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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Wabash National Corporation | NYSE:WNC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.23 | -0.98% | 23.15 | 23.75 | 23.11 | 23.50 | 423,420 | 01:00:00 |
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2013
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
__________
to
__________
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Delaware |
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52-1375208
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification Number)
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1000 Sagamore Parkway South
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47905
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Lafayette , Indiana |
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(Zip Code)
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(Address of Principal Executive Offices)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 Par Value
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New York
Stock Exchange
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Series D Preferred Share Purchase Rights
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New York
Stock Exchange
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Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
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Smaller reporting company
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Pages
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PART I
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Item 1
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Business
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4
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Item 1A
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Risk Factors
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16
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Item 1B
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Unresolved Staff Comments
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24
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Item 2
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Properties
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24
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Item 3
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Legal Proceedings
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26
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Item 4
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Mine Safety Disclosures
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28
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PART II
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Item 5
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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29
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Item 6
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Selected Financial Data
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30
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Item 7
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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31
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Item 7A
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Quantitative and Qualitative Disclosures about Market Risk
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51
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Item 8
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Financial Statements and Supplementary Data
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52
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Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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86
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Item 9A
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Controls and Procedures
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86
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Item 9B
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Other Information
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89
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PART III
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Item 10
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Executive Officers of the Registrant
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89
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Item 11
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Executive Compensation
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89
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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89
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Item 13
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Certain Relationships and Related Transactions, and Director Independence
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89
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Item 14
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Principal Accounting Fees and Services
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89
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PART IV
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Item 15
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Exhibits and Financial Statement Schedules
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90
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SIGNATURES
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92
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2 | ||
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· | our business plan; |
· | the benefits of, and our plans relating to, our recently completed acquisitions of Walker Group Holdings (“Walker”) and certain assets of Beall Corporation (“Beall”), the amount of transaction costs associated with the acquisitions, our ability to manage the cost of the financing of the acquisition of Walker and related indebtedness and our ability to effectively integrate Walker and the Beall assets and realize the expected synergies and benefits; |
· | our expected revenues, income or loss and capital expenditures; |
· | our strategic plan and plans for future operations; |
· | financing needs, plans and liquidity, including for working capital and capital expenditures; |
· | our ability to achieve sustained profitability; |
· | reliance on certain customers and corporate relationships; |
· | our ability to diversify the product offerings of non-trailer businesses and opportunities to leverage the acquired Walker businesses and Beall assets to grow sales in our existing products; |
· | availability and pricing of raw materials; |
· | availability of capital and financing; |
· | dependence on industry trends; |
· | the outcome of any pending litigation; |
· | export sales and new markets; |
· | engineering and manufacturing capabilities and capacity; |
· | acceptance of new technology and products; |
· | government regulation; and |
· | assumptions relating to the foregoing. |
3 | ||
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Year Ended December 31,
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|||||||
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2013
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2012
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2011
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Sales by Segment
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Commercial Trailer Products
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$
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1,081.2
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$
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1,063.3
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$
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1,071.3
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Diversified Products
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502.0
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356.0
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106.5
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Retail
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181.5
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157.6
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125.1
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Corporate and Eliminations
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(129.0)
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(115.0)
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(115.7)
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Total
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$
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1,635.7
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$
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1,461.9
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$
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1,187.2
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4 | ||
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Years Ended December 31,
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2013
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2012
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2011
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Percentage of net sales
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61.3
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%
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67.4
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%
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82.2
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%
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Percentage of gross margin
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36.4
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%
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42.4
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%
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57.8
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%
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Years Ended December 31,
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2013
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2012
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2011
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Percentage of net sales
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28.4
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%
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22.6
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%
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8.2
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%
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Percentage of gross margin
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54.1
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%
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47.4
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%
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27.3
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%
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5 | ||
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Years Ended December 31,
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2013
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2012
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2011
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Percentage of net sales
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10.3
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%
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10.0
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%
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9.6
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%
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Percentage of gross margin
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9.5
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%
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10.2
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%
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14.9
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%
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· | Value Creation. We intend to continue our focus on improved earnings and cash flow. |
· | Operational Excellence. We are focused on maintaining a reduced cost structure by adhering to continuous improvement and lean manufacturing initiatives. |
· | People. We recognize that to achieve our strategic goals we must continue to develop the organization’s skills to advance our associates’ capabilities and to attract talented people. |
· | Customer Focus. We have been successful in developing longstanding relationships with core customers, and while we intend to maintain these relationships we seek to create new revenue opportunities by developing new customer relationships through the offering of tailored transportation solutions. |
6 | ||
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· | Innovation. We intend to continue to be the technology leader by providing new and differentiated products and services that generate enhanced profit margins. |
· | Corporate Growth. We intend to expand our product offering and competitive advantage by increasing our focus on the diversification of products and leveraging our intellectual and physical assets for organic growth. |
7 | ||
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2013
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2012
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2011
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2010
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2009
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Wabash
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46,000
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45,000
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(2)
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49,000
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27,000
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12,000
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Great Dane
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44,000
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44,000
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39,000
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21,000
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15,000
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Utility
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39,000
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38,000
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33,000
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23,000
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17,000
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Hyundai Translead
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27,000
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23,000
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18,000
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8,000
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5,000
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Stoughton
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12,000
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11,000
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9,000
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5,000
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3,000
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Other principal producers
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31,000
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33,000
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25,000
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19,000
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12,000
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Total Industry
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233,000
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227,000
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201,000
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(1)
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122,000
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(1)
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79,000
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(1)
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(1)
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Data revised by publisher in a subsequent year.
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(2)
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The 2012 production includes Walker volumes on a full-year pro forma basis.
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·
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Long-Term Core Customer Relationships
We are the leading provider of trailers to a significant number of top tier trucking companies, generating a revenue base that has helped to sustain us as one of the market leaders. According to Transport Topics, our van products are preferred by many of the industry’s leading carriers with our customers representing approximately one-half of the top 50 and more than one-third of the top 100 for-hire fleets. As a result of the Walker acquisition, we are now also a leading provider of liquid-transportation systems and engineered products. With an estimated one-third market share of the tank trailer industry, Walker has a strong customer base, consisting of mostly private fleets, and has earned leading market positions and a strong customer base across many of the markets it serves.
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·
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Innovative Product Offerings
Our DuraPlate
â
proprietary technology offers what we believe to be a superior trailer, which customers value. A DuraPlate
â
trailer is a composite plate trailer using material that contains a high-density polyethylene core bonded between high-strength steel skins. We believe that the competitive advantages of our DuraPlate
â
trailers compared to standard trailers include the following:
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-
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Extended Service Life operate three to five years longer;
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-
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Lower Total Cost of Ownership less costly to maintain;
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-
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Less Downtime higher utilization for fleets;
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-
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Extended Warranty warranty period for DuraPlate
â
panels is ten years; and
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-
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Improved Resale higher trade-in and resale values.
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8 | ||
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·
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Significant Market Share and Brand Recognition
We have been one of the three largest manufacturers of trailers in North America since 1994, with one of the most widely recognized brands in the industry. We are currently the largest producer of van trailers in North America and, according to data published by Trailer Body Builders Magazine, our Transcraft subsidiary is one of the top three leading producers of platform trailers
.
In addition, with our acquisitions of Walker and certain assets of Beall, we are now considered one of the largest manufacturers of stainless steel and aluminum tank trailers in North America. We participate broadly in the transportation industry through each of our three business segments. As a percentage of our consolidated net sales, new trailer sales for our dry and refrigerated vans, platforms and tanks represented approximately 76% in 2013.
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·
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Committed Focus on Operational Excellence
Safety, quality, on-time delivery, productivity and cost reduction are the core elements of our program of continuous improvement. We currently maintain an ISO 14001 registration of our Environmental Management System and an ISO 9001 registration of our Quality Management System.
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·
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Technology
We continue to be recognized by the trucking industry as a leader in developing technology to provide value-added solutions for our customers that reduce trailer operating costs, improve revenue opportunities, and solve unique transportation problems. Throughout our history, we have been and will continue to be a leading innovator in the design and production of trailers. In addition to the introduction of new trailer product innovations made through our DuraPlate
®
family over the past 18 years, we have also provided a customer-focused approach in developing product enhancements for the trailer and transportation industries. Some of the more recent innovations include DuraPlate
®
XD-35
®
, a revolutionary 35,000 pound concentrated floor load rated dry van for heavy haul applications; Trustlock
®
, a proprietary single-lock rear door mechanism; a combination ID/Stop light, a dual-function rear ID light that also actuates as a brake indicator; MaxClearence
TM
Overhead Door System, a vertical door that provides an opening that would be comparable to that of swing door models; and the DuraPlate
®
Aeroskirt
®
, a durable aerodynamic solution that, based on certified laboratory and track testing, provides improved fuel efficiencies of approximately 6%.
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·
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Corporate Culture
We benefit from an experienced, value-driven management team and dedicated workforce focused on operational excellence.
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·
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Extensive Distribution Network
Our 18 Company-owned retail branches and a used trailer location extend our sales network throughout North America, diversify our factory direct sales, provide an outlet for used trailer sales and support our national service contracts. Additionally, we utilize a network of 23 independent dealers with approximately 59 locations throughout North America to distribute our van trailers, and our Transcraft distribution network consists of 76 independent dealers with approximately 118 locations throughout North America. Our tank trailers are distributed through a network of 68 independent dealers and locations throughout North America.
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9 | ||
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·
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Dry Vans.
The dry van market represents our largest product line and includes trailers sold under DuraPlate
â
, DuraPlateHD
â
, DuraPlate
®
XD-35
®
and FreightPro
®
trademarks. Our DuraPlate
®
trailers utilize a proprietary technology that consists of a composite plate wall for increased durability and greater strength. Our FreightPro
®
trailers provide us a competitive product within the smooth aluminum, or “sheet and post,” trailer segment.
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·
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Platform Trailers.
Platform trailers are sold under Transcraft
®
, Eagle
®
and Benson
®
trademarks. Platform trailers consist of a trailer chassis with a flat or “drop” loading deck without permanent sides or a roof. These trailers are primarily utilized to haul steel coils, construction materials and large equipment. In addition to our all steel and combination steel and aluminum platform trailers, we also offer a premium all-aluminum platform trailer.
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·
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Refrigerated Trailers.
Refrigerated trailers have insulating foam in the walls, roof and floor, which improves both the insulation capabilities and durability of the trailers. Our refrigerated trailers are sold under the ArcticLite
®
trademark and use our proprietary SolarGuard
®
technology, coupled with our novel foaming process, which we believe enables customers to achieve lower costs through reduced operating hours of refrigeration equipment and therefore reduced fuel consumption.
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·
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Specialty Trailers, Parts and Other.
This includes a wide array of specialty equipment and services generally focused on products that require a higher degree of customer specifications and requirements. These specialty products include converter dollies, Big Tire Hauler and RoadRailer
®
trailers, rail products and aftermarket component products.
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·
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Used Trailers.
This includes the sale of used trailers through our used fleet sales center to facilitate new trailer sales with a focus on selling both large and small fleet trade packages to the wholesale market.
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·
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Walker Group.
In 2012, we completed the acquisition of all the equity interests of Walker. Walker currently has several principal brands divided among transportation and engineered products. Walker Transport, Walker Defense Group, Brenner
®
Tank, Bulk Tank International, Progress Tank, Garsite and TST
®
are brands that sell transportation products and include: stainless steel and aluminum liquid transport tank trailers and other liquid transport solutions for the dairy, food and beverage, chemical and environmental and petroleum industries; aircraft refuelers and hydrant dispensers for in-to-plane fueling companies, airlines, freight distribution companies and fuel marketers around the globe; military grade refueling and water tankers for applications and environments required by the military; truck mounted tanks for fuel delivery; and vacuum tankers. Walker Engineered Products, Walker Barrier Systems and Extract Technology
®
are brands that sell engineered products and include: a broad range of products for storage, mixing and blending, including process vessels, as well as round horizontal and vertical storage silo tanks; containment and isolation systems for the pharmaceutical, chemical, and nuclear industries, including custom designed turnkey systems and spare components for full service and maintenance contracts; containment systems for the pharmaceutical, chemical and biotech markets; and mobile water storage tanks used in the oil and gas industry to pump high-pressure water into underground wells. A listing of these widely recognized brands offered through the Walker Group are included below:
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10 | ||
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-
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Walker Transport Founded as the original Walker business in 1943, the Walker Transport brand includes stainless-steel tank trailers for the dairy, food and beverage end markets.
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-
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Brenner
®
Tank
Founded in 1900, Brenner
®
Tank manufactures stainless-steel and aluminum tank trailers as well as carbon steel frac tanks and vacuum tank trailers for the oil and gas, chemical, dairy, food and beverage, energy and environmental services end markets.
|
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-
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Bulk Tank International Manufactures stainless-steel tank trailers for the oil and gas and chemical end markets.
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-
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Beall
®
Trailers With tank trailer production dating to 1928, the Beall
®
brand includes aluminum tank trailers and related tank trailer equipment for the dry bulk and petroleum end markets (we acquired the Beall assets in the first quarter of 2013).
|
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-
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Progress Tank Since 1920, the Progress Tank brand has included aluminum and stainless-steel truck-mounted tanks for the oil and gas and environmental end markets.
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-
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Garsite Founded in 1952, Garsite is a value-added assembler of aircraft refuelers, hydrant dispensers, and above-ground fuel storage tanks for the aviation end market.
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-
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TST
®
The TST
®
brand includes truck-mounted tanks for the oil and gas and environmental end markets.
|
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-
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Walker Engineered Products Since the 1960s, Walker has marketed stainless-steel storage tanks and silos, mixers, and processors for the dairy, food and beverage, pharmaceutical, chemical and biotech end markets under the Walker Engineered Products brand.
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-
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Walker Barrier Systems Since 1996, Walker Barrier Systems brand has included 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.
|
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-
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Extract Technology
®
Since 1981, the Extract Technology
®
brand has included 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.
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·
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Wabash
®
Composites
. Our composite products expand the use of DuraPlate
®
composite panels, already a proven product in the semi-trailer market for over 18 years, into new product and market applications. In 2009, we introduced our EPA Smartway
®
approved DuraPlate
®
AeroSkirt
®
. Other composite products include foldable portable storage containers, truck bodies, overhead doors and other industrial applications. We continue to actively explore new opportunities to leverage our proprietary technology into new industries and applications.
|
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·
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Wabash Wood Products.
We manufacture laminated hardwood oak products used primarily in our dry van trailer segment at our manufacturing operations located in Harrison, Arkansas.
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·
|
We sell new trailers produced by the Commercial Trailer Products segment. Additionally, we sell specialty trailers produced by third parties that are purchased in smaller quantities for local or regional transportation needs. As a percentage of consolidated net sales, new trailer sales through our Retail segment represented approximately 5%, 5% and 6% of consolidated net sales in 2013, 2012 and 2011, respectively.
|
11 | ||
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·
|
We provide replacement parts and accessories, maintenance service and trailer repairs and conversions for trailers and other related equipment. As a percentage of consolidated net sales, parts and service sales within our Retail segment represented approximately 5% in 2013 and 2012 and 4% in 2011.
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·
|
We sell used trailers through our retail branch network to enable us to remarket and promote new trailer sales in the local regions in which we operate. Used trailer sales represented less than 5% of consolidated net sales in each of 2013, 2012 and 2011.
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·
|
Truckload Carriers:
Averitt Express, Inc.; Celadon Group, Inc.; Cowan Systems, LLC; Crete Carrier Corporation; Gordon Trucking, Inc.; Heartland Express, Inc.; J.B Hunt Transport, Inc.; Knight Transportation, Inc.; Schneider National, Inc.; Swift Transportation Corporation; and Werner Enterprises, Inc.
|
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·
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Less-Than-Truckload Carriers:
FedEx Corporation; Old Dominion Freight Lines, Inc.; Vitran Express, Inc.; and YRC Worldwide, Inc.
|
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·
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Refrigerated Carriers:
CR England, Inc. and Prime, Inc.
|
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·
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Leasing Companies:
GE Trailer Fleet Services; Wells Fargo Equipment Finance, Inc.; and Xtra Lease, Inc.
|
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·
|
Private Fleets:
C&S Wholesale Grocers, Inc.; Dillard’s, Inc.; Dollar General Corporation; Safeway, Inc.; and Wal-Mart Transportation, Inc.
|
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·
|
Liquid Carriers:
Dana Liquid Transport Corporation; Evergreen Tank Solutions LLC; Martin Transport, Inc.; Oakley Transport, Inc.; Quality Carriers, Inc.; Sentinel Transportation LLC; Superior Tank, Inc.; and Trimac Transportation.
|
12 | ||
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· | factory direct accounts; |
· | Company-owned distribution network; and |
· | independent dealerships. |
13 | ||
|
14 | ||
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Name
|
|
Age
|
|
Position
|
Richard J. Giromini
|
|
60
|
|
President and Chief Executive Officer, Director
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Rodney P. Ehrlich
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|
67
|
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Senior Vice President Chief Technology Officer
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Bruce N. Ewald
|
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62
|
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Senior Vice President Sales and Marketing
|
William D. Pitchford
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59
|
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Senior Vice President Human Resources and Assistant Secretary
|
Erin J. Roth
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38
|
|
Senior Vice President General Counsel and Secretary
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Jeffery L. Taylor
|
|
48
|
|
Senior Vice President Chief Financial Officer
|
Mark J. Weber
|
|
42
|
|
Senior Vice President Group President, Diversified Products Group
|
Brent L. Yeagy
|
|
43
|
|
Senior Vice President Group President, Commercial Trailer Products
|
15 | ||
|
16 | ||
|
17 | ||
|
· | challenges caused by distance, language and cultural differences and by doing business with foreign agencies and governments; |
· | longer payment cycles in some countries; |
· | uncertainty regarding liability for services and content; |
· | credit risk and higher levels of payment fraud; |
· | currency exchange rate fluctuations and our ability to manage these fluctuations; |
· | foreign exchange controls that might prevent us from repatriating cash earned outside the U.S.; |
· | import and export requirements that may prevent us from shipping products or providing services to a particular market and may increase our operating costs; |
· | potentially adverse tax consequences; |
· | higher costs associated with doing business internationally; |
· | different expectations regarding working hours, work culture and work-related benefits; and |
· | different employee/employer relationships and the existence of workers’ councils and labor unions. |
18 | ||
|
19 | ||
|
20 | ||
|
21 | ||
|
· | making it more difficult for us to meet our payment and other obligations under our outstanding debt agreements; |
· | resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements, which event of default could result in all of our debt becoming immediately due and payable; |
· | reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes; |
· | subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates; |
· | limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and |
· | placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged. |
22 | ||
|
23 | ||
|
· | trends in our industry and the markets in which we operate; |
· | changes in the market price of the products we sell; |
· | the introduction of new technologies or products by us or by our competitors; |
· | changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors; |
· | operating results that vary from the expectations of securities analysts and investors; |
· | announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, financings or capital commitments; |
· | changes in laws and regulations; |
· | general economic and competitive conditions; and |
· | changes in key management personnel. |
24 | ||
|
Location
|
|
Owned or Leased
|
|
Description of Activities at Location
|
|
Segment
|
Ashland
, Kentucky
|
|
Leased
|
|
Parts distribution
|
|
Retail
|
Baton Rouge
, Louisiana
|
|
Leased
|
|
Service and parts distribution
|
|
Retail
|
Cadiz
, Kentucky
|
|
Leased
|
|
Manufacturing, new trailers and parts distribution
|
|
Commercial Trailer Products and Retail
|
Chicago
, Illinois
|
|
Leased
|
|
Service and parts distribution
|
|
Retail
|
Columbus
, Ohio
|
|
Owned
|
|
New trailers, used trailers, service and parts distribution
|
|
Retail
|
Dallas
, Texas
|
|
Owned
|
|
New trailers, used trailers, service and parts distribution
|
|
Retail
|
Denver
, Colorado
|
|
Owned
|
|
New trailers, used trailers, service and parts distribution
|
|
Retail
|
Elroy
, Wisconsin
|
|
Owned
|
|
Manufacturing
|
|
Diversified Products
|
Findlay
, Ohio
|
|
Leased
|
|
Service and parts distribution
|
|
Diversified Products
|
Fond du Lac
, Wisconsin
|
|
Owned
|
|
Manufacturing
|
|
Diversified Products
|
Fontana
, California
|
|
Owned
|
|
New trailers, used trailers, service and parts distribution
|
|
Retail
|
Harrison
, Arkansas
|
|
Owned
|
|
Manufacturing
|
|
Diversified Products
|
Houston
, Texas
|
|
Leased
|
|
Service and parts distribution
|
|
Retail
|
Huddersfield
, United Kingdom
|
|
Leased property/Owned building
|
|
Manufacturing
|
|
Diversified Products
|
Kansas City
, Kansas
|
|
Leased
|
|
Manufacturing
|
|
Diversified Products
|
Kansas City
, Missouri
|
|
Leased
|
|
Manufacturing
|
|
Diversified Products
|
Lafayette
, Indiana
|
|
Owned
|
|
Corporate Headquarters, Manufacturing and used trailers
|
|
Commercial Trailer Products, Diversified Products and Retail
|
Mauston
, Wisconsin
|
|
Leased
|
|
Service and parts distribution
|
|
Retail
|
Miami
, Florida
|
|
Owned
|
|
New trailers, used trailers, service and parts distribution
|
|
Retail
|
New Lisbon, Wisconsin
|
|
Owned/Leased
|
|
Manufacturing
|
|
Diversified Products
|
Phoenix
, Arizona
|
|
Owned
|
|
New trailers, used trailers, service and parts distribution
|
|
Retail
|
Smithton
, Pennsylvania
|
|
Owned
|
|
New trailers, used trailers, service and parts distribution
|
|
Retail
|
Portland
, Oregon
|
|
Owned/Leased
|
|
Manufacturing, new trailers, used trailers, service and parts distribution
|
|
Diversified Products and Retail
|
Queretaro
, Mexico
|
|
Owned
|
|
Manufacturing
|
|
Diversified Products
|
Sacramento
, California
|
|
Leased
|
|
New trailers, used trailers, service and parts distribution
|
|
Retail
|
San Antonio
, Texas
|
|
Owned
|
|
New trailers, used trailers, service and parts distribution
|
|
Retail
|
Dunmore
, Pennsylvania
|
|
Owned
|
|
New trailers, used trailers, service and parts distribution
|
|
Retail
|
Tavares
, Florida
|
|
Leased
|
|
Manufacturing
|
|
Diversified Products
|
Waxahachie
, Texas
|
|
Leased
|
|
Used trailers
|
|
Commercial Trailer Products
|
West Memphis
, Arkansas
|
|
Leased
|
|
Service and parts distribution
|
|
Retail
|
25 | ||
|
26 | ||
|
27 | ||
|
28 | ||
|
|
|
High
|
|
Low
|
|
||
2012
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
11.55
|
|
$
|
7.82
|
|
Second Quarter
|
|
$
|
10.38
|
|
$
|
5.85
|
|
Third Quarter
|
|
$
|
8.00
|
|
$
|
5.65
|
|
Fourth Quarter
|
|
$
|
9.41
|
|
$
|
6.19
|
|
2013
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
11.00
|
|
$
|
9.02
|
|
Second Quarter
|
|
$
|
10.81
|
|
$
|
8.19
|
|
Third Quarter
|
|
$
|
11.95
|
|
$
|
9.42
|
|
Fourth Quarter
|
|
$
|
12.91
|
|
$
|
11.06
|
|
29 | ||
|
30 | ||
|
|
|
Years Ended December 31,
|
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
|
|
(Dollars in thousands, except per share data)
|
|
|||||||||||||
Statement of Comprehensive Income Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
1,635,686
|
|
$
|
1,461,854
|
|
$
|
1,187,244
|
|
$
|
640,372
|
|
$
|
337,840
|
|
Cost of sales
|
|
|
1,420,563
|
|
|
1,298,031
|
|
|
1,120,524
|
|
|
612,289
|
|
|
360,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
$
|
215,123
|
|
$
|
163,823
|
|
$
|
66,720
|
|
$
|
28,083
|
|
$
|
(22,910)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
89,263
|
|
|
68,340
|
|
|
43,975
|
|
|
40,545
|
|
|
40,209
|
|
Amortization of intangibles
|
|
|
21,786
|
|
|
10,590
|
|
|
2,955
|
|
|
2,955
|
|
|
2,955
|
|
Acquisition expenses
|
|
|
883
|
|
|
14,409
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) from operations
|
|
$
|
103,191
|
|
$
|
70,484
|
|
$
|
19,790
|
|
$
|
(15,417)
|
|
$
|
(66,074)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(26,308)
|
|
|
(21,724)
|
|
|
(4,136)
|
|
|
(4,140)
|
|
|
(4,379)
|
|
Increase in fair value of warrant
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(121,587)
|
|
|
(33,447)
|
|
Loss on debt extinguishment
|
|
|
(1,889)
|
|
|
-
|
|
|
(668)
|
|
|
-
|
|
|
(303)
|
|
Other, net
|
|
|
2,629
|
|
|
(97)
|
|
|
227
|
|
|
(667)
|
|
|
(563)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) before income taxes
|
|
$
|
77,623
|
|
$
|
48,663
|
|
$
|
15,213
|
|
$
|
(141,811)
|
|
$
|
(104,766)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (benefit) expense
|
|
|
31,094
|
|
|
(56,968)
|
|
|
171
|
|
|
(51)
|
|
|
(3,001)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
46,529
|
|
$
|
105,631
|
|
$
|
15,042
|
|
$
|
(141,760)
|
|
$
|
(101,765)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends and early extinguishment
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
25,454
|
|
|
3,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) applicable to common stockholders
|
|
$
|
46,529
|
|
$
|
105,631
|
|
$
|
15,042
|
|
$
|
(167,214)
|
|
$
|
(105,085)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income (loss) per common share
|
|
$
|
0.67
|
|
$
|
1.53
|
|
$
|
0.22
|
|
$
|
(3.36)
|
|
$
|
(3.48)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
$
|
241,775
|
|
$
|
221,402
|
|
$
|
95,529
|
|
$
|
61,427
|
|
$
|
(34,927)
|
|
Total assets
|
|
$
|
923,571
|
|
$
|
902,626
|
|
$
|
388,050
|
|
$
|
302,834
|
|
$
|
223,777
|
|
Total debt and capital leases
|
|
$
|
370,595
|
|
$
|
425,151
|
|
$
|
69,821
|
|
$
|
59,554
|
|
$
|
33,243
|
|
Stockholders' equity
|
|
$
|
322,379
|
|
$
|
268,727
|
|
$
|
146,346
|
|
$
|
129,025
|
|
$
|
53,485
|
|
31 | ||
|
32 | ||
|
· | Safety/Morale. The safety of our associates is a core company value. We continually focus on reducing the severity and frequency of workplace injuries to create a safe environment for our associates and minimize workers compensation costs. We believe that our improved environmental, health and safety management translates into higher labor productivity and lower costs as a result of less time away from work and improved system management. In 2012 and 2013, our manufacturing facilities at Brenner and Walker Stainless, respectively, won the Truck Trailer Manufacturer Association’s Plant Safety Award which recognizes the best safety record amongst the largest tank trailer companies in North America. Our focus on safety also extends beyond our facilities. We are a founding member of the Cargo Tank Risk Management Committee, a group dedicated to reducing the hazards faced by workers on and around cargo tanks. |
· | Quality. We monitor product quality on a continual basis through a number of means for both internal and external performance as follows: |
- | Internal performance. Our primary internal quality measurement is Process Yield. Process Yield is a performance metric that measures the impact of all aspects of the business on our ability to ship our products at the end of the production process. As with previous years, the expectations of the highest quality product continue to increase while maintaining Process Yield performance and reducing rework. In addition, we currently maintain an ISO 9001 registration of our Quality Management System at our Lafayette operations. |
- | External performance. We actively track our warranty claims and costs to identify and drive improvement opportunities in quality and reliability. Early life cycle warranty claims for our van trailers are trended for performance monitoring. During the 2012 calendar year we modified our warranty reporting process to report warranty “units” per 100 trailers as opposed to warranty “claims.” The new unit based reporting process is a more rigorous approach to documenting failures. Early life cycle warranty units per 100 trailers shipped averaged approximately 3.6, 7.4 and 3.8 units per 100 trailers in 2013, 2012 and 2011, respectively. The substantial improvement in 2013 was driven by continuous improvement programs centered on process variation reduction, and responding to the input from our customers. These activities will continue to drive down our total warranty cost profile. |
· | Delivery/Productivity. We measure productivity on many fronts. Some key indicators include production line cycle-time, man-hours per trailer and inventory levels. Improvements over the last several years in these areas have translated into significant improvements in our ability to better manage inventory flow and control costs. During the past several years, we focused on productivity enhancements within manufacturing assembly and sub-assembly areas through developing the capability for mixed model production. We also established a central warehousing and distribution center to improve material flow, inventory levels and inventory accuracy within our supply chain. The successful implementation of these productivity enhancements supported our ability to effectively manage the recent increases in trailer volumes as well as efficiently produce a wide range of products on fewer assembly lines. |
· | Cost Reduction. We believe continuous improvement is a fundamental component of our operational excellence focus. Our continued focus on our balanced scorecard process has allowed us to improve all areas of manufacturing including safety, quality, on-time delivery, cost reduction, employee morale and environment. Utilizing continuous improvement and our balance scorecard process we have realized total cost per unit reductions by increased capacity utilization of all facilities while maintaining a lower level of fixed overhead. We also have a tank trailer manufacturing facility in Queretaro, Mexico that provides a low cost advantage for our tank trailer product line, and we recently expanded the paint capacity at our platform manufacturing facility in Cadiz, Kentucky, to allow for increased capacity and decreased per unit operating costs. |
33 | ||
|
· |
Environment.
We strive to manufacture products that are both socially responsible and environmentally sustainable. We demonstrate our commitment to sustainability by maintaining ISO 14001 registration of our Environmental Management System at our Lafayette, Indiana facilities. As one of the first trailer manufacturing operations in the world to be ISO 14001 registered, these facilities have also been awarded membership into the Indiana Department of Environmental Management’s Environmental Stewardship Program (“ESP”). Both ISO 14001 and ESP require us to demonstrate quantifiable and third-party verified environmental improvements. Through our facilities we have initiated employee-based recycling programs that reduce waste being sent to the landfill, have installed a fifty-five foot wind turbine to produce electricity and reduce our carbon emissions, and have restored a natural wildlife habitat to enhance the environment and protect native animals. Our commitment to sustainable operations has also been demonstrated internationally by our Bulk Tank International facility being awarded the Clean Industry Certificate in 2013.
|
· | Transportation / Trailer Cycle. Transportation in the U.S., including trucking, is a cyclical industry that has experienced three cycles over the last 20 years. The most recently completed cycle began in early 2001 when industry shipments totaled approximately 140,000, reached a peak in 2006 with shipments of approximately 280,000 and reached the bottom in 2009 with shipments of approximately 79,000 trailers. In each of these three U.S. economic downturns, the decline in freight tonnage preceded the general economic decline by approximately two and one-half years and its recovery has generally preceded that of the economy as a whole. The trailer industry generally follows the transportation industry cycles. After three consecutive years with total trailer demand well below normal replacement demand levels estimated to be between 175,000 trailers and 200,000 trailers, the three year period ending December 2013 represented years of significant improvement in which the total trailer market increased year-over-year approximately 67%, 13% and 1% for 2011, 2012 and 2013, respectively, with total shipments of approximately 210,000 and 237,000, and 239,000, respectively. As we enter the fifth year of an economic recovery, ACT is estimating demand within the trailer industry to increase in 2014 and 2015 to approximately 242,000 trailers and with forecasted demand to remain above 250,000 trailers in 2016 through 2018. Our view is generally consistent with that of ACT. |
· | Age of Trailer Fleets. The average age of fleets has remained at historical highs over the past several years as fleets deferred on their capital investments during the most recent industry downturn. According to ACT, the average age of dry and refrigerated vans in 2013 was approximately 8 years and 6 years, respectively, as compared to 7 years and 5.5 years, respectively, in 2007. The increase in age of trailers suggests an increase in replacement demand over the next several years. |
· | New Trailer Orders. According to ACT, total orders in 2013 were approximately 232,000 trailers, a slight decrease from approximately 239,000 trailers ordered in 2012. Total orders for the dry van segment, the largest within the trailer industry, were approximately 133,000, which were in line with dry vans ordered in 2012. |
· | Transportation Regulations and Legislation . There are several different areas within both federal and state government regulations and legislation that are expected to have an impact on trailer demand, including: |
34 | ||
|
- | The Federal Motor Carrier Safety Administration (the “FMCSA”) has recently taken steps to improve the overall truck safety standards, particularly by implementing the Compliance, Safety, and Accountability (“CSA”) program. CSA is considered a comprehensive driver and fleet rating system that measures both the freight carriers and drivers on several safety related criteria, including driver safety, equipment maintenance and overall condition of trailers. This system drives increased awareness and action by carriers since enforcement actions were targeted and implemented beginning in June 2011. CSA is generally believed to have contributed to the tightening of the supply of drivers and capacity in 2011 and 2012 as carriers took measures to improve their rating. |
- | The FMCSA issued a final rule in December 2011 on its revised proposal for rule changes in regard to truck driver hours-of-service rules. The new rule changes include reductions in total driver hours from 82 hours per week to 70 hours and retains the per day limit of 11 hours. The rule, which went into effect in July 2013, also requires alterations to the required rest period that drivers must follow. Though this proposal has been met with strong opposition, particularly by the ATA, current estimates indicate these actions could lead to productivity losses ranging from approximately 3% to 5%. We believe this ruling will increase the general need for equipment and increases the potential that a carrier’s drop-and-hook activities will increase and, therefore, will require a higher ratio of trailer to trucks across the industry. |
- | The FMCSA also issued in January 2011 a proposed rule change requiring the installation and use of Electronic On-Board Recorders for over-the-road trucks and buses that would be used to monitor and enforce the driver hours-of-service rules. The proposed rule was rejected by the U.S. Circuit Court of Appeals in September 2011 and the FMCSA is working on a revised rule to meet the October 2013 deadline. The agency indicated in October 2012 it will release a new proposal for the mandate by March 2013. |
- | The California Air Resource Board (CARB) regulations mandate that refrigeration units older than 7 years may no longer operate in California. As refrigeration units become obsolete, capacity in the refrigerated segment will tighten and the increase in demand for new refrigerated trailers is likely. CARB regulations also mandate fuel efficiency improvements on all fleets operating in California for which our DuraPlate ® AeroSkirt ® provides a durable, aerodynamic side panel solution that yields the improved fuel efficiencies required by these regulations. |
· | Other Developments. Other developments and potential impacts on the industry include: |
- | While we believe the need for trailer equipment will be positively impacted by the legislative and regulatory changes addressed above, these demand drivers could be offset by factors that contribute to the increased concentration and density of loads, including the miniaturization of electronic products and packaging optimization of bulk goods. Increases in load concentration or density could contribute to decreased need or demand for dry van trailers. |
- | Trucking company profitability, which can be influenced by factors such as fuel prices, freight tonnage volumes, and government regulations, is highly correlated with the overall economy of the U.S. Carrier profitability significantly impacts demand for, and the financial ability to purchase, new trailers. |
- | Although truck driver shortages have not been a significant problem in the past year, constraints are expected to exacerbate as fleet equipment utilization increases due to new government regulations. As a result, trucking companies are under increased pressure to look for alternative ways to move freight, leading to more intermodal freight movement. We believe that railroads are at or near capacity, which will limit their ability to respond to freight demand pressures. Therefore, we expect that the majority of freight will continue to be moved by truck and, according to ATA, overall truck activity as a percentage of the total freight industry is expected to increase throughout the next decade. |
35 | ||
|
|
|
Years Ended December 31,
|
|
||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
86.8
|
|
|
88.8
|
|
|
94.4
|
|
Gross profit
|
|
13.2
|
|
|
11.2
|
|
|
5.6
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
3.6
|
|
|
3.1
|
|
|
2.6
|
|
Selling expenses
|
|
1.9
|
|
|
1.6
|
|
|
1.1
|
|
Amortization of intangibles
|
|
1.3
|
|
|
0.7
|
|
|
0.2
|
|
Acquisition expenses
|
|
0.1
|
|
|
1.0
|
|
|
-
|
|
Income from operations
|
|
6.3
|
|
|
4.8
|
|
|
1.7
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
(1.6)
|
|
|
(1.5)
|
|
|
(0.3)
|
|
Loss on debt extinguishment
|
|
(0.1)
|
|
|
-
|
|
|
(0.1)
|
|
Other, net
|
|
0.1
|
|
|
-
|
|
|
-
|
|
Income before income taxes
|
|
4.7
|
|
|
3.3
|
|
|
1.3
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
1.9
|
|
|
(3.9)
|
|
|
-
|
|
Net income
|
|
2.8
|
%
|
|
7.2
|
%
|
|
1.3
|
%
|
|
|
Year Ended December 31,
|
|
|||||||||
|
|
|
|
|
|
|
|
Change
|
|
|||
|
|
2013
|
|
2012
|
|
$
|
|
%
|
|
|||
Sales by Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Trailer Products
|
|
$
|
1,009.5
|
|
$
|
993.9
|
|
$
|
15.6
|
|
1.6
|
|
Diversified Products
|
|
|
446.0
|
|
|
311.0
|
|
|
135.0
|
|
43.4
|
|
Retail
|
|
|
180.2
|
|
|
157.0
|
|
|
23.2
|
|
14.8
|
|
Total
|
|
$
|
1,635.7
|
|
$
|
1,461.9
|
|
$
|
173.8
|
|
11.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Trailers
|
|
(units)
|
|
|
|
|
|
|
||||
Commercial Trailer Products
|
|
|
40,800
|
|
|
40,800
|
|
|
-
|
|
-
|
|
Diversified Products
|
|
|
3,000
|
|
|
2,000
|
|
|
1,000
|
|
50.0
|
|
Retail
|
|
|
3,000
|
|
|
2,800
|
|
|
200
|
|
7.1
|
|
Total
|
|
|
46,800
|
|
|
45,600
|
|
|
1,200
|
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Used Trailers
|
|
(units)
|
|
|
|
|
|
|
||||
Commercial Trailer Products
|
|
|
4,300
|
|
|
3,100
|
|
|
1,200
|
|
38.7
|
|
Diversified Products
|
|
|
100
|
|
|
100
|
|
|
-
|
|
-
|
|
Retail
|
|
|
1,300
|
|
|
1,600
|
|
|
(300)
|
|
(18.8)
|
|
Total
|
|
|
5,700
|
|
|
4,800
|
|
|
900
|
|
18.8
|
|
36 | ||
|
|
|
Year Ended December 31,
|
|
|||||||||
Commercial Trailer Products Segment
|
|
2013
|
|
|
2012
|
|
||||||
|
|
(dollars in millions)
|
|
|||||||||
|
|
|
|
|
% of Net
Sales |
|
|
|
|
|
% of Net
Sales |
|
Material Costs
|
|
$
|
741.8
|
|
73.5
|
%
|
|
$
|
740.2
|
|
74.5
|
%
|
Other Manufacturing Costs
|
|
|
190.4
|
|
18.8
|
%
|
|
|
184.0
|
|
18.5
|
%
|
|
|
$
|
932.2
|
|
92.3
|
%
|
|
$
|
924.2
|
|
93.0
|
%
|
37 | ||
|
|
|
Year Ended December 31,
|
|
|||||||||
|
|
|
|
|
|
|
|
Change
|
|
|||
|
|
2013
|
|
2012
|
|
$
|
|
%
|
|
|||
Gross Profit by Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Trailer Products
|
|
$
|
77.3
|
|
$
|
69.6
|
|
$
|
7.7
|
|
11.1
|
|
Diversified Products
|
|
|
115.1
|
|
|
78.0
|
|
|
37.1
|
|
47.6
|
|
Retail
|
|
|
20.1
|
|
|
16.8
|
|
|
3.3
|
|
19.6
|
|
Corporate and Eliminations
|
|
|
2.6
|
|
|
(0.6)
|
|
|
3.2
|
|
|
|
Total
|
|
$
|
215.1
|
|
$
|
163.8
|
|
$
|
51.3
|
|
31.3
|
|
38 | ||
|
39 | ||
|
|
|
Year Ended December 31,
|
|
|||||||||
|
|
|
|
|
|
|
|
Change
|
|
|||
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
|||
Sales by Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Trailer Products
|
|
$
|
993.9
|
|
$
|
1,010.1
|
|
$
|
(16.2)
|
|
(1.6)
|
|
Diversified Products
|
|
|
311.0
|
|
|
52.0
|
|
|
259.0
|
|
498.1
|
|
Retail
|
|
|
157.0
|
|
|
125.1
|
|
|
31.9
|
|
25.5
|
|
Total
|
|
$
|
1,461.9
|
|
$
|
1,187.2
|
|
$
|
274.7
|
|
23.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Trailers
|
|
(units)
|
|
|
|
|
|
|
||||
Commercial Trailer Products
|
|
|
40,800
|
|
|
44,800
|
|
|
(4,000)
|
|
(8.9)
|
|
Diversified Products
|
|
|
2,000
|
|
|
-
|
|
|
2,000
|
|
-
|
|
Retail
|
|
|
2,800
|
|
|
2,800
|
|
|
-
|
|
-
|
|
Total
|
|
|
45,600
|
|
|
47,600
|
|
|
(2,000)
|
|
(4.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Used Trailers
|
|
(units)
|
|
|
|
|
|
|
||||
Commercial Trailer Products
|
|
|
3,100
|
|
|
2,100
|
|
|
1,000
|
|
47.6
|
|
Diversified Products
|
|
|
100
|
|
|
-
|
|
|
100
|
|
-
|
|
Retail
|
|
|
1,600
|
|
|
1,600
|
|
|
-
|
|
-
|
|
Total
|
|
|
4,800
|
|
|
3,700
|
|
|
1,100
|
|
29.7
|
|
40 | ||
|
|
|
Year Ended December 31,
|
|
|||||||||
Commercial Trailer Products Segment
|
|
2012
|
|
|
2011
|
|
||||||
|
|
(dollars in millions)
|
|
|||||||||
|
|
|
|
|
% of Net
|
|
|
|
|
|
% of Net
|
|
|
|
|
|
|
Sales
|
|
|
|
|
|
Sales
|
|
Material Costs
|
|
$
|
740.2
|
|
74.5
|
%
|
|
$
|
789.9
|
|
78.2
|
%
|
Other Manufacturing Costs
|
|
|
184.0
|
|
18.5
|
%
|
|
|
181.8
|
|
18.0
|
%
|
|
|
$
|
924.2
|
|
93.0
|
%
|
|
$
|
971.7
|
|
96.2
|
%
|
|
|
Year Ended December 31,
|
|
|||||||||
|
|
|
|
|
|
|
|
Change
|
|
|||
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
|||
Gross Profit by Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Trailer Products
|
|
$
|
69.6
|
|
$
|
38.5
|
|
$
|
31.1
|
|
80.8
|
|
Diversified Products
|
|
|
78.0
|
|
|
18.1
|
|
|
59.9
|
|
330.9
|
|
Retail
|
|
|
16.8
|
|
|
9.9
|
|
|
6.9
|
|
69.7
|
|
Corporate and Eliminations
|
|
|
(0.6)
|
|
|
0.2
|
|
|
(0.8)
|
|
|
|
Total
|
|
$
|
163.8
|
|
$
|
66.7
|
|
$
|
97.1
|
|
145.6
|
|
41 | ||
|
42 | ||
|
43 | ||
|
44 | ||
|
45 | ||
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
||||
Source (Use) of cash:
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
|||||
Accounts receivable
|
|
$
|
(23.7)
|
|
$
|
1.2
|
|
$
|
(14.4)
|
|
$
|
(24.9)
|
|
$
|
15.6
|
|
Inventories
|
|
|
6.3
|
|
|
41.7
|
|
|
(78.7)
|
|
|
(35.4)
|
|
|
120.4
|
|
Accounts payable and accrued liabilities
|
|
|
18.1
|
|
|
(46.8)
|
|
|
57.0
|
|
|
64.9
|
|
|
(103.8)
|
|
Net source (use) of cash
|
|
$
|
0.7
|
|
$
|
(3.9)
|
|
$
|
(36.1)
|
|
$
|
4.6
|
|
$
|
32.2
|
|
46 | ||
|
47 | ||
|
48 | ||
|
49 | ||
|
Balance Sheet
Caption
|
|
Critical Estimate
Item
|
|
Nature of Estimates
Required
|
|
Assumptions/
Approaches Used
|
|
Key Factors
|
|
|
|
|
|
|
|
|
|
Other accrued liabilities and other non-current liabilities
|
|
Warranty
|
|
Estimating warranty requires us to forecast the resolution of existing claims and expected future claims on products sold.
|
|
We base our estimate on historical trends of trailers sold and payment amounts, combined with our current understanding of the status of existing claims, recall campaigns and discussions with our customers.
|
|
Failure rates and estimated repair costs
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
Allowance for doubtful accounts
|
|
Estimating the allowance for doubtful accounts requires us to estimate the financial capability of customers to pay for products.
|
|
We base our estimates on historical experience, the length of time an account is outstanding, customer’s financial condition and information from credit rating services.
|
|
Customer financial condition
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
Lower of cost or market write-downs
|
|
We evaluate future demand for products, market conditions and incentive programs.
|
|
Estimates are based on recent sales data, historical experience, external market analysis and third party appraisal services.
|
|
Market conditions
Product type
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, intangible assets, goodwill and other assets
|
|
Impairment of long- lived assets
|
|
We are required periodically to review the recoverability of certain of our assets based on projections of anticipated future cash flows, including future profitability assessments of various product lines.
|
|
We estimate cash flows using internal budgets based on recent sales data, and independent trailer production volume estimates.
|
|
Future production estimates
|
|
|
|
|
|
|
|
|
|
Deferred income taxes
|
|
Recoverability of deferred tax assets
- in particular, net operating loss carry-forwards
|
|
We are required to estimate whether recoverability of our deferred tax assets is more likely than not based on forecasts of taxable earnings.
|
|
We use historical operating results for the past 3 years and projected future operating results, based upon our business plans, including a review of the eligible carry-forward period, tax planning opportunities and other relevant considerations.
|
|
Historical operating results
Variances in future projected profitability, including by taxing entity
Tax law changes
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
Stock-based compensation
|
|
We are required to estimate the fair value of all stock awards we grant.
|
|
We use a binomial valuation model to estimate the fair value of stock awards.
We feel the binomial model provides the most accurate estimate of fair value.
|
|
Risk-free interest rate
Historical volatility
Dividend yield
Expected term
|
50 | ||
|
a. | Commodity Price Risks |
b. | Interest Rates |
c. | Foreign Exchange Rates |
51 | ||
|
|
Pages
|
|
|
Report of Independent Registered Public Accounting Firm
|
53
|
|
|
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
54
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011
|
55
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013, 2012 and 2011
|
56
|
|
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011
|
57
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
|
58
|
|
|
Notes to Consolidated Financial Statements
|
59
|
52 | ||
|
/s/ ERNST & YOUNG LLP
|
|
53 | ||
|
54 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
NET SALES
|
|
$
|
1,635,686
|
|
$
|
1,461,854
|
|
$
|
1,187,244
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF SALES
|
|
|
1,420,563
|
|
|
1,298,031
|
|
|
1,120,524
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
$
|
215,123
|
|
$
|
163,823
|
|
$
|
66,720
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
58,666
|
|
|
44,751
|
|
|
30,994
|
|
|
|
|
|
|
|
|
|
|
|
|
SELLING EXPENSES
|
|
|
30,597
|
|
|
23,589
|
|
|
12,981
|
|
|
|
|
|
|
|
|
|
|
|
|
AMORTIZATION OF INTANGIBLES
|
|
|
21,786
|
|
|
10,590
|
|
|
2,955
|
|
|
|
|
|
|
|
|
|
|
|
|
ACQUISITION EXPENSES
|
|
|
883
|
|
|
14,409
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
$
|
103,191
|
|
$
|
70,484
|
|
$
|
19,790
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(26,308)
|
|
|
(21,724)
|
|
|
(4,136)
|
|
Loss on debt extinguishment
|
|
|
(1,889)
|
|
|
-
|
|
|
(668)
|
|
Other, net
|
|
|
2,629
|
|
|
(97)
|
|
|
227
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
77,623
|
|
$
|
48,663
|
|
$
|
15,213
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME TAX EXPENSE (BENEFIT)
|
|
|
31,094
|
|
|
(56,968)
|
|
|
171
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
46,529
|
|
$
|
105,631
|
|
$
|
15,042
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED NET INCOME PER SHARE
|
|
$
|
0.67
|
|
$
|
1.53
|
|
$
|
0.22
|
|
55 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
46,529
|
|
$
|
105,631
|
|
$
|
15,042
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(266)
|
|
|
248
|
|
|
-
|
|
Total other comprehensive (loss) income
|
|
|
(266)
|
|
|
248
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
$
|
46,263
|
|
$
|
105,879
|
|
$
|
15,042
|
|
56 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
||
|
|
Common Stock
|
|
Paid-In
|
|
Accumulated
|
|
Comprehensive
|
|
Treasury
|
|
|
|
|
||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Income (Loss)
|
|
Stock
|
|
Total
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCES, December 31, 2010
|
|
|
67,930,814
|
|
$
|
703
|
|
$
|
598,671
|
|
$
|
(444,330)
|
|
$
|
-
|
|
$
|
(26,019)
|
|
$
|
129,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
15,042
|
|
|
-
|
|
|
-
|
|
|
15,042
|
|
Stock-based compensation
|
|
|
191,188
|
|
|
-
|
|
|
2,424
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,424
|
|
Stock repurchase
|
|
|
(50,848)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(533)
|
|
|
(533)
|
|
Common stock issued in connection
with: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public offering
|
|
|
-
|
|
|
-
|
|
|
(150)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(150)
|
|
Stock option plan
|
|
|
94,514
|
|
|
1
|
|
|
537
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCES, December 31, 2011
|
|
|
68,165,668
|
|
$
|
704
|
|
$
|
601,482
|
|
$
|
(429,288)
|
|
$
|
-
|
|
$
|
(26,552)
|
|
$
|
146,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
105,631
|
|
|
-
|
|
|
-
|
|
|
105,631
|
|
Foreign currency translation
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
248
|
|
|
-
|
|
|
248
|
|
Stock-based compensation
|
|
|
186,368
|
|
|
(3)
|
|
|
4,388
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,385
|
|
Stock repurchase
|
|
|
(54,534)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(564)
|
|
|
(564)
|
|
Equity component of convertible
senior notes, net of taxes |
|
|
-
|
|
|
-
|
|
|
12,328
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
12,328
|
|
Common stock issued in connection
with: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option plan
|
|
|
81,482
|
|
|
1
|
|
|
352
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCES, December 31, 2012
|
|
|
68,378,984
|
|
$
|
702
|
|
$
|
618,550
|
|
$
|
(323,657)
|
|
$
|
248
|
|
$
|
(27,116)
|
|
$
|
268,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the year
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
46,529
|
|
|
-
|
|
|
-
|
|
|
46,529
|
|
Foreign currency translation
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(266)
|
|
|
-
|
|
|
(266)
|
|
Stock-based compensation
|
|
|
62,183
|
|
|
-
|
|
|
6,822
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
6,822
|
|
Stock repurchase
|
|
|
(3,665)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(35)
|
|
|
(35)
|
|
Common stock issued in connection
with: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option plan
|
|
|
85,917
|
|
|
3
|
|
|
599
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCES, December 31, 2013
|
|
|
68,523,419
|
|
$
|
705
|
|
$
|
625,971
|
|
$
|
(277,128)
|
|
$
|
(18)
|
|
$
|
(27,151)
|
|
$
|
322,379
|
|
57 | ||
|
|
|
Years Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
46,529
|
|
$
|
105,631
|
|
$
|
15,042
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
16,550
|
|
|
14,975
|
|
|
12,636
|
|
Amortization of intangibles
|
|
|
21,786
|
|
|
10,590
|
|
|
2,955
|
|
Net loss (gain) on sale of assets
|
|
|
140
|
|
|
203
|
|
|
(9)
|
|
Loss on debt extinguishment
|
|
|
1,889
|
|
|
-
|
|
|
668
|
|
Deferred income taxes
|
|
|
30,089
|
|
|
(57,283)
|
|
|
-
|
|
Stock-based compensation
|
|
|
7,480
|
|
|
5,149
|
|
|
3,398
|
|
Accretion of debt discount
|
|
|
4,643
|
|
|
2,972
|
|
|
-
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(23,691)
|
|
|
1,180
|
|
|
(14,366)
|
|
Inventories
|
|
|
6,260
|
|
|
41,696
|
|
|
(78,683)
|
|
Prepaid expenses and other
|
|
|
(3,893)
|
|
|
736
|
|
|
(162)
|
|
Accounts payable and accrued liabilities
|
|
|
18,082
|
|
|
(46,786)
|
|
|
56,968
|
|
Other, net
|
|
|
2,805
|
|
|
(3,046)
|
|
|
386
|
|
Net cash provided by (used in) operating activities
|
|
$
|
128,669
|
|
$
|
76,017
|
|
$
|
(1,167)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(18,352)
|
|
|
(14,916)
|
|
|
(7,264)
|
|
Acquisitions, net of cash acquired
|
|
|
(15,985)
|
|
|
(364,012)
|
|
|
-
|
|
Proceeds from the sale of property, plant and equipment
|
|
|
305
|
|
|
607
|
|
|
17
|
|
Other
|
|
|
2,500
|
|
|
(2,500)
|
|
|
-
|
|
Net cash used in investing activities
|
|
$
|
(31,532)
|
|
$
|
(380,821)
|
|
$
|
(7,247)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options
|
|
|
600
|
|
|
354
|
|
|
538
|
|
Borrowings under revolving credit facilities
|
|
|
1,166
|
|
|
206,015
|
|
|
848,705
|
|
Payments under revolving credit facilities
|
|
|
(1,166)
|
|
|
(271,015)
|
|
|
(838,705)
|
|
Principal payments under capital lease obligations
|
|
|
(1,700)
|
|
|
(1,629)
|
|
|
(671)
|
|
Proceeds from issuance of convertible senior notes
|
|
|
-
|
|
|
145,500
|
|
|
-
|
|
Proceeds from issuance of term loan credit facility, net of issuance costs
|
|
|
-
|
|
|
292,500
|
|
|
-
|
|
Principal payments under term loan credit facility
|
|
|
(62,827)
|
|
|
(2,250)
|
|
|
-
|
|
Proceeds from issuance of industrial revenue bond
|
|
|
-
|
|
|
2,500
|
|
|
-
|
|
Principal payments under industrial revenue bond
|
|
|
(381)
|
|
|
-
|
|
|
-
|
|
Debt issuance costs paid
|
|
|
(981)
|
|
|
(5,134)
|
|
|
(1,989)
|
|
Stock repurchase
|
|
|
(35)
|
|
|
(564)
|
|
|
(533)
|
|
Proceeds from issuance of common stock, net of expenses
|
|
|
-
|
|
|
-
|
|
|
(155)
|
|
Net cash (used in) provided by financing activities
|
|
$
|
(65,324)
|
|
$
|
366,277
|
|
$
|
7,190
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
$
|
31,813
|
|
$
|
61,473
|
|
$
|
(1,224)
|
|
Cash and cash equivalents at beginning of year
|
|
|
81,449
|
|
|
19,976
|
|
|
21,200
|
|
Cash and cash equivalents at end of year
|
|
$
|
113,262
|
|
$
|
81,449
|
|
$
|
19,976
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
20,913
|
|
$
|
16,050
|
|
$
|
3,836
|
|
Income taxes
|
|
$
|
941
|
|
$
|
594
|
|
$
|
73
|
|
58 | ||
|
|
1.
|
DESCRIPTION OF THE BUSINESS
|
59 | ||
|
|
|
Years Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Balance at beginning of year
|
|
$
|
858
|
|
$
|
1,233
|
|
$
|
2,241
|
|
Provision
|
|
|
908
|
|
|
(153)
|
|
|
(981)
|
|
Write-offs, net of recoveries
|
|
|
292
|
|
|
(222)
|
|
|
(27)
|
|
Balance at end of year
|
|
$
|
2,058
|
|
$
|
858
|
|
$
|
1,233
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Raw materials and components
|
|
$
|
54,699
|
|
$
|
57,187
|
|
Work in progress
|
|
|
20,749
|
|
|
24,849
|
|
Finished goods
|
|
|
82,673
|
|
|
82,930
|
|
Aftermarket parts
|
|
|
10,389
|
|
|
9,882
|
|
Used trailers
|
|
|
15,663
|
|
|
14,639
|
|
|
|
$
|
184,173
|
|
$
|
189,487
|
|
60 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Land
|
|
$
|
26,398
|
|
$
|
23,986
|
|
Buildings and building improvements
|
|
|
112,208
|
|
|
106,679
|
|
Machinery and equipment
|
|
|
200,567
|
|
|
184,859
|
|
Construction in progress
|
|
|
9,543
|
|
|
8,753
|
|
|
|
$
|
348,716
|
|
$
|
324,277
|
|
Less: accumulated depreciation
|
|
|
(206,634)
|
|
|
(192,131)
|
|
|
|
$
|
142,082
|
|
$
|
132,146
|
|
|
j.
|
Intangible Assets
|
|
|
Weighted Average
Amortization Period |
|
Gross Intangible
Assets |
|
Accumulated
Amortization |
|
Net Intangible
Assets |
|
|||
Tradenames and trademarks
|
|
20 years
|
|
$
|
39,222
|
|
$
|
(6,291)
|
|
$
|
32,931
|
|
Customer relationships
|
|
10 years
|
|
|
152,109
|
|
|
(40,112)
|
|
|
111,997
|
|
Technology
|
|
12 years
|
|
|
16,517
|
|
|
(2,264)
|
|
|
14,253
|
|
Other
|
|
9 years
|
|
|
17,939
|
|
|
(17,939)
|
|
|
-
|
|
Total
|
|
12 years
|
|
$
|
225,787
|
|
$
|
(66,606)
|
|
$
|
159,181
|
|
|
|
Weighted Average
Amortization Period |
|
Gross Intangible
Assets |
|
Accumulated
Amortization |
|
Net Intangible
Assets |
|
|||
Tradenames and trademarks
|
|
20 years
|
|
$
|
37,600
|
|
$
|
(4,336)
|
|
$
|
33,264
|
|
Customer relationships
|
|
10 years
|
|
|
146,000
|
|
|
(21,738)
|
|
|
124,262
|
|
Technology
|
|
12 years
|
|
|
15,300
|
|
|
(850)
|
|
|
14,450
|
|
Other
|
|
9 years
|
|
|
17,939
|
|
|
(17,925)
|
|
|
14
|
|
Total
|
|
12 years
|
|
$
|
216,839
|
|
$
|
(44,849)
|
|
$
|
171,990
|
|
61 | ||
|
Balance as of December 31, 2011
|
|
$
|
-
|
|
|
|
|
|
|
Goodwill acquired
|
|
|
146,444
|
|
|
|
|
|
|
Balance as of December 31, 2012
|
|
$
|
146,444
|
|
|
|
|
|
|
Goodwill acquired
|
|
|
1,784
|
|
Acquisition adjustment - Walker
|
|
|
2,054
|
|
Effects of foreign currency
|
|
|
(315)
|
|
|
|
|
|
|
Balance as of December 31, 2013
|
|
$
|
149,967
|
|
|
l.
|
Other Assets
|
|
m.
|
Long-Lived Assets
|
62 | ||
|
|
n.
|
Other Accrued Liabilities
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Warranty
|
|
$
|
14,719
|
|
$
|
14,886
|
|
Payroll and related taxes
|
|
|
29,399
|
|
|
23,342
|
|
Self-insurance
|
|
|
9,399
|
|
|
7,702
|
|
Accrued taxes
|
|
|
8,520
|
|
|
5,578
|
|
Customer deposits
|
|
|
30,730
|
|
|
43,158
|
|
All other
|
|
|
6,591
|
|
|
10,207
|
|
|
|
$
|
99,358
|
|
$
|
104,873
|
|
|
|
2013
|
|
2012
|
|
||
Balance as of January 1
|
|
$
|
14,886
|
|
$
|
11,437
|
|
Provision for warranties issued in current year
|
|
|
6,269
|
|
|
5,521
|
|
Walker acquisition
|
|
|
-
|
|
|
3,887
|
|
Provisions for (Recovery of) pre-existing warranties, net
|
|
|
(779)
|
|
|
(750)
|
|
Payments
|
|
|
(5,657)
|
|
|
(5,209)
|
|
Balance as of December 31
|
|
$
|
14,719
|
|
$
|
14,886
|
|
|
|
Self-Insurance
|
|
|
|
|
Accrual
|
|
|
Balance as of January 1, 2012
|
|
$
|
5,390
|
|
Expense
|
|
|
25,336
|
|
Walker acquisition
|
|
|
2,034
|
|
Payments
|
|
|
(25,058)
|
|
Balance as of December 31, 2012
|
|
$
|
7,702
|
|
Expense
|
|
|
38,191
|
|
Payments
|
|
|
(36,494)
|
|
Balance as of December 31, 2013
|
|
$
|
9,399
|
|
|
o.
|
Income Taxes
|
63 | ||
|
|
p.
|
Concentration of Credit Risk
|
|
q.
|
Research and Development
|
|
r.
|
New Accounting Pronouncements
|
|
3.
|
ACQUISITIONS
|
Current assets
|
$
|
1,035
|
Property, plant and equipment
|
|
2,714
|
Intangibles
|
|
8,860
|
Goodwill
|
|
1,784
|
Total assets
|
$
|
14,393
|
|
|
|
Current liabilities
|
$
|
(462)
|
Total liabilities
|
$
|
(462)
|
|
|
|
Acquisition
|
$
|
13,931
|
64 | ||
|
|
|
Amount
|
|
Useful Life
|
|
|
Tradenames and Trademarks
|
|
$
|
1,622
|
|
20 years
|
|
Technology
|
|
|
1,217
|
|
8 years
|
|
Customer relationships
|
|
|
6,021
|
|
8 years
|
|
|
|
$
|
8,860
|
|
|
|
Cash
|
|
$
|
10,982
|
|
Current assets
|
|
|
93,409
|
|
Property, plant and equipment
|
|
|
32,541
|
|
Intangibles
|
|
|
162,800
|
|
Deferred income taxes
|
|
|
4,640
|
|
Goodwill
|
|
|
148,498
|
|
Total assets
|
|
$
|
452,870
|
|
|
|
|
|
|
Current liabilities
|
|
$
|
(74,722)
|
|
Deferred income taxes
|
|
|
(1,100)
|
|
Total liabilities
|
|
$
|
(75,822)
|
|
|
|
|
|
|
|
|
$
|
377,048
|
|
|
|
|
|
|
Acquisition, net of cash acquired
|
|
$
|
366,066
|
|
65 | ||
|
|
|
Amount
|
|
Useful Life
|
|
||
Backlog
|
|
$
|
900
|
|
|
Less than 1 year
|
|
Tradenames and Trademarks
|
|
|
27,600
|
|
|
20 years
|
|
Technology
|
|
|
15,300
|
|
|
12 years
|
|
Customer relationships
|
|
|
119,000
|
|
|
10 years
|
|
|
|
$
|
162,800
|
|
|
|
|
|
|
Year Ended December 31,
|
|
||||
|
|
2012
|
|
2011
|
|
||
Sales
|
|
$
|
1,597,920
|
|
$
|
1,530,922
|
|
Operating income
|
|
$
|
98,019
|
|
$
|
52,213
|
|
Net income
|
|
$
|
123,030
|
|
$
|
17,428
|
|
Basic net income per share
|
|
$
|
1.79
|
|
$
|
0.25
|
|
Diluted net income per share
|
|
$
|
1.78
|
|
$
|
0.25
|
|
66 | ||
|
|
|
Years Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Basic net income per share
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common stockholders
|
|
$
|
46,529
|
|
$
|
105,631
|
|
$
|
15,042
|
|
Undistributed earnings allocated to participating securities
|
|
|
(457)
|
|
|
(904)
|
|
|
(84)
|
|
Net income applicable to common stockholders
excluding amounts applicable to participating securities |
|
$
|
46,072
|
|
$
|
104,727
|
|
$
|
14,958
|
|
Weighted average common shares outstanding
|
|
|
68,460
|
|
|
68,325
|
|
|
68,086
|
|
Basic net income per share
|
|
$
|
0.67
|
|
$
|
1.53
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common stockholders
|
|
$
|
46,529
|
|
$
|
105,631
|
|
$
|
15,042
|
|
Undistributed earnings allocated to participating securities
|
|
|
(457)
|
|
|
(904)
|
|
|
(84)
|
|
Net income applicable to common stockholders excluding
amounts applicable to participating securities |
|
$
|
46,072
|
|
$
|
104,727
|
|
$
|
14,958
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
68,460
|
|
|
68,325
|
|
|
68,086
|
|
Dilutive shares from assumed conversion of convertible senior
notes |
|
|
63
|
|
|
-
|
|
|
-
|
|
Dilutive stock options and restricted stock
|
|
|
558
|
|
|
239
|
|
|
332
|
|
Diluted weighted average common shares outstanding
|
|
|
69,081
|
|
|
68,564
|
|
|
68,418
|
|
Diluted net income per share
|
|
$
|
0.67
|
|
$
|
1.53
|
|
$
|
0.22
|
|
|
|
Capital
Leases |
|
Operating
Leases |
|
||
2014
|
|
|
1,915
|
|
|
2,739
|
|
2015
|
|
|
1,529
|
|
|
1,727
|
|
2016
|
|
|
1,220
|
|
|
1,361
|
|
2017
|
|
|
1,007
|
|
|
1,092
|
|
2018
|
|
|
934
|
|
|
746
|
|
Thereafter
|
|
|
3,006
|
|
|
565
|
|
Total minimum lease payments
|
|
$
|
9,611
|
|
$
|
8,230
|
|
Interest
|
|
|
(1,151)
|
|
|
|
|
Present value of net minimum lease payments
|
|
$
|
8,460
|
|
|
|
|
67 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Convertible senior notes
|
|
$
|
150,000
|
|
$
|
150,000
|
|
Term loan credit agreement
|
|
|
234,923
|
|
|
297,750
|
|
Industrial revenue bond
|
|
|
2,119
|
|
|
2,500
|
|
|
|
$
|
387,042
|
|
$
|
450,250
|
|
Less: unamortized discount
|
|
|
(24,907)
|
|
|
(30,020)
|
|
Less: current portion
|
|
|
(3,245)
|
|
|
(3,381)
|
|
|
|
$
|
358,890
|
|
$
|
416,849
|
|
2014
|
|
$
|
3,245
|
|
2015
|
|
|
3,266
|
|
2016
|
|
|
3,287
|
|
2017
|
|
|
3,309
|
|
2018
|
|
|
152,862
|
|
Thereafter
|
|
|
221,073
|
|
Maturities of long-term debt
|
|
$
|
387,042
|
|
68 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Principal amount of convertible notes outstanding
|
|
$
|
150,000
|
|
$
|
150,000
|
|
Unamortized discount of liability component
|
|
|
(19,372)
|
|
|
(23,082)
|
|
Net carrying amount of liability component
|
|
|
130,628
|
|
|
126,918
|
|
Less: current portion
|
|
|
-
|
|
|
-
|
|
Long-term debt
|
|
$
|
130,628
|
|
$
|
126,918
|
|
Carrying value of equity component, net of issuance costs
|
|
$
|
20,993
|
|
$
|
20,993
|
|
Remaining amortization period of discount on the liability component
|
|
|
4.3 years
|
|
|
5.3 years
|
|
|
|
Years Ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Contractual coupon interest expense
|
|
$
|
5,063
|
|
$
|
3,488
|
|
Accretion of discount on the liability component
|
|
$
|
3,710
|
|
$
|
2,411
|
|
69 | ||
|
70 | ||
|
71 | ||
|
|
7.
|
FAIR VALUE MEASUREMENTS
|
|
⋅
|
Level 1 Valuation is based on quoted prices for identical assets or liabilities in active markets;
|
|
|
|
|
⋅
|
Level 2 Valuation is based on quoted prices for similar assets or liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for the full term of the financial instrument; and
|
|
|
|
|
⋅
|
Level 3 Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
|
72 | ||
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
||||||||||||||||||||
|
|
Carrying
|
|
Fair Value
|
|
Carrying
|
|
Fair Value
|
|
||||||||||||||||
|
|
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
Instrument
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible senior notes
|
|
$
|
130,628
|
|
$
|
-
|
|
$
|
197,718
|
|
$
|
-
|
|
$
|
126,918
|
|
$
|
-
|
|
$
|
165,563
|
|
$
|
-
|
|
Term loan credit agreement
|
|
|
229,388
|
|
|
-
|
|
|
236,684
|
|
|
-
|
|
|
290,812
|
|
|
-
|
|
|
300,728
|
|
|
-
|
|
Industrial revenue bond
|
|
|
2,119
|
|
|
-
|
|
|
-
|
|
|
2,119
|
|
|
2,500
|
|
|
-
|
|
|
-
|
|
|
2,500
|
|
Capital lease obligations
|
|
|
8,460
|
|
|
-
|
|
|
-
|
|
|
8,460
|
|
|
4,921
|
|
|
-
|
|
|
-
|
|
|
4,921
|
|
|
|
$
|
370,595
|
|
$
|
-
|
|
$
|
434,402
|
|
$
|
10,579
|
|
$
|
425,151
|
|
$
|
-
|
|
$
|
466,291
|
|
$
|
7,421
|
|
73 | ||
|
Valuation Assumptions
|
|
2013
|
|
2012
|
|
2011
|
|
Risk-free interest rate
|
|
2.02%
|
|
1.99%
|
|
3.49%
|
|
Expected volatility
|
|
75.3%
|
|
78.8%
|
|
78.8%
|
|
Expected dividend yield
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
|
Expected term
|
|
5 yrs.
|
|
5 yrs.
|
|
5 yrs.
|
|
74 | ||
|
|
|
Number of
Options |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life |
|
Aggregate
Intrinsic Value ($ in millions) |
|
||
Options Outstanding at December 31, 2012
|
|
1,882,554
|
|
$
|
11.92
|
|
6.2
|
|
$
|
0.8
|
|
Granted
|
|
361,220
|
|
$
|
9.61
|
|
|
|
|
|
|
Exercised
|
|
(85,917)
|
|
$
|
6.99
|
|
|
|
$
|
0.3
|
|
Forfeited
|
|
(82,975)
|
|
$
|
9.58
|
|
|
|
|
|
|
Expired
|
|
(75,194)
|
|
$
|
11.37
|
|
|
|
|
|
|
Options Outstanding at December 31, 2013
|
|
1,999,688
|
|
$
|
11.57
|
|
6.0
|
|
$
|
4.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Exercisable at December 31, 2013
|
|
1,235,826
|
|
$
|
12.88
|
|
4.5
|
|
$
|
2.1
|
|
|
|
Number of
Shares |
|
|
Weighted
Average Grant Date Fair Value |
|
Restricted Stock Outstanding at December 31, 2012
|
|
773,950
|
|
$
|
9.89
|
|
Granted
|
|
521,181
|
|
$
|
9.63
|
|
Vested
|
|
(62,183)
|
|
$
|
6.19
|
|
Forfeited
|
|
(86,017)
|
|
$
|
8.78
|
|
Restricted Stock Outstanding at December 31, 2013
|
|
1,146,931
|
|
$
|
10.06
|
|
75 | ||
|
|
10.
|
EMPLOYEE SAVINGS PLANS
|
|
a.
|
Income Before Income Taxes
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Domestic
|
|
$
|
77,465
|
|
$
|
48,533
|
|
$
|
15,213
|
|
Foreign
|
|
|
158
|
|
|
130
|
|
|
-
|
|
Total income before income taxes
|
|
$
|
77,623
|
|
$
|
48,663
|
|
$
|
15,213
|
|
|
b.
|
Income Tax Expense
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Current
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
197
|
|
$
|
-
|
|
$
|
14
|
|
State
|
|
|
717
|
|
|
174
|
|
|
157
|
|
Foreign
|
|
|
130
|
|
|
141
|
|
|
-
|
|
|
|
$
|
1,044
|
|
$
|
315
|
|
$
|
171
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
26,753
|
|
$
|
(46,378)
|
|
$
|
-
|
|
State
|
|
|
3,412
|
|
|
(10,871)
|
|
|
-
|
|
Foreign
|
|
|
(115)
|
|
|
(34)
|
|
|
-
|
|
|
|
$
|
30,050
|
|
$
|
(57,283)
|
|
$
|
-
|
|
Total consolidated expense (benefit)
|
|
$
|
31,094
|
|
$
|
(56,968)
|
|
$
|
171
|
|
76 | ||
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Pretax book income
|
|
$
|
77,623
|
|
$
|
48,663
|
|
$
|
15,213
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal tax expense at 35% statutory rate
|
|
|
27,168
|
|
|
17,032
|
|
|
5,325
|
|
State and local income taxes
|
|
|
3,870
|
|
|
2,619
|
|
|
917
|
|
Foreign tax rate differential
|
|
|
(41)
|
|
|
(14)
|
|
|
-
|
|
Reversal of income tax valuation allowance against net deferred
tax assets |
|
|
-
|
|
|
(59,887)
|
|
|
-
|
|
(Utilization of) Provisions for valuation allowance for net operating
losses and credit carrryforwards - U.S. and states |
|
|
-
|
|
|
(19,528)
|
|
|
(6,060)
|
|
Other
|
|
|
97
|
|
|
2,810
|
|
|
(11)
|
|
Total income tax expense (benefit)
|
|
$
|
31,094
|
|
$
|
(56,968)
|
|
$
|
171
|
|
|
c.
|
Deferred Taxes
|
77 | ||
|
|
|
2013
|
|
2012
|
|
||
Deferred tax assets
|
|
|
|
|
|
|
|
Tax credits and loss carryforwards
|
|
$
|
18,779
|
|
$
|
51,811
|
|
Accrued liabilities
|
|
|
6,964
|
|
|
6,816
|
|
Incentive compensation
|
|
|
16,621
|
|
|
12,913
|
|
Other
|
|
|
4,736
|
|
|
6,897
|
|
|
|
$
|
47,100
|
|
$
|
78,437
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
(295)
|
|
|
(163)
|
|
Intangibles
|
|
|
(4,993)
|
|
|
(4,026)
|
|
Prepaid assets
|
|
|
(690)
|
|
|
(1,160)
|
|
Convertible note discount
|
|
|
(6,585)
|
|
|
(7,846)
|
|
Other
|
|
|
(29)
|
|
|
(231)
|
|
|
|
$
|
(12,592)
|
|
$
|
(13,426)
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset before valuation allowances and reserves
|
|
$
|
34,508
|
|
$
|
65,011
|
|
Valuation allowances
|
|
|
(1,438)
|
|
|
(1,852)
|
|
Net deferred tax asset
|
|
$
|
33,070
|
|
$
|
63,159
|
|
78 | ||
|
|
d.
|
Tax Reserves
|
Balance at January 1, 2012
|
|
$
|
10,095
|
|
|
|
|
|
|
Increase in prior year tax positions
|
|
|
885
|
|
|
|
|
|
|
Balance at December 31, 2012
|
|
$
|
10,980
|
|
|
|
|
|
|
Decrease in prior year tax positions
|
|
|
(9)
|
|
|
|
|
|
|
Balance at December 31, 2013
|
|
$
|
10,971
|
|
79 | ||
|
80 | ||
|
81 | ||
|
82 | ||
|
|
13.
|
SEGMENTS AND RELATED INFORMATION
|
|
a.
|
Segment Reporting
|
83 | ||
|
|
|
Commercial
|
|
Diversified
|
|
|
|
|
Corporate and
|
|
|
|
|
|||
|
|
Trailer Products
|
|
Products
|
|
Retail
|
|
Eliminations
|
|
Consolidated
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
$
|
1,009,527
|
|
$
|
446,013
|
|
$
|
180,146
|
|
$
|
-
|
|
$
|
1,635,686
|
|
Intersegment sales
|
|
|
71,718
|
|
|
55,967
|
|
|
1,340
|
|
|
(129,025)
|
|
$
|
-
|
|
Total net sales
|
|
$
|
1,081,245
|
|
$
|
501,980
|
|
$
|
181,486
|
|
$
|
(129,025)
|
|
$
|
1,635,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
10,452
|
|
|
23,995
|
|
|
2,029
|
|
|
1,860
|
|
|
38,336
|
|
Income (Loss) from operations
|
|
|
51,485
|
|
|
64,808
|
|
|
2,885
|
|
|
(15,987)
|
|
|
103,191
|
|
Reconciling items to net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,308
|
|
Loss on debt extinguishment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,889
|
|
Other, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,629)
|
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,094
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
46,529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
$
|
993,862
|
|
$
|
310,982
|
|
$
|
157,010
|
|
$
|
-
|
|
$
|
1,461,854
|
|
Intersegment sales
|
|
|
69,427
|
|
|
45,011
|
|
|
635
|
|
|
(115,073)
|
|
$
|
-
|
|
Total net sales
|
|
$
|
1,063,289
|
|
$
|
355,993
|
|
$
|
157,645
|
|
$
|
(115,073)
|
|
$
|
1,461,854
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
11,014
|
|
|
11,029
|
|
|
710
|
|
|
2,812
|
|
|
25,565
|
|
Income (Loss) from operations
|
|
|
47,314
|
|
|
49,824
|
|
|
2,922
|
|
|
(29,576)
|
|
|
70,484
|
|
Reconciling items to net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,724
|
|
Other, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97
|
|
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(56,968)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
105,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External customers
|
|
$
|
1,010,131
|
|
$
|
52,048
|
|
$
|
125,065
|
|
$
|
-
|
|
$
|
1,187,244
|
|
Intersegment sales
|
|
|
61,163
|
|
|
54,432
|
|
|
-
|
|
|
(115,595)
|
|
$
|
-
|
|
Total net sales
|
|
$
|
1,071,294
|
|
$
|
106,480
|
|
$
|
125,065
|
|
$
|
(115,595)
|
|
$
|
1,187,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
10,273
|
|
|
1,866
|
|
|
631
|
|
|
2,821
|
|
|
15,591
|
|
Income (Loss) from operations
|
|
|
18,536
|
|
|
14,630
|
|
|
(275)
|
|
|
(13,101)
|
|
|
19,790
|
|
Reconciling items to net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,136
|
|
Loss on debt extinguishment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
668
|
|
Other, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(227)
|
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
15,042
|
|
|
b.
|
Customer Concentration
|
|
c.
|
Product Information
|
84 | ||
|
|
|
Commercial
|
|
Diversified
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
Trailer Products
|
|
Products
|
|
Retail
|
|
Consolidated
|
|
||
2013
|
|
$
|
|
$
|
|
$
|
|
$
|
|
%
|
|
New trailers
|
|
959,116
|
|
204,812
|
|
82,995
|
|
1,246,923
|
|
76.2
|
|
Used trailers
|
|
33,443
|
|
3,158
|
|
12,814
|
|
49,415
|
|
3.0
|
|
Components, parts and service
|
|
7,387
|
|
92,869
|
|
80,070
|
|
180,326
|
|
11.0
|
|
Equipment and other
|
|
9,581
|
|
145,174
|
|
4,267
|
|
159,022
|
|
9.8
|
|
Total net external sales
|
|
1,009,527
|
|
446,013
|
|
180,146
|
|
1,635,686
|
|
100.0
|
|
|
|
Commercial
|
|
Diversified
|
|
|
|
|
|
|
|
|
|
Trailer Products
|
|
Products
|
|
Retail
|
|
Consolidated
|
|
||
2012
|
|
$
|
|
$
|
|
$
|
|
$
|
|
%
|
|
New trailers
|
|
959,094
|
|
131,236
|
|
73,524
|
|
1,163,854
|
|
79.6
|
|
Used trailers
|
|
23,534
|
|
1,887
|
|
14,762
|
|
40,183
|
|
2.7
|
|
Components, parts and service
|
|
2,323
|
|
64,145
|
|
65,279
|
|
131,747
|
|
9.0
|
|
Equipment and other
|
|
8,911
|
|
113,714
|
|
3,445
|
|
126,070
|
|
8.7
|
|
Total net external sales
|
|
993,862
|
|
310,982
|
|
157,010
|
|
1,461,854
|
|
100.0
|
|
|
|
Commercial
|
|
Diversified
|
|
|
|
|
|
|
|
|
|
Trailer Products
|
|
Products
|
|
Retail
|
|
Consolidated
|
|
||
2011
|
|
$
|
|
$
|
|
$
|
|
$
|
|
%
|
|
New trailers
|
|
983,896
|
|
-
|
|
66,578
|
|
1,050,474
|
|
88.5
|
|
Used trailers
|
|
13,386
|
|
-
|
|
13,103
|
|
26,489
|
|
2.2
|
|
Components, parts and service
|
|
2,847
|
|
44,114
|
|
45,289
|
|
92,250
|
|
7.8
|
|
Equipment and other
|
|
10,002
|
|
7,934
|
|
95
|
|
18,031
|
|
1.5
|
|
Total net external sales
|
|
1,010,131
|
|
52,048
|
|
125,065
|
|
1,187,244
|
|
100.0
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
324,229
|
|
$
|
413,126
|
|
$
|
439,977
|
|
$
|
458,354
|
|
Gross profit
|
|
|
42,186
|
|
|
58,853
|
|
|
61,497
|
|
|
52,587
|
|
Net income
(1)
|
|
|
5,735
|
|
|
14,135
|
|
|
16,236
|
|
|
10,423
|
|
Basic net income per share
|
|
|
0.08
|
|
|
0.20
|
|
|
0.24
|
|
|
0.15
|
|
Diluted net income per share
(3)
|
|
|
0.08
|
|
|
0.20
|
|
|
0.23
|
|
|
0.15
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
277,682
|
|
$
|
362,408
|
|
$
|
405,917
|
|
$
|
415,847
|
|
Gross profit
|
|
|
19,729
|
|
|
39,681
|
|
|
50,074
|
|
|
54,339
|
|
Net income
(1)(2)
|
|
|
5,064
|
|
|
1,942
|
|
|
18,441
|
|
|
80,184
|
|
Basic and diluted net income per share
(3)
|
|
|
0.07
|
|
|
0.03
|
|
|
0.27
|
|
|
1.16
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
221,984
|
|
$
|
287,095
|
|
$
|
336,433
|
|
$
|
341,732
|
|
Gross profit
|
|
|
16,501
|
|
|
16,240
|
|
|
13,320
|
|
|
20,659
|
|
Net income
|
|
|
3,197
|
|
|
3,302
|
|
|
1,092
|
|
|
7,451
|
|
Basic and diluted net income per share
(3)
|
|
|
0.05
|
|
|
0.05
|
|
|
0.02
|
|
|
0.11
|
|
|
(1)
|
Net income includes pre-tax charges of $
1.7
million, $
13.6
million, $
2.4
million and $
0.5
million for the first, second, third and fourth quarters of 2012, respectively, and $
0.6
million, $
0.2
million and less than $
0.1
million for the first, second and third quarters of 2013, respectively, in connection with acquisition related charges associated with the Company’s acquisition of Walker as well as the purchase of certain assets of Beall.
|
|
(2)
|
Net income for the fourth quarter of 2012 includes an income tax benefit of $
59.0
million primarily related to the reversal of a U.S. valuation allowance against its deferred tax assets.
|
|
(3)
|
Basic and diluted net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income per share may differ from annual net income per share due to rounding.
|
85 | ||
|
86 | ||
|
Richard J. Giromini
|
President and Chief Executive Officer
|
Jeffery L. Taylor
|
Senior Vice President and Chief Financial Officer
|
|
|
February 27, 2014
|
|
87 | ||
|
88 | ||
|
89 | ||
|
(a) |
Financial Statements:
The Company has included all required financial statements in Item 8 of this Form 10-K. The financial statement schedules have been omitted as they are not applicable or the required information is included in the Notes to the consolidated financial statements.
|
(b) | Exhibits: The following exhibits are filed with this Form 10-K or incorporated herein by reference to the document set forth next to the exhibit listed below: |
2.01 | Purchase and Sale Agreement by and among the Company, Walker Group Holdings LLC and Walker Group Holdings LLC dated as of March 26, 2012 (16) |
3.01 | Amended and Restated Certificate of Incorporation of the Company, as amended (13) |
3.02 | Certificate of Designations of Series D Junior Participating Preferred Stock (6) |
3.03 | Amended and Restated Bylaws of the Company, as amended (12) |
4.01 | Specimen Stock Certificate (1) |
4.02 | Rights Agreement between the Company and National City Bank as Rights Agent dated December 28, 2005 (7) |
4.03 | Amendment No. 1 to the Rights Agreement dated July 17, 2009 (11) |
4.04 | Indenture, dated April 23, 2012 between the Company and Wells Fargo Bank, National Association, as trustee (17) |
4.05 | Supplemental Indenture, dated April 23, 2012 between the Company and Wells Fargo Bank, National Association, as trustee (17) |
10.01# | Executive Employment Agreement dated June 28, 2002 between the Company and Richard J. Giromini (2) |
10.02 | Asset Purchase Agreement dated July 22, 2003 (3) |
10.03 | Amendment No. 1 to the Asset Purchase Agreement dated September 19, 2003 (3) |
10.04# | 2004 Stock Incentive Plan (4) |
10.05# | Corporate Plan for Retirement Executive Plan (5) |
10.06# | Amendment to Executive Employment Agreement dated January 1, 2007 between the Company and Richard J. Giromini (8) |
10.07# | Form of Non-Qualified Stock Option Agreement under the 2007 Omnibus Incentive Plan (9) |
10.08# | Form of Restricted Stock Agreement under the 2007 Omnibus Incentive Plan (9) |
10.09# | 2007 Omnibus Incentive Plan, as amended (10) |
10.10# | 2011 Omnibus Incentive Plan (14) |
10.11# | Change in Control Severance Pay Plan (15) |
10.12 | Amended and Restated Credit Agreement, dated May 8, 2012, by and among Wabash National Corporation, certain of its subsidiaries identified on the signature page thereto, Wells Fargo Capital Finance, LLC as joint lead arranger, joint bookrunner and administrative agent, RBS Citizens Business Capital, a division of RBS Citizens, N.A., as joint lead arranger, joint bookrunner and syndication agent, BMO Harris Bank, N.A., as documentation agent, and the other lenders and agents therein (18) |
|
10.13
|
Amended and Restated General Continuing Guaranty, dated as of May 8, 2012, by each subsidiary of
Wabash National Corporation party thereto in favor of Wells Fargo Capital Finance, LLC, as administrative agent for the secured parties under the Amended and Restated Credit Agreement, dated May 8, 2012 (18)
|
10.14 | Credit Agreement dated as of May 8, 2012, among the Wabash National Corporation, the several lender from time to time party thereto Morgan Stanley Senior Funding, Inc., as administrative agent, joint lead arranger and joint bookrunner, and Wells Fargo Securities, LLC, as joint lead arranger and joint bookrunner (18) |
10.15 | General Continuing Guarantee, dated as of May 8, 2012, by each subsidiary of Wabash National Corporation party thereto in favor of Morgan Stanley Senior Funding, Inc., as administrative agent for the secured parties under the Credit Agreement, dated May 8, 2012 (18) |
21.01 | List of Significant Subsidiaries (19) |
23.01 | Consent of Ernst & Young LLP (19) |
90 | ||
|
31.01
|
Certification of Principal Executive Officer (19)
|
31.02 | Certification of Principal Financial Officer (19) |
32.01 | Written Statement of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (19) |
|
101
|
Interactive Data File Pursuant to Rule 405 of Regulation S-T
|
|
#
|
Management contract or compensatory plan
|
+ | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC. |
(1) | Incorporated by reference to the Registrant’s registration statement on Form S-3 (Registration No. 333-27317) filed on May 16, 1997 |
(2) | Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended June 30, 2002 (File No. 1-10883) |
(3) | Incorporated by reference to the Registrant’s Form 8-K filed on September 29, 2003 (File No. 1-10883) |
(4) | Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended June 30, 2004 (File No. 1-10883) |
(5) | Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended March 31, 2005 (File No. 1-10883) |
(6) | Incorporated by reference to the Registrant’s Form 8-K filed on December 28, 2005 (File No. 1-10883) |
(7) | Incorporated by reference to the Registrant’s registration statement on Form 8-A12B filed on December 28, 2005 (File No. 1-10883) |
(8) | Incorporated by reference to the Registrant’s Form 8-K filed on January 8, 2007 (File No. 1-10883) |
(9) | Incorporated by reference to the Registrant’s Form 8-K filed on May 24, 2007 (File No. 1-10883) |
(10) | Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2007 (File No. 1-10883) |
(11) | Incorporated by reference to the Registrant’s Form 8-K filed on July 20, 2009 (File No. 1-10883) |
(12) | Incorporated by reference to the Registrant’s Form 8-K filed on August 4, 2009 (File No. 1-10883) |
(13) | Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2011 (File No. 1-10883) |
(14) | Incorporated by reference to the Registrant’s Form 8-K filed on May 25, 2011 (File No. 1-10883) |
(15) | Incorporated by reference to the Registrant’s Form 8-K filed on September 14, 2011 (File No. 1-10883) |
(16) | Incorporated by reference to the Registrant’s Form 8-K filed on March 27, 2012 (File No.001-10883) | |
(17) | Incorporated by reference to the Registrant’s Form 8-K filed on April 23, 2012 (File No.001-10883) |
(18) | Incorporated by reference to the Registrant’s Form 8-K filed on May 14, 2012 (File No 001-10883) |
|
(19)
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Filed herewith
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91 | ||
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February 27, 2014
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By:
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/s/ Jeffery L. Taylor
|
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Jeffery L. Taylor
|
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Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Date
|
|
Signature and Title
|
|
|
|
|
|
February 27, 2014
|
|
By:
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/s/ Richard J. Giromini
|
|
|
|
Richard J. Giromini
|
|
|
|
President and Chief Executive Officer, Director (Principal Executive Officer)
|
|
|
|
|
February 27, 2014
|
|
By:
|
/s/ Jeffery L. Taylor
|
|
|
|
Jeffery L. Taylor
|
|
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
February 27, 2014
|
|
By:
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/s/ Martin C. Jischke
|
|
|
|
Dr. Martin C. Jischke
|
|
|
|
Chairman of the Board of Directors
|
February 27, 2014
|
|
By:
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/s/ James D. Kelly
|
|
|
|
James D. Kelly
|
|
|
|
Director
|
February 27, 2014
|
|
By:
|
/s/ John E. Kunz
|
|
|
|
John E. Kunz
|
|
|
|
Director
|
February 27, 2014
|
|
By:
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/s/ Larry J. Magee
|
|
|
|
Larry J. Magee
|
|
|
|
Director
|
February 27, 2014
|
|
By:
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/s/ Ann D. Murtlow
|
|
|
|
Ann D. Murtlow
|
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|
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Director
|
February 27, 2014
|
|
By:
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/s/ Scott K. Sorensen
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|
|
|
Scott K. Sorensen
|
|
|
|
Director
|
92 | ||
|
1 Year Wabash National Chart |
1 Month Wabash National Chart |
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