-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NiluAmbnI4KMnr34wajERE4YnI0wFCQULIECJiJrbAp4jjwa25d8zcXhf9kFhP+H 8BeO026JHBdG3A5O2XUjjA== 0000950137-98-002197.txt : 19980518 0000950137-98-002197.hdr.sgml : 19980518 ACCESSION NUMBER: 0000950137-98-002197 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WABASH NATIONAL CORP /DE CENTRAL INDEX KEY: 0000879526 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK TRAILERS [3715] IRS NUMBER: 521375208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10883 FILM NUMBER: 98625611 BUSINESS ADDRESS: STREET 1: 1000 SAGAMORE PKWY S STREET 2: P O BOX 6129 CITY: LAFAYETTE STATE: IN ZIP: 47905 BUSINESS PHONE: 7654481591 MAIL ADDRESS: STREET 1: 1000 SAGAMORE PARKWAY SOUTH STREET 2: P O BOX 6129 CITY: LAFAYETTE STATE: IN ZIP: 47905 10-Q 1 FORM 10-Q 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. 2 WABASH NATIONAL CORPORATION INDEX FORM 10-Q
Page ---- 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
3 WABASH NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
March 31, December 31, 1998 1997 ------------- ------------- (Unaudited) (Note 1) 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 ============= =============
See Notes to Condensed Consolidated Financial Statements. 1 4 WABASH NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share amounts)
Three Months Ended March 31, ------------------------------ 1998 1997 ----------- ----------- (Unaudited) (Unaudited) 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 =========== ===========
See Notes to Condensed Consolidated Financial Statements. 2 5 WABASH NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
Three Months Ended March 31, ------------------------------ 1998 1997 ----------- ----------- (Unaudited) 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 =========== ===========
See Notes to Condensed Consolidated Financial Statements. 3 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 7 NOTE 3. INVENTORIES Inventories consisted of the following (in thousands):
March 31, December 31, 1998 1997 ------------ ------------ (Unaudited) 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 ============ ============
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 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.
Three Months Ended March 31, (In millions, except per share amounts) 1998 1997 ------ ------ Net sales....................................................................... $293.6 $170.8 Net income...................................................................... $ 7.4 $ 0.4 Net income per common share..................................................... $ 0.36 $ 0.01 ------ ------
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
Three Months Ended March 31, (In thousands) 1998 1997 ------- ------- Cash paid during the period for: Interest, net of amounts capitalized $ 4,639 $ 3,872 Income taxes 181 1 ------- -------
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 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 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 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 12 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 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 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 EX-15.1 2 REPORT OF INDEPENDENT ACCOUNTANTS 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. EX-27.1 3 FDS
5 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 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 21,383 0 131,146 0 224,850 396,266 110,831 0 619,537 149,834 191,671 0 4 200 232,815 619,537 293,612 293,612 266,924 266,924 9,374 0 4,649 12,425 4,987 7,438 0 0 0 7,438 0.36 0.36
EX-27.2 4 FDS
5 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 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 14,647 0 161,582 0 211,359 407,914 108,798 0 629,870 127,702 231,880 0 4 200 226,312 629,870 846,082 846,082 778,620 778,620 26,307 0 16,100 25,790 10,576 15,214 0 0 0 15,214 0.74 0.74
EX-27.3 5 FDS
5 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 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 10,864 0 136,000 0 208,421 380,820 117,486 0 605,925 156,234 197,180 0 4 200 220,677 605,925 577,897 577,897 533,987 533,987 17,932 0 11,572 14,867 6,104 8,763 0 0 0 8,763 0.42 0.42
EX-27.4 6 FDS
5 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 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 1,337 0 106,558 0 194,898 331,033 115,582 0 588,830 127,800 213,549 0 4 199 216,288 588,830 331,494 331,494 308,751 308,751 9,811 0 7,105 6,065 2,354 3,711 0 0 0 3,711 0.18 0.18
EX-27.5 7 FDS
5 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 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 8,726 0 90,005 0 153,694 273,444 83,980 0 491,588 92,828 195,477 0 0 189 178,482 491,588 135,087 135,087 127,054 127,054 3,290 0 3,369 1,465 596 869 0 0 0 869 0.05 0.05
EX-27.6 8 FDS
5 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 YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 5,514 0 71,166 0 140,015 235,910 81,782 0 440,071 87,198 151,307 0 0 189 178,179 440,071 631,492 631,492 602,629 602,629 13,359 0 10,257 6,035 2,397 3,638 0 0 0 3,638 0.19 0.19
EX-27.7 9 FDS
5 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 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 6,283 0 78,017 0 148,842 251,781 78,664 0 428,764 93,494 137,572 0 0 189 177,460 428,764 463,131 463,131 442,075 442,075 11,036 0 7,561 3,934 1,533 2,401 0 0 0 2,401 0.14 0.14
EX-27.8 10 FDS
5 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 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 2,606 0 81,775 0 159,458 260,880 79,122 0 431,395 104,722 128,204 0 0 189 177,932 431,395 140,606 140,606 134,726 134,726 2,952 0 2,908 173 71 102 0 0 0 102 0.13 0.13
EX-27.9 11 FDS
5 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 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 773 0 108,986 0 142,421 264,705 79,227 0 423,903 109,594 117,265 0 0 189 178,331 423,903 161,222 161,222 152,153 152,153 2,993 0 2,588 3,627 1,423 2,204 0 0 0 2,204 0.12 0.12
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