLE>
In management's opinion, the unaudited pro forma combined results of operations
are not indicative of the actual results that would have occurred had the
acquisition been consummated at the beginning of 1997 or of future operations of
the combined companies under the ownership and management of the Company.
NOTE 6. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Three Months
Ended March 31,
(In thousands) 1998 1997
------- -------
<S> <C> <C>
Cash paid during the period for:
Interest, net of amounts capitalized $ 4,639 $ 3,872
Income taxes 181 1
------- -------
</TABLE>
NOTE 7. ACCOUNTS RECEIVABLE SECURITIZATION
On March 31, 1998, Wabash National Corporation replaced its existing
$40 million receivable sale and servicing agreement with a new three-year trade
receivable securitization facility. The new facility allows the Company to sell,
without recourse on an ongoing basis, all of their accounts receivable to Wabash
Funding Corporation (Funding Corp.), a wholly-owned unconsolidated subsidiary of
the Company. Simultaneously, the Funding Corp. has sold and, subject to certain
conditions, may from time to time sell an undivided interest in those
receivables to a large financial institution. The Company expects to receive
proceeds of between $75 million and $90 million for the sale of such undivided
interest. At March 31, 1998, $83 million of proceeds have been received under
the new facility. No gain or loss was recorded during the first quarter of 1998
as a result of this transaction. Amounts reflected as Accounts Receivable in the
accompanying Condensed Consolidated Balance Sheets as of March 31, 1998 include
an interest in receivables sold to the Funding Corp. in excess of proceeds
received.
Proceeds from the sale were used to reduce outstanding borrowings under
the Company's Revolving Credit Agreement and are reflected as operating cash
flows in the accompanying Condensed Consolidated Statement of Cash Flows. Costs
associated with this facility will be classified as Selling, General and
Administrative Expenses in the consolidated statement of income. In order to
6
<PAGE> 9
operate this facility on an on-going basis, the Company is required to meet
certain covenants primarily related to the performance of its accounts
receivable portfolio. The Company also retains the servicing responsibility for
these receivables.
NOTE 8. SUBSEQUENT EVENT
On April 28, 1998, the Company sold three million shares of its common
stock registered in a public offering at a public-offering price of $30.75 per
share. The Company expects to use the proceeds from the sale to expand its
retail branch network, to fund certain capital improvements related to its
manufacturing facilities, to repay debt, and for other general corporate
purposes.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
NOTE: This discussion contains various forward-looking statements. These
comments should be viewed in connection with the risk factors disclosed in the
Company's Registration Statement on Form S-3 (SEC File No. 333-48589).
Net Sales
Net sales for the first quarter of 1998 increased 117% compared to the
same period in 1997. The increase in net sales amounted to $158.5 million for
the first quarter 1998 and was primarily attributable to an increase in new
trailer sales of $123.5 million, and an increase in aftermarket parts and
service revenues of $18.9 million and $6.8 million, respectively.
The increase in new trailer sales of $123.5 million for the three
months ended March 31, 1998 was attributable to an 87% increase in units sold,
reflecting the impact of the 31 retail outlets and two manufacturing locations
acquired during the second quarter in 1997, increased production of the
Company's new proprietary composite trailer and a continued strong demand for
the Company's products.
The increase in aftermarket parts and service revenues reflects an
increase in aftermarket part sales through the Company's existing parts
distribution business as well as the aftermarket parts distribution business and
retail outlets acquired in 1997. Beginning in 1998, the Company plans to begin
the expansion of its retail distribution network from its current level of 31
retail outlets to approximately 50 retail outlets within 24 months.
Gross Profit
Gross profit as a percentage of sales totaled 9.1% for the first
quarter of 1998 compared to 5.9% for the same period in 1997. The increase in
the gross profit margins reflects the impact of higher margin sales from the
retail branch outlets acquired in 1997 and the improvement in product mix
resulting from the completion of the Company's composite material facility in
the third quarter of
7
<PAGE> 10
1997. As expected, the gross margins recognized through the retail branch
network during the first quarter 1998 on sales of new and used trailers and
aftermarket parts and service were significantly better than the historical
margins achieved by the Company on new trailer fleet business. In addition, the
completion of the Company's composite material facility in August, 1997, has
allowed the Company to increase its production rates, thereby improving
production efficiency at the Company's manufacturing facilities.
Income From Operations
Income from operations for the first quarter of 1998 as a percentage of
net sales was 5.9% versus 3.5% for the same period in 1997. Income from
operations in 1998 was impacted primarily by the increase in gross profit
margins previously discussed offset somewhat by increased selling, general and
administrative expenses. The increase in selling, general and administrative
expenses primarily reflects higher levels of expense associated with the retail
outlets acquired in April, 1997.
Interest Expense
Interest expense for the three-month period ended March 31, 1998
totaled $4.6 million compared to $3.4 million in the same period in 1997. The
increase in interest expense is primarily the result of higher debt levels
associated with increased working capital requirements.
Taxes
The provision for income taxes for the three month period ended March
31, 1998 and 1997 of $5.0 million and $.6 million respectively, represents 40.1%
and 40.7% of pre-tax income for the periods. The effective tax rates are higher
than the Federal statutory rates of 35% due primarily to state income taxes.
LIQUIDITY AND CAPITAL RESOURCES
As presented in the Condensed Consolidated Statement of Cash Flows, net
cash provided by operating activities was $53.9 million during the first three
months of 1998 primarily as a result of net income and changes in working
capital. Increased inventory levels resulting from higher new trailer production
and the establishment of inventory at the retail outlets was more than offset by
related increases in accounts payable and accrued liabilities. In addition, as
discussed in more detail below, the Company received proceeds of $83 million on
the sale of accounts receivable which favorably impacted cash flow from
operations.
During March, 1998, the Finance Company sold and leased back
approximately $8.8 million of its equipment leased to others with a large
financial institution. Exclusive of this transaction, the Finance Company's
lease portfolio (finance contracts and equipment leased to others) increased
$8.3 million as the Company continues to expand its leasing operation. In
addition, the Company used $4.2 million of cash for capital expenditures during
the first
8
<PAGE> 11
three months of 1998, principally for the purpose of increasing manufacturing
productivity and other operating purposes.
On March 31, 1998, the Company replaced its existing $40 million
receivable sale and servicing agreement with a new three-year trade receivable
securitization facility. The new facility allows the Company to sell, without
recourse on an ongoing basis, all of its accounts receivable to Wabash Funding
Corporation (Funding Corp.), a wholly-owned unconsolidated subsidiary of the
Company. Simultaneously, the Funding Corp. has sold and, subject to certain
conditions, may from time to time sell an undivided interest in those
receivables to a large financial institution. The Company expects to receive
proceeds of between $75 million and $90 million for the sale of such undivided
interest. At March 31, 1998, $83 million of proceeds were received by the
Company related to this new facility.
Proceeds from the sale were used to reduce outstanding borrowings under
the Company's Revolving Credit Agreement and are reflected as operating cash
flows in the accompanying Consolidated Statement of Cash Flows. Costs
associated with this facility will be classified as Selling, General and
Administrative Expenses in the consolidated statement of income. In order to
operate this new trade receivable facility on an on-going basis, the Company is
required to meet certain covenants primarily related to the performance of its
accounts receivable portfolio. The Company also retains the servicing
responsibility for these receivables.
On April 28, 1998, the Company sold three million shares of its common
stock registered in a public offering at a public-offering price of $30.75 per
share. The Company expects to use the proceeds from the sale to expand its
retail branch network, to fund certain capital improvements related to its
manufacturing facilities, to repay debt, and for other general corporate
purposes.
Other sources of funds for capital expenditures, continued expansion of
businesses, dividends, principal repayments on debt, stock repurchase and
working capital requirements are expected to be cash from operations, additional
borrowings under the credit facilities, term borrowings and equity offerings.
The Company believes that these funding sources will be adequate for its
anticipated requirements.
The Company has assessed and continues to assess the impact of the Year
2000 Issue on its reporting systems and operations. The Year 2000 Issue exists
because many computer systems and applications currently use two-digit date
fields to designate a year. As the century date occurs, date sensitive systems
will recognize the year 2000 and 1900 or not at all. This inability to recognize
or properly treat the year 2000 may cause our systems to process critical
financial and operational information incorrectly. One of the more significant
Year 2000 issues faced by the Company are the systems in place within the
Company's retail distribution network, which are not Year 2000 compliant. As a
result, in 1998 the Company will install new application systems within this
distribution network which will be Year 2000 compliant. The Company does not
expect the costs associated with becoming Year 2000 compliant to be material.
9
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BACKLOG
The Company's backlog of orders was approximately $918 million at March
31, 1998 and $832 million at December 31, 1997. The Company expects to fill a
majority of its backlog within the next twelve months.
NEW ACCOUNTING PRONOUNCEMENTS
The Company adopted Statement of Financial Accounting Standards (SFAS
No. 128, "Earnings Per Share", during 1997. SFAS No. 128 simplifies the
computation of earnings per share (EPS) and requires the presentation of two new
amounts, basic and diluted EPS. As required by SFAS No. 128, all prior period
EPS data have been restated to conform with the provisions of this Statement.
The adoption of Statement resulted in an immaterial difference in its
computation of basic and dilutive EPS.
The Company adopted SFAS No. 130, "Reporting Comprehensive Income", on
January 1, 1998. SFAS No. 130 was effective for fiscal years beginning after
December 15, 1997. SFAS No. 130 established standards for reporting and display
of "comprehensive income" and its components. Comprehensive income is not
reported in the accompanying Condensed Consolidated Financial Statements as the
Company had no items of Other Comprehensive Income for the periods presented.
10
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
15.1 Report of Independent Public Accountants
27.1 to 27.9 Restated Financial Data Schedules as a result of the adoption of
SFAS No. 128, "Earnings per Share"
(b) Reports on Form 8-K:
1. Form 8-K filed April 14, 1998 reporting under Item 10: Receivables
Sales Agreement between the Company and Wabash National Funding
Corporation and the Receivables Purchase Agreement between Wabash
Funding Corporation and Falcon Asset Securitization Corporation.
11
<PAGE> 14
SIGNATURES
Pursuant to the requirements 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
Date: May 15, 1998 By: /s/ Rick B. Davis
------------ ------------------------------
Rick B. Davis
Corporate Controller
and Executive Officer
12
<PAGE> 1
EXHIBIT 15.1
[ARTHUR ANDERSEN LLP LETTERHEAD]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Wabash National Corporation:
We have reviewed the condensed consolidated balance sheets of WABASH NATIONAL
CORPORATION (a Delaware corporation) and subsidiaries as of March 31, 1998, and
the related condensed consolidated statements of income for the three-month
period ended March 31, 1998 and 1997, and the condensed consolidated statements
of cash flows for the three-month periods ended March 31, 1998 and 1997. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based, on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Wabash National Corporation and
subsidiaries as of December 31, 1997 (not presented herein) and, in our report
dated January 19, 1998, we expressed an unqualified opinion on that statement.
In our opinion, the information set forth in the condensed consolidated balance
sheet of Wabash National Corporation and subsidiaries as of December 31, 1997
is fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
April 17, 1998.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, STATEMENT OF INCOME, AND STATEMENT OF CASH FLOW AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 21,383
<SECURITIES> 0
<RECEIVABLES> 131,146
<ALLOWANCES> 0
<INVENTORY> 224,850
<CURRENT-ASSETS> 396,266
<PP&E> 110,831
<DEPRECIATION> 0
<TOTAL-ASSETS> 619,537
<CURRENT-LIABILITIES> 149,834
<BONDS> 191,671
0
4
<COMMON> 200
<OTHER-SE> 232,815
<TOTAL-LIABILITY-AND-EQUITY> 619,537
<SALES> 293,612
<TOTAL-REVENUES> 293,612
<CGS> 266,924
<TOTAL-COSTS> 266,924
<OTHER-EXPENSES> 9,374
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,649
<INCOME-PRETAX> 12,425
<INCOME-TAX> 4,987
<INCOME-CONTINUING> 7,438
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,438
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.36
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, STATEMENT OF INCOME, AND STATEMENT OF CASH FLOW AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 14,647
<SECURITIES> 0
<RECEIVABLES> 161,582
<ALLOWANCES> 0
<INVENTORY> 211,359
<CURRENT-ASSETS> 407,914
<PP&E> 108,798
<DEPRECIATION> 0
<TOTAL-ASSETS> 629,870
<CURRENT-LIABILITIES> 127,702
<BONDS> 231,880
0
4
<COMMON> 200
<OTHER-SE> 226,312
<TOTAL-LIABILITY-AND-EQUITY> 629,870
<SALES> 846,082
<TOTAL-REVENUES> 846,082
<CGS> 778,620
<TOTAL-COSTS> 778,620
<OTHER-EXPENSES> 26,307
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,100
<INCOME-PRETAX> 25,790
<INCOME-TAX> 10,576
<INCOME-CONTINUING> 15,214
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,214
<EPS-PRIMARY> 0.74
<EPS-DILUTED> 0.74
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, STATEMENT OF INCOME, AND STATEMENT OF CASH FLOW AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 10,864
<SECURITIES> 0
<RECEIVABLES> 136,000
<ALLOWANCES> 0
<INVENTORY> 208,421
<CURRENT-ASSETS> 380,820
<PP&E> 117,486
<DEPRECIATION> 0
<TOTAL-ASSETS> 605,925
<CURRENT-LIABILITIES> 156,234
<BONDS> 197,180
0
4
<COMMON> 200
<OTHER-SE> 220,677
<TOTAL-LIABILITY-AND-EQUITY> 605,925
<SALES> 577,897
<TOTAL-REVENUES> 577,897
<CGS> 533,987
<TOTAL-COSTS> 533,987
<OTHER-EXPENSES> 17,932
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,572
<INCOME-PRETAX> 14,867
<INCOME-TAX> 6,104
<INCOME-CONTINUING> 8,763
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,763
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.42
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, STATEMENT OF INCOME, AND STATEMENT OF CASH FLOW AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,337
<SECURITIES> 0
<RECEIVABLES> 106,558
<ALLOWANCES> 0
<INVENTORY> 194,898
<CURRENT-ASSETS> 331,033
<PP&E> 115,582
<DEPRECIATION> 0
<TOTAL-ASSETS> 588,830
<CURRENT-LIABILITIES> 127,800
<BONDS> 213,549
0
4
<COMMON> 199
<OTHER-SE> 216,288
<TOTAL-LIABILITY-AND-EQUITY> 588,830
<SALES> 331,494
<TOTAL-REVENUES> 331,494
<CGS> 308,751
<TOTAL-COSTS> 308,751
<OTHER-EXPENSES> 9,811
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,105
<INCOME-PRETAX> 6,065
<INCOME-TAX> 2,354
<INCOME-CONTINUING> 3,711
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,711
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, STATEMENT OF INCOME, AND STATEMENT OF CASH FLOW AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 8,726
<SECURITIES> 0
<RECEIVABLES> 90,005
<ALLOWANCES> 0
<INVENTORY> 153,694
<CURRENT-ASSETS> 273,444
<PP&E> 83,980
<DEPRECIATION> 0
<TOTAL-ASSETS> 491,588
<CURRENT-LIABILITIES> 92,828
<BONDS> 195,477
0
0
<COMMON> 189
<OTHER-SE> 178,482
<TOTAL-LIABILITY-AND-EQUITY> 491,588
<SALES> 135,087
<TOTAL-REVENUES> 135,087
<CGS> 127,054
<TOTAL-COSTS> 127,054
<OTHER-EXPENSES> 3,290
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,369
<INCOME-PRETAX> 1,465
<INCOME-TAX> 596
<INCOME-CONTINUING> 869
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 869
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, STATEMENT OF INCOME, AND STATEMENT OF CASH FLOW AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 5,514
<SECURITIES> 0
<RECEIVABLES> 71,166
<ALLOWANCES> 0
<INVENTORY> 140,015
<CURRENT-ASSETS> 235,910
<PP&E> 81,782
<DEPRECIATION> 0
<TOTAL-ASSETS> 440,071
<CURRENT-LIABILITIES> 87,198
<BONDS> 151,307
0
0
<COMMON> 189
<OTHER-SE> 178,179
<TOTAL-LIABILITY-AND-EQUITY> 440,071
<SALES> 631,492
<TOTAL-REVENUES> 631,492
<CGS> 602,629
<TOTAL-COSTS> 602,629
<OTHER-EXPENSES> 13,359
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,257
<INCOME-PRETAX> 6,035
<INCOME-TAX> 2,397
<INCOME-CONTINUING> 3,638
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,638
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.19
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, STATEMENT OF INCOME, AND STATEMENT OF CASH FLOW AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 6,283
<SECURITIES> 0
<RECEIVABLES> 78,017
<ALLOWANCES> 0
<INVENTORY> 148,842
<CURRENT-ASSETS> 251,781
<PP&E> 78,664
<DEPRECIATION> 0
<TOTAL-ASSETS> 428,764
<CURRENT-LIABILITIES> 93,494
<BONDS> 137,572
0
0
<COMMON> 189
<OTHER-SE> 177,460
<TOTAL-LIABILITY-AND-EQUITY> 428,764
<SALES> 463,131
<TOTAL-REVENUES> 463,131
<CGS> 442,075
<TOTAL-COSTS> 442,075
<OTHER-EXPENSES> 11,036
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,561
<INCOME-PRETAX> 3,934
<INCOME-TAX> 1,533
<INCOME-CONTINUING> 2,401
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,401
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.14
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, STATEMENT OF INCOME, AND STATEMENT OF CASH FLOW AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,606
<SECURITIES> 0
<RECEIVABLES> 81,775
<ALLOWANCES> 0
<INVENTORY> 159,458
<CURRENT-ASSETS> 260,880
<PP&E> 79,122
<DEPRECIATION> 0
<TOTAL-ASSETS> 431,395
<CURRENT-LIABILITIES> 104,722
<BONDS> 128,204
0
0
<COMMON> 189
<OTHER-SE> 177,932
<TOTAL-LIABILITY-AND-EQUITY> 431,395
<SALES> 140,606
<TOTAL-REVENUES> 140,606
<CGS> 134,726
<TOTAL-COSTS> 134,726
<OTHER-EXPENSES> 2,952
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,908
<INCOME-PRETAX> 173
<INCOME-TAX> 71
<INCOME-CONTINUING> 102
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 102
<EPS-PRIMARY> 0.13
<EPS-DILUTED> 0.13
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, STATEMENT OF INCOME, AND STATEMENT OF CASH FLOW AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 773
<SECURITIES> 0
<RECEIVABLES> 108,986
<ALLOWANCES> 0
<INVENTORY> 142,421
<CURRENT-ASSETS> 264,705
<PP&E> 79,227
<DEPRECIATION> 0
<TOTAL-ASSETS> 423,903
<CURRENT-LIABILITIES> 109,594
<BONDS> 117,265
0
0
<COMMON> 189
<OTHER-SE> 178,331
<TOTAL-LIABILITY-AND-EQUITY> 423,903
<SALES> 161,222
<TOTAL-REVENUES> 161,222
<CGS> 152,153
<TOTAL-COSTS> 152,153
<OTHER-EXPENSES> 2,993
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,588
<INCOME-PRETAX> 3,627
<INCOME-TAX> 1,423
<INCOME-CONTINUING> 2,204
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,204
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.12
</TABLE>
