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Share Name | Share Symbol | Market | Type |
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Wabash National Corporation | NYSE:WNC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.89 | 0 | 12:00:03 |
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(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
1000 Sagamore Parkway South
Lafayette, Indiana
(Address of Principal Executive Offices)
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52-1375208
(IRS Employer
Identification Number)
47905
(Zip Code)
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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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Large accelerated filer
x
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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our business plan;
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our ability to effectively integrate Supreme and realize expected synergies and benefits from the Supreme acquisition;
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our expected revenues, income or loss;
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our ability to manage our indebtedness;
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our strategic plan and plans for future operations;
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financing needs, plans and liquidity, including for working capital and capital expenditures;
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our ability to achieve sustained profitability;
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reliance on certain customers and corporate relationships;
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availability and pricing of raw materials, including the impact of tariffs or other international trade developments;
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availability of capital and financing;
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dependence on industry trends;
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the outcome of any pending litigation or notice of environmental dispute;
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export sales and new markets;
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engineering and manufacturing capabilities and capacity, including our ability to attract and retain qualified personnel;
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our ability to develop and commercialize new products;
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acceptance of new technologies and products;
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government regulations; and
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assumptions relating to the foregoing.
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Commercial Trailer Products
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Diversified Products
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Final Mile Products
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■ Dry and Refrigerated Van Trailers
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■ Tank Trailers and Truck-Mounted Tanks
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■ Truck-Mounted Dry Bodies
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■ Platform Trailers
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■ Composite Panels and Products
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■ Truck-Mounted Refrigerated Bodies
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■ Fleet Used Trailers
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■ Food, Dairy and Beverage Equipment
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■ Service and Stake Bodies
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■ Aftermarket Parts and Service
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■ Containment and Aseptic Systems
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■ Fiberglass Reinforced Plywood Panels
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■ Aftermarket Parts and Service
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■ Upfitting Parts and Services
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INNOVATE
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■ Continue innovation leadership
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■ Develop new capabilities and capacity to enable growth
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■ Improve durability and reduce weight with material technologies
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OPTIMIZE
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■ Margin enhancement through integration, alignment and shared services activities
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■ Utilize the Wabash Management System and lean manufacturing to drive margin enhancement through continuous focus on efficiency
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GROW
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■ Expand Final Mile platform
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■ Commercialize Molded Structural Composites refrigerated van
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■ Increase business development capabilities
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Value-added, engineered products and services manufactured at scale to provide customer-focused solutions;
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Leading market position;
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Strong management team that is a cultural fit;
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Aligned with our core competencies in purchasing, operations, distribution and product development; and
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Diversified growth markets, whether end-markets or geographical, and less cyclical industries.
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Maintain Liquidity:
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Manage the business for the long-term
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Be equipped for changes in market conditions and strategic growth opportunities
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Debt Management:
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Reduce debt and de-lever the Company
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Reinvest for Growth:
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Fund capital expenditures that drive growth and margin expansion
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Dividends:
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Return excess cash to shareholders
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Share Repurchases:
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Opportunistically repurchase shares
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Offset dilution from stock based compensation
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2018
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2017
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2016
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2015
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2014
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Wabash
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60,150
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54,000
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60,000
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63,000
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56,000
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Hyundai Translead
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59,000
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58,000
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49,000
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43,000
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36,000
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Great Dane
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49,000
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46,000
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48,000
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52,000
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48,000
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Utility
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49,000
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43,000
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46,000
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49,000
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41,000
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Stoughton
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16,000
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15,000
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16,000
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15,000
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13,000
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Other principal producers
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46,000
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32,000
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33,000
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40,000
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37,000
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Total Industry
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317,000
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282,000
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283,000
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300,000
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268,000
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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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▪
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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. Our van products are preferred by many of the industry’s leading carriers. We are also a leading provider of liquid-transportation systems and engineered products and we have a strong customer base, consisting of mostly private fleets, and have earned a leading market position across many of the markets we serve. In addition, we are a leading manufacturer of truck bodies, and we have a strong customer base of large national fleet leasing companies.
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Technology and Innovation –
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 we expect we will continue to be a leading innovator in the design and production of trailers and related products. Recent new trailer introductions and value-added options include the introduction of the Molded Structural Composite (“MSCt”) Refrigerated Van, the commercial launch of the Cold Chain Series Refrigerated Truck Body with molded structural composite technology, both offering advanced thermal and operational performance; Lean Duplex tank trailer, a stainless steel option that reduces weight while providing enhanced performance characteristics over typical chemical tank trailers; Trustlock Plus
®
, a proprietary single-lock rear door mechanism; and the DuraPlate
®
AeroSkirt
®
, Ventix DRS
™
, AeroFin XL
®
and AeroSkirt CX
™
, durable aerodynamic solutions that provide improved fuel efficiencies when used in specific combinations.
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Extended Service Life – operate three to five years longer;
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Lower Operating and Maintenance Costs – greater durability and performance;
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Less Downtime – higher utilization for fleets;
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Extended Warranty – warranty period for DuraPlate
®
panels is ten years; and
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Improved Resale Value – higher trade-in and resale values.
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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 one of the largest producers of van trailers in North America and, according to data published by Trailer Body Builders Magazine. We are one of the largest manufacturers of platform trailers in North America through our Transcraft
®
and Benson
®
brands. We are one of the largest manufacturer of liquid stainless steel and aluminum tank trailers in North America through our Walker Transport, Brenner
®
Tank, Bulk International and Beall
®
brands. In addition, we are the second largest manufacturer of truck bodies in North America through our Supreme, Iner-City
®
, Spartan, and Kold King
®
brands. We participate broadly in the transportation industry through all of our business segments.
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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 the Environmental Management System at five facilities, which include our Lafayette, Indiana; Cadiz, Kentucky; San José Iturbide, Mexico; Portland, Oregon; and Harrison, Arkansas locations. In addition, we have achieved ISO 9001 registration of the Quality Management Systems at our Lafayette, Indiana and Cadiz, Kentucky facilities.
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Corporate
Culture
– We benefit from an experienced, value-driven management team and dedicated workforce focused on operational excellence. Safety of our associates is our number one value and highest priority.
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Extensive Distribution Network
– We utilize a network of 30 independent dealers with approximately 80 locations throughout North America to distribute our van trailers, and our Transcraft distribution network consists of 69 independent dealers with approximately 125 locations throughout North America. Our tank trailers are distributed through a network of 52 independent dealers with 53 locations throughout North America. Additionally, our truck body dealer network consists of more than 1,000 commercial dealers. Our dealers primarily serve mid-market and smaller sized carriers and private fleets in the geographic region where the dealer is located and occasionally may sell to large fleets.
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Dry Van Trailers.
The dry van market represents our largest product line and includes trailers sold under DuraPlate
®
, DuraPlateHD
®
, and DuraPlate
®
XD-35
®
trademarks. Our DuraPlate
®
trailers utilize a proprietary technology that consists of a composite plate wall for increased durability and greater strength.
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Platform Trailers.
Platform trailers are sold under the Transcraft
®
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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Refrigerated Trailers.
Refrigerated trailers provide thermal efficiency, maximum payload capacity, and superior damage resistance. Our refrigerated trailers are sold under the ArcticLite
®
trademark and use our proprietary SolarGuard
®
technology, coupled with our foaming process, which we believe enables customers to achieve lower costs through reduced operating hours of refrigeration equipment and therefore reduced fuel consumption. In 2016, Wabash introduced a proprietary molded structural composite with thermal technology which, based on our testing, provides improved thermal performance for refrigerated trailers by up to 25% and is up to 20% lighter than standard refrigerated trailers while still maintaining strength and durability.
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Specialty Trailers.
These products include 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, Steel Coil Hauler and RoadRailer
®
trailers.
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Aftermarket Parts and Service.
Aftermarket component products are manufactured to provide continued support to our customers throughout the life-cycle of the trailer. Aurora Parts & Accessories, LLC is the exclusive supplier of the aftermarket component products for our dry van, refrigerated and platform trailers. Utilizing our on-site service centers, we provide a wide array of quality aftermarket parts and services to our customers. Additionally, rail components are sold to provide continued support of the Road Railer
®
product line as well as to expand our offerings in the rail markets.
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Used Trailers.
These products 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 as well as through our branch network to enable us to re-market and promote new trailer sales.
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Wood Products.
We manufacture laminated hardwood oak flooring used primarily in our dry van trailer segment at our manufacturing operations located in Harrison, Arkansas.
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Tank Trailers.
Tank Trailers currently has several principal brands dedicated to transportation products including Walker Transport, Brenner
®
Tank, Bulk Tank International, and Beall
®
Trailers. Equipment sold under these brands include stainless steel and aluminum liquid and dry bulk tank trailers and other transport solutions for the dairy, food and beverage, chemical, environmental, petroleum and refined fuel industries. We also provide parts and maintenance and repair services for tank trailers and other related equipment through our six Brenner Tank Service centers.
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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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Brenner
®
Tank – Founded in 1900, Brenner
®
Tank manufactures stainless steel and aluminum tank trailers, dry bulk trailers, and fiberglass reinforced poly tank trailers, as well as vacuum tank trailers for the oil and gas, chemical, energy and environmental services end markets.
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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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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.
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Process Systems.
Process Systems currently sells products under the Walker Engineered Products and Extract Technology
®
brands and specializes in the design and production of a broad range of products including: a portfolio 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.
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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, craft brewing, and biotech end markets under the Walker Engineered Products brand.
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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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Composites
. Our Composites business is focused on expanding the use of DuraPlate
®
composite panels beyond the semi-trailer market. Product offerings include truck bodies, overhead doors, and other industrial applications. We continue to develop new products and actively explore markets that can benefit from the proven performance of our proprietary technology. We offer three solutions designed to significantly improve trailer aerodynamics and fuel economy featuring a trailer drag reduction system to manage airflow across the entire length of trailer, or Ventix DRS
™
, an aerodynamic tail devised to direct airflow across the rear of the trailer, or AeroFin XL
®
, and a new lighter version of our AeroSkirt design called AeroSkirt CX
™
. We also offer our EPA Smartway
®
approved DuraPlate
®
AeroSkirt
®
.
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Signature Van Bodies.
Signature van bodies range from 8 to 28 feet in length with exterior walls assembled from one of several material options including pre-painted aluminum, FiberPanel PW, FiberPanel HC, or DuraPlate
®
. Additional features include molded composite front and side corners, LED marker lights, sealed wiring harnesses, hardwood or pine flooring, and various door configurations to accommodate end-user loading and unloading requirements. This product is adaptable for a diverse range of uses in dry-freight transportation.
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Iner-City
®
Cutaway Van Bodies.
An ideal route truck for a variety of commercial applications, the Iner-City bodies are manufactured on cutaway chassis which allow access from the cab to the cargo area. Borrowing many design elements from Supreme’s larger van body, the Iner-City is shorter in length (8 to 18 feet) than a typical van body.
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Spartan Service Bodies.
Built on a cutaway chassis and constructed of FiberPanel PW, the Spartan cargo van provides the smooth maneuverability of a commercial van with the full-height and spacious cargo area of a truck body. In lengths of 8 to 14 feet and available with a variety of pre-designed options, the Spartan cargo van is a bridge product for those moving up from a traditional cargo van into the truck body category.
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Kold King
®
Insulated Van Bodies.
Kold King
®
insulated bodies, in lengths up to 28 feet, provide versatility and dependability for temperature controlled applications. Flexible for either hand-load or pallet-load requirements, they are ideal for multi-stop distribution of both fresh and frozen products.
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Stake Bodies.
Stake bodies are flatbeds with various configurations of removable sides. The stake body is utilized for a broad range of agricultural and construction industries’ transportation needs.
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Final Mile Series and Cold Chain Series.
Introduced in 2015, we have combined fleet-proven equipment designs and advanced materials to create a line of high performance refrigerated and dry freight truck bodies for Class 6, 7, and 8 chassis. The truck body product leverages our DuraPlate
®
technology utilized in dry van trailers and also introduces a revolutionary proprietary molded structural composite designed to improve weight and thermal efficiency in refrigerated truck body applications.
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Truckload Carriers:
Averitt Express, Inc.; Celadon Group, Inc.; Covenant Transportation Group, Inc.; Cowan Systems, LLC; Crete Carrier Corporation; Heartland Express, Inc.; J.B Hunt Transport, Inc.; Knight Transportation, Inc.; Schneider National, Inc.; Swift Transportation Corporation; U.S. Xpress Enterprises, Inc.; and Werner Enterprises, Inc.
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Less-Than-Truckload Carriers:
FedEx Corporation; Old Dominion Freight Lines, Inc.; R&L Carriers Inc.; Saia, Inc.: and YRC Worldwide, Inc.
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Refrigerated Carriers:
CR England, Inc.; K&B Transportation, Inc.; Prime, Inc.; and Southern Refrigerated Transport, Inc.
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Leasing Companies:
Matlack Leasing; Penske Truck Leasing Company; Wells Fargo Equipment Finance, Inc.; and Xtra Lease, Inc.
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Private Fleets:
C&S Wholesale Grocers, Inc.; Dollar General Corporation; and Safeway, Inc.
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Liquid Carriers:
Dana Liquid Transport Corporation; Evergreen Tank Solutions LLC; Kenan Advantage Group, Inc.; Oakley Transport, Inc.; Quality Carriers, Inc.; Superior Tank, Inc.; and Trimac Transportation.
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Factory direct accounts; and
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Independent dealerships.
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Name
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Age
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Position
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Brent L. Yeagy
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48
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President and Chief Executive Officer, Director
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M. Kristin Glazner
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41
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Senior Vice President and Chief Human Resources Officer
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Melanie D. Margolin
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47
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Senior Vice President and General Counsel and Corporate Secretary
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Kevin J. Page
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57
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Senior Vice President and Group President, Diversified Products
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Michael N. Pettit
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44
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Senior Vice President and Group President, Final Mile Products
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Dustin T. Smith
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41
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Senior Vice President and Group President, Commercial Trailer Products
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Jeffery L. Taylor
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53
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Senior Vice President and Chief Financial Officer
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▪
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challenges caused by distance, language and cultural differences and by doing business with foreign agencies and governments;
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longer payment cycles in some countries;
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uncertainty regarding liability for services and content;
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credit risk and higher levels of payment fraud;
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currency exchange rate fluctuations and our ability to manage these fluctuations;
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foreign exchange controls that might prevent us from repatriating cash earned outside the U.S.;
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import and export requirements that may prevent us from shipping products or providing services to a particular market and may increase our operating costs;
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potentially adverse tax consequences;
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higher costs associated with doing business internationally;
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different expectations regarding working hours, work culture and work-related benefits; and
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different employee/employer relationships and the existence of workers’ councils and labor unions.
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the state of our business, competition, and changes in our industry;
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changes in the factors, assumptions, and other considerations made by our Board of Directors in reviewing and revising our dividend policy;
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our future results of operations, financial condition, liquidity needs, and capital resources; and
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our various expected cash needs, including cash interest and principal payments on our indebtedness, capital expenditures, the purchase price of acquisitions, and taxes.
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negatively affect our ability to pay principal and interest on our debt;
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increase our vulnerability to general adverse economic and industry conditions;
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limit our ability to fund future capital expenditures and working capital, to engage in future acquisitions or development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flow from operations to payments of interest and principal or to comply with any restrictive terms of our debt;
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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impair our ability to obtain additional financing or to refinance our indebtedness in the future;
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place us at a competitive disadvantage compared to our competitors that may have proportionately less debt; and
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impact our ability to continue to fund a regular quarterly dividend.
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trends in our industry and the markets in which we operate;
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changes in the market price of the products we sell;
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the introduction of new technologies or products by us or by our competitors;
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changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
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operating results that vary from the expectations of securities analysts and investors;
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announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, financings or capital commitments;
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changes in laws and regulations;
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general economic and competitive conditions; and
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changes in key management personnel.
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▪
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our assessments of the asset quality and value of Supreme and its assets;
|
▪
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our projections of Supreme’s business and its future financial performance;
|
▪
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our ability to realize synergies related to supply chain optimization, commercialization and distribution of new and existing products, back office and administrative consolidation, and further implementation of manufacturing best practices;
|
▪
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costs to comply with, and liabilities related to, laws and regulations applicable to Supreme, including environmental laws and regulations;
|
▪
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our ability to maintain, develop and deepen relationships with Supreme’s customers;
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▪
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our belief that the Final Mile Products segment served by Supreme will grow substantially in the future and tends to be less cyclical than the van and platform trailer markets historically served by Wabash; and
|
▪
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other financial and strategic risks of operating the acquired business.
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Location
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Owned or Leased
|
|
Description of Activities at Location
|
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Segment
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Ashland, Kentucky
|
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Leased
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Parts distribution
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Diversified Products
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Baton Rouge, Louisiana
|
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Leased
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Service and parts distribution
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Diversified Products
|
Cadiz, Kentucky
|
|
Leased
|
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Manufacturing
|
|
Commercial Trailer Products
|
Chicago, Illinois
|
|
Leased
|
|
Service and parts distribution
|
|
Diversified Products
|
Cleburne, Texas
|
|
Owned
|
|
Manufacturing
|
|
Final Mile Products
|
Elroy, Wisconsin
|
|
Owned
|
|
Manufacturing
|
|
Diversified Products
|
Fond du Lac, Wisconsin
|
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Owned
|
|
Manufacturing
|
|
Diversified Products
|
Frankfort, Indiana
|
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Leased
|
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Manufacturing
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|
Diversified Products
|
Goshen, Indiana
|
|
Owned
|
|
Manufacturing
|
|
Final Mile Products
|
Griffin, Georgia
|
|
Owned
|
|
Manufacturing
|
|
Final Mile Products
|
Harrison, Arkansas
|
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Owned
|
|
Manufacturing
|
|
Commercial Trailer Products
|
Houston, Texas
|
|
Leased
|
|
Service and parts distribution
|
|
Diversified Products
|
Huddersfield, United Kingdom
|
|
Leased property/Owned building
|
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Manufacturing
|
|
Diversified Products
|
Jonestown, Pennsylvania
|
|
Owned/Leased
|
|
Manufacturing
|
|
Final Mile Products
|
Lafayette, Indiana
|
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Owned
|
|
Corporate Headquarters, Manufacturing and used trailers
|
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Commercial Trailer Products, Diversifed Products and Final Mile Products
|
Ligonier, Indiana
|
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Owned
|
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Manufacturing
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|
Final Mile Products
|
Little Falls, Minnesota
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Owned
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Manufacturing
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Commercial Trailer Products
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Mauston, Wisconsin
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|
Leased
|
|
Service and parts distribution
|
|
Diversified Products
|
Moreno Valley, California
|
|
Owned/Leased
|
|
Manufacturing
|
|
Final Mile Products
|
New Lisbon, Wisconsin
|
|
Owned
|
|
Manufacturing
|
|
Diversified Products
|
Portland, Oregon
|
|
Owned
|
|
Manufacturing
|
|
Diversified Products
|
Queretaro, Mexico
|
|
Owned
|
|
Manufacturing
|
|
Diversified Products
|
West Memphis, Arkansas
|
|
Leased
|
|
Service and parts distribution
|
|
Diversified Products
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Amount That May Yet Be Purchased Under the Plans or Programs
($ in millions)
|
||||||
October 2018
|
|
136,000
|
|
|
$
|
14.71
|
|
|
136,000
|
|
|
$
|
11.9
|
|
November 2018
|
|
762,455
|
|
|
$
|
15.63
|
|
|
762,455
|
|
|
$
|
100.0
|
|
December 2018
|
|
2,676
|
|
|
$
|
12.97
|
|
|
—
|
|
|
$
|
100.0
|
|
Total
|
|
901,131
|
|
|
$
|
15.48
|
|
|
898,455
|
|
|
$
|
100.0
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(dollars in thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
2,267,278
|
|
|
$
|
1,767,161
|
|
|
$
|
1,845,444
|
|
|
$
|
2,027,489
|
|
|
$
|
1,863,315
|
|
Cost of sales
|
1,983,627
|
|
|
1,506,286
|
|
|
1,519,910
|
|
|
1,724,046
|
|
|
1,630,681
|
|
|||||
Gross profit
|
283,651
|
|
|
260,875
|
|
|
325,534
|
|
|
303,443
|
|
|
232,634
|
|
|||||
Selling, general and administrative expenses
|
128,160
|
|
|
103,413
|
|
|
101,399
|
|
|
100,728
|
|
|
88,370
|
|
|||||
Amortization of intangibles
|
19,468
|
|
|
17,041
|
|
|
19,940
|
|
|
21,259
|
|
|
21,878
|
|
|||||
Acquisition expenses
|
68
|
|
|
9,605
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment
|
24,968
|
|
|
—
|
|
|
1,663
|
|
|
1,087
|
|
|
—
|
|
|||||
Income from operations
|
110,987
|
|
|
130,816
|
|
|
202,532
|
|
|
180,369
|
|
|
122,386
|
|
|||||
Interest expense
|
(28,759
|
)
|
|
(16,400
|
)
|
|
(15,663
|
)
|
|
(19,548
|
)
|
|
(22,165
|
)
|
|||||
Other, net
|
13,776
|
|
|
8,122
|
|
|
(1,452
|
)
|
|
2,490
|
|
|
(1,759
|
)
|
|||||
Income before income taxes
|
96,004
|
|
|
122,538
|
|
|
185,417
|
|
|
163,311
|
|
|
98,462
|
|
|||||
Income tax expense (benefit)
|
26,583
|
|
|
11,116
|
|
|
65,984
|
|
|
59,022
|
|
|
37,532
|
|
|||||
Net income
|
$
|
69,421
|
|
|
$
|
111,422
|
|
|
$
|
119,433
|
|
|
$
|
104,289
|
|
|
$
|
60,930
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
0.305
|
|
|
$
|
0.255
|
|
|
$
|
0.060
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Basic net income per common share
|
$
|
1.22
|
|
|
$
|
1.88
|
|
|
$
|
1.87
|
|
|
$
|
1.55
|
|
|
$
|
0.88
|
|
Diluted net income per common share
|
$
|
1.19
|
|
|
$
|
1.78
|
|
|
$
|
1.82
|
|
|
$
|
1.50
|
|
|
$
|
0.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Working capital
|
$
|
277,743
|
|
|
$
|
292,723
|
|
|
$
|
314,791
|
|
|
$
|
318,430
|
|
|
$
|
298,802
|
|
Total assets
|
$
|
1,304,393
|
|
|
$
|
1,351,513
|
|
|
$
|
898,733
|
|
|
$
|
950,126
|
|
|
$
|
928,651
|
|
Total debt and capital leases
|
$
|
505,911
|
|
|
$
|
551,413
|
|
|
$
|
237,836
|
|
|
$
|
315,633
|
|
|
$
|
332,527
|
|
Stockholders’ equity
|
$
|
473,849
|
|
|
$
|
506,063
|
|
|
$
|
472,391
|
|
|
$
|
439,811
|
|
|
$
|
390,832
|
|
▪
|
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. Using a unit based warranty reporting process to track performance and document failure rates, early life cycle warranty units per 100 trailers shipped averaged approximately 2.5, 3.3 and 2.6 units in 2018, 2017 and 2016, respectively. Continued low claim rates have been driven by our successful execution of continuous improvement programs centered on process variation reduction, and responding to the input from our customers. We expect that these activities will continue to drive down our total warranty cost profile.
|
▪
|
During the past several years, Commercial Trailer Products has focused on productivity enhancements within manufacturing assembly and sub-assembly areas through developing the capability for mixed model production. These efforts have resulted in throughput improvements in our Lafayette, Indiana, and Cadiz, Kentucky facilities.
|
▪
|
Through deployment of the Wabash Management System, all of our business reporting segments have focused on increasing velocity at all our manufacturing locations. We have engaged in extensive lean training and deployed purposeful capital to accelerate our productivity initiatives.
|
▪
|
The Federal Motor Carrier Safety Administration (the “FMCSA”) has taken steps in recent years to improve truck safety standards, particularly by implementing the Compliance, Safety, and Accountability (“CSA”) program as well as requiring Electronic Logging Devices (“ELDs”). 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 after 2011 as carriers took measures to improve their rating. The FMCSA issued a mandate requiring carriers to install ELDs by December 2017. Subsequently, “hard enforcement” of the rule began in Q2 2018. ACT estimates the for-hire carrier capacity loss created by the ELD rule has been 7%. We believe this impact to carrier capacity will likely continue to drive demand for new equipment as carriers attempt to recover lost productivity.
|
▪
|
In July 2013, a new FMCSA hours-of-service rule went into effect, reducing total driver hours from 82 hours per week to 70 hours. Congress included language in the 2016 spending package that requires the agency to meet an appropriate safety, driver health and driver longevity standard before re-imposing those restrictions. Specifically, the language prohibits FMCSA from reinstating certain sections of the rule’s 34-hour restart provisions unless an FMCSA study finds that they result in statistically significant improvements in safety and driver health, among other things. In 2017, the U.S. Department of Transportation (the “DOT”) released the findings of the study that failed to “explicitly identify a net benefit” from two suspended provisions of the hours of service rules regarding the 34-hour restart. We believe the simple 34-hour restart rule, with no additional restrictions, will likely remain in place for the foreseeable future. Nevertheless, we believe the rule will keep trucking equipment utilization at record-high levels and, therefore, increase the general need for equipment.
|
▪
|
The U.S. Environmental Protection Agency (“EPA”) and National Highway Traffic Safety Administration (“NHTSA”) proposed new greenhouse gas regulations in July 2015, in an effort to reduce fuel consumption and production of carbon dioxide of
|
▪
|
In December 2017, the California Air Resource Board (“CARB”) has unveiled its own proposal for new greenhouse gas standards for medium- and heavy-duty trucks and trailers that operating in California. The CARB rules are similar to the EPA’s current GHG2 standards for the vehicles but CARB made additions to counter pending EPA challenges to repeal rules pertaining to trailers. It is likely that CARB’s adoption of the regulations - currently scheduled to take place at a Feb. 2018 meeting – that will require trailers be equipped with the fuel savings technologies outlined in the EPA GHG2 rules. We believe the likely start date will be in 2020. We will continue to monitor the CARB rulemaking.
|
▪
|
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.
|
▪
|
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.
|
▪
|
Fleet equipment utilization has been rising due to increasing freight volumes, new government regulations and shortages of qualified truck drivers. 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, freight tonnage carried by trucks is expected to increase approximately 34% by 2028.
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
87.5
|
%
|
|
85.2
|
%
|
|
82.0
|
%
|
Gross profit
|
12.5
|
%
|
|
14.8
|
%
|
|
18.0
|
%
|
|
|
|
|
|
|
|||
General and administrative expenses
|
4.2
|
%
|
|
4.4
|
%
|
|
4.0
|
%
|
Selling expenses
|
1.5
|
%
|
|
1.5
|
%
|
|
1.5
|
%
|
Amortization of intangibles
|
0.8
|
%
|
|
1.0
|
%
|
|
1.1
|
%
|
Other Operating Expenses
|
1.1
|
%
|
|
0.5
|
%
|
|
0.1
|
%
|
Income from operations
|
4.9
|
%
|
|
7.4
|
%
|
|
11.3
|
%
|
|
|
|
|
|
|
|||
Interest expense
|
(1.3
|
)%
|
|
(1.0
|
)%
|
|
(0.8
|
)%
|
Other, net
|
0.6
|
%
|
|
0.5
|
%
|
|
(0.1
|
)%
|
Income before income taxes
|
4.2
|
%
|
|
6.9
|
%
|
|
10.4
|
%
|
|
|
|
|
|
|
|||
Income tax expense (benefit)
|
1.1
|
%
|
|
0.6
|
%
|
|
3.6
|
%
|
Net income
|
3.1
|
%
|
|
6.3
|
%
|
|
6.8
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
(prior to elimination of intersegment sales)
|
|||||||||||||
Sales by Segment
|
|
|
|
|
|
|
|
|||||||
Commercial Trailer Products
|
$
|
1,536,938
|
|
|
$
|
1,348,382
|
|
|
$
|
188,556
|
|
|
14.0
|
%
|
Diversified Products
|
393,971
|
|
|
361,358
|
|
|
$
|
32,613
|
|
|
9.0
|
%
|
||
Final Mile Products
|
358,249
|
|
|
70,461
|
|
|
$
|
287,788
|
|
|
|
|
||
Eliminations
|
(21,880
|
)
|
|
(13,040
|
)
|
|
|
|
|
|||||
Total
|
$
|
2,267,278
|
|
|
$
|
1,767,161
|
|
|
$
|
500,117
|
|
|
28.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
New Trailers
|
(units)
|
|
|
|
|
|||||||||
Commercial Trailer Products
|
59,500
|
|
|
52,800
|
|
|
6,700
|
|
|
12.7
|
%
|
|||
Diversified Products
|
2,650
|
|
|
2,250
|
|
|
400
|
|
|
17.8
|
%
|
|||
Total
|
62,150
|
|
55,050
|
|
7,100
|
|
|
12.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|||||||
Used Trailers
|
(units)
|
|
|
|
|
|||||||||
Commercial Trailer Products
|
950
|
|
|
1,050
|
|
|
(100
|
)
|
|
(9.5
|
)%
|
|||
Diversified Products
|
150
|
|
|
100
|
|
|
50
|
|
|
50.0
|
%
|
|||
Total
|
1,100
|
|
1,150
|
|
(50
|
)
|
|
(4.3
|
)%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||
Gross Profit by Segment
|
|
|
|
|
|
|
|
|||||
Commercial Trailer Products
|
$
|
168,343
|
|
|
183,912
|
|
$
|
(15,569
|
)
|
|
(8.5
|
)%
|
Diversified Products
|
68,428
|
|
70,159
|
|
(1,731
|
)
|
|
(2.5
|
)%
|
|||
Final Mile Products
|
48,771
|
|
8,150
|
|
40,621
|
|
|
|
|
|||
Corporate and Eliminations
|
(1,891)
|
|
(1,346)
|
|
(545
|
)
|
|
|
||||
Total
|
$
|
283,651
|
|
|
260,875
|
|
$
|
22,776
|
|
|
8.7
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|||||||
|
(prior to elimination of intersegment sales)
|
|||||||||||||
Sales by Segment
|
|
|
|
|
|
|
|
|||||||
Commercial Trailer Products
|
$
|
1,348,382
|
|
|
$
|
1,506,110
|
|
|
$
|
(157,728
|
)
|
|
(10.5
|
)%
|
Diversified Products
|
361,358
|
|
|
352,404
|
|
|
$
|
8,954
|
|
|
2.5
|
%
|
||
Final Mile Products
|
70,461
|
|
|
—
|
|
|
$
|
70,461
|
|
|
|
|||
Eliminations
|
(13,040
|
)
|
|
(13,070
|
)
|
|
|
|
|
|||||
Total
|
$
|
1,767,161
|
|
|
$
|
1,845,444
|
|
|
$
|
(78,283
|
)
|
|
(4.2
|
)%
|
|
|
|
|
|
|
|
|
|||||||
New Trailers
|
(units)
|
|
|
|
|
|||||||||
Commercial Trailer Products
|
52,800
|
|
|
58,850
|
|
|
(6,050
|
)
|
|
(10.3
|
)%
|
|||
Diversified Products
|
2,250
|
|
|
2,100
|
|
|
150
|
|
|
7.1
|
%
|
|||
Final Mile Products
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Eliminations
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Total
|
55,050
|
|
|
60,950
|
|
|
(5,900
|
)
|
|
(9.7
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Used Trailers
|
(units)
|
|
|
|
|
|||||||||
Commercial Trailer Products
|
1,050
|
|
|
950
|
|
|
100
|
|
|
10.5
|
%
|
|||
Diversified Products
|
100
|
|
|
100
|
|
|
—
|
|
|
—
|
%
|
|||
Final Mile Products
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Eliminations
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Total
|
1,150
|
|
|
1,050
|
|
|
100
|
|
|
9.5
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Gross Profit by Segment
|
|
|
|
|
|
|
|
|||||||
Commercial Trailer Products
|
$
|
183,912
|
|
|
$
|
253,274
|
|
|
$
|
(69,362
|
)
|
|
(27.4
|
)%
|
Diversified Products
|
70,159
|
|
|
75,630
|
|
|
(5,471
|
)
|
|
(7.2
|
)%
|
|||
Final Mile Products
|
8,150
|
|
|
—
|
|
|
8,150
|
|
|
|
||||
Corporate and Eliminations
|
(1,346
|
)
|
|
(3,371
|
)
|
|
2,025
|
|
|
|
||||
Total
|
$
|
260,875
|
|
|
$
|
325,533
|
|
|
$
|
(64,658
|
)
|
|
(19.9
|
)%
|
|
2018
|
|
2017
|
|
Change
|
||||||
Source (use) of cash:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
(39,539
|
)
|
|
$
|
31,943
|
|
|
$
|
(71,482
|
)
|
Inventories
|
(18,713
|
)
|
|
(13,158
|
)
|
|
(5,555
|
)
|
|||
Accounts payable and accrued liabilities
|
32,653
|
|
|
(963
|
)
|
|
33,616
|
|
|||
Net (use) source of cash
|
$
|
(25,599
|
)
|
|
$
|
17,822
|
|
|
$
|
(43,421
|
)
|
|
2017
|
|
2016
|
|
Change
|
||||||
Source (use) of cash:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
31,943
|
|
|
$
|
(809
|
)
|
|
$
|
32,752
|
|
Inventories
|
(13,158
|
)
|
|
24,969
|
|
|
(38,127
|
)
|
|||
Accounts payable and accrued liabilities
|
(963
|
)
|
|
(13,002
|
)
|
|
12,039
|
|
|||
Net source of cash
|
$
|
17,822
|
|
|
$
|
11,158
|
|
|
$
|
6,664
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revolving Facility (due 2023)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan Credit Facility (due 2022)
|
1,880
|
|
|
1,880
|
|
|
1,880
|
|
|
180,057
|
|
|
—
|
|
|
—
|
|
|
185,697
|
|
|||||||
Senior Notes (due 2025)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325,000
|
|
|
325,000
|
|
|||||||
Capital Leases (including principal and interest)
|
361
|
|
|
361
|
|
|
361
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
1,113
|
|
|||||||
Total debt
|
2,241
|
|
|
2,241
|
|
|
2,241
|
|
|
180,087
|
|
|
—
|
|
|
325,000
|
|
|
511,810
|
|
|||||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Leases
|
3,253
|
|
|
2,612
|
|
|
2,095
|
|
|
862
|
|
|
649
|
|
|
1,733
|
|
|
11,203
|
|
|||||||
Total other
|
3,253
|
|
|
2,612
|
|
|
2,095
|
|
|
862
|
|
|
649
|
|
|
1,733
|
|
|
11,203
|
|
|||||||
Other commercial commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Letters of Credit
|
8,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,222
|
|
|||||||
Raw Material Purchase Commitments
|
147,484
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,484
|
|
|||||||
Chassis Converter Pool Agreements
|
27,774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,774
|
|
|||||||
Total other commercial commitments
|
183,480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
183,480
|
|
|||||||
Total obligations
|
$
|
188,974
|
|
|
$
|
4,853
|
|
|
$
|
4,336
|
|
|
$
|
180,949
|
|
|
$
|
649
|
|
|
$
|
326,733
|
|
|
$
|
706,494
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ERNST & YOUNG LLP
|
|
|
|
We have served as the Company‘s auditor since 2002.
|
|
Indianapolis, Indiana
|
|
February 28, 2019
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
132,690
|
|
|
$
|
191,521
|
|
Accounts receivable, net
|
181,064
|
|
|
146,836
|
|
||
Inventories
|
184,404
|
|
|
180,735
|
|
||
Prepaid expenses and other
|
51,261
|
|
|
57,299
|
|
||
Total current assets
|
549,419
|
|
|
576,391
|
|
||
Property, plant, and equipment, net
|
206,991
|
|
|
195,363
|
|
||
Goodwill
|
311,084
|
|
|
317,464
|
|
||
Intangible assets
|
210,328
|
|
|
237,030
|
|
||
Other assets
|
26,571
|
|
|
25,265
|
|
||
Total assets
|
$
|
1,304,393
|
|
|
$
|
1,351,513
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
1,880
|
|
|
$
|
46,020
|
|
Current portion of capital lease obligations
|
299
|
|
|
290
|
|
||
Accounts payable
|
153,113
|
|
|
108,448
|
|
||
Other accrued liabilities
|
116,384
|
|
|
128,910
|
|
||
Total current liabilities
|
271,676
|
|
|
283,668
|
|
||
Long-term debt
|
503,018
|
|
|
504,091
|
|
||
Capital lease obligations
|
714
|
|
|
1,012
|
|
||
Deferred income taxes
|
34,905
|
|
|
36,955
|
|
||
Other non-current liabilities
|
20,231
|
|
|
19,724
|
|
||
Total liabilities
|
830,544
|
|
|
845,450
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
||||
Common stock, $0.01 par value: 200,000,000 shares authorized; 55,135,788 and 57,564,493 shares outstanding, respectively
|
744
|
|
|
737
|
|
||
Additional paid-in capital
|
629,039
|
|
|
653,435
|
|
||
Retained earnings
|
150,244
|
|
|
98,728
|
|
||
Accumulated other comprehensive loss
|
(3,343
|
)
|
|
(2,385
|
)
|
||
Treasury stock, at cost: 19,372,735 and 16,207,740 common shares, respectively
|
(302,835
|
)
|
|
(244,452
|
)
|
||
Total stockholders' equity
|
473,849
|
|
|
506,063
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,304,393
|
|
|
$
|
1,351,513
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
2,267,278
|
|
|
$
|
1,767,161
|
|
|
$
|
1,845,444
|
|
Cost of sales
|
1,983,627
|
|
|
1,506,286
|
|
|
1,519,910
|
|
|||
Gross profit
|
283,651
|
|
|
260,875
|
|
|
325,534
|
|
|||
General and administrative expenses
|
95,114
|
|
|
77,825
|
|
|
74,129
|
|
|||
Selling expenses
|
33,046
|
|
|
25,588
|
|
|
27,270
|
|
|||
Amortization of intangible assets
|
19,468
|
|
|
17,041
|
|
|
19,940
|
|
|||
Acquisition expenses
|
68
|
|
|
9,605
|
|
|
—
|
|
|||
Impairment
|
24,968
|
|
|
—
|
|
|
1,663
|
|
|||
Income from operations
|
110,987
|
|
|
130,816
|
|
|
202,532
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(28,759
|
)
|
|
(16,400
|
)
|
|
(15,663
|
)
|
|||
Other, net
|
13,776
|
|
|
8,122
|
|
|
(1,452
|
)
|
|||
Other expense, net
|
(14,983
|
)
|
|
(8,278
|
)
|
|
(17,115
|
)
|
|||
Income before income tax
|
96,004
|
|
|
122,538
|
|
|
185,417
|
|
|||
Income tax expense
|
26,583
|
|
|
11,116
|
|
|
65,984
|
|
|||
Net income
|
$
|
69,421
|
|
|
$
|
111,422
|
|
|
$
|
119,433
|
|
|
|
|
|
|
|
||||||
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.22
|
|
|
$
|
1.88
|
|
|
$
|
1.87
|
|
Diluted
|
$
|
1.19
|
|
|
$
|
1.78
|
|
|
$
|
1.82
|
|
Weighted average common shares outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
56,996
|
|
|
59,358
|
|
|
63,729
|
|
|||
Diluted
|
58,430
|
|
|
62,599
|
|
|
65,762
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
0.305
|
|
|
$
|
0.255
|
|
|
$
|
0.060
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
69,421
|
|
|
$
|
111,422
|
|
|
$
|
119,433
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment and other
|
(193
|
)
|
|
462
|
|
|
(1,347
|
)
|
|||
Unrealized loss on derivative instruments
|
(765
|
)
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive (loss) income
|
(958
|
)
|
|
462
|
|
|
(1,347
|
)
|
|||
Comprehensive income
|
$
|
68,463
|
|
|
$
|
111,884
|
|
|
$
|
118,086
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Losses
|
|
Treasury
Stock
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balances at December 31, 2015
|
64,929,510
|
|
|
$
|
715
|
|
|
$
|
642,908
|
|
|
$
|
(111,909
|
)
|
|
$
|
(1,500
|
)
|
|
$
|
(90,405
|
)
|
|
$
|
439,809
|
|
Net income for the year
|
|
|
|
|
|
|
119,433
|
|
|
|
|
|
|
119,433
|
|
|||||||||||
Foreign currency translation and other
|
|
|
|
|
|
|
|
|
(1,347
|
)
|
|
|
|
(1,347
|
)
|
|||||||||||
Stock-based compensation
|
615,066
|
|
|
6
|
|
|
12,031
|
|
|
|
|
|
|
|
|
12,037
|
|
|||||||||
Stock repurchase
|
(5,832,387
|
)
|
|
|
|
|
|
|
|
|
|
(79,556
|
)
|
|
(79,556
|
)
|
||||||||||
Equity component of convertible senior notes repurchase
|
|
|
|
|
(18,883
|
)
|
|
|
|
|
|
|
|
(18,883
|
)
|
|||||||||||
Common stock dividends
|
|
|
|
|
|
|
(3,933
|
)
|
|
|
|
|
|
(3,933
|
)
|
|||||||||||
Common stock issued in connection with:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock option exercises
|
417,442
|
|
|
4
|
|
|
4,827
|
|
|
|
|
|
|
|
|
4,831
|
|
|||||||||
Balances at December 31, 2016
|
60,129,631
|
|
|
$
|
725
|
|
|
$
|
640,883
|
|
|
$
|
3,591
|
|
|
$
|
(2,847
|
)
|
|
$
|
(169,961
|
)
|
|
$
|
472,391
|
|
Net income for the year
|
|
|
|
|
|
|
111,422
|
|
|
|
|
|
|
111,422
|
|
|||||||||||
Foreign currency translation and other
|
|
|
|
|
|
|
|
|
462
|
|
|
|
|
462
|
|
|||||||||||
Stock-based compensation
|
650,218
|
|
|
7
|
|
|
10,422
|
|
|
|
|
|
|
|
|
10,429
|
|
|||||||||
Stock repurchase
|
(3,726,809
|
)
|
|
|
|
|
|
|
|
|
|
(74,491
|
)
|
|
(74,491
|
)
|
||||||||||
Equity component of convertible senior notes repurchase
|
|
|
|
|
(3,655
|
)
|
|
|
|
|
|
|
|
(3,655
|
)
|
|||||||||||
Common stock dividends
|
|
|
|
|
|
|
(16,285
|
)
|
|
|
|
|
|
(16,285
|
)
|
|||||||||||
Common stock issued in connection with:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock option exercises
|
511,453
|
|
|
5
|
|
|
5,785
|
|
|
|
|
|
|
|
|
5,790
|
|
|||||||||
Balances at December 31, 2017
|
57,564,493
|
|
|
$
|
737
|
|
|
$
|
653,435
|
|
|
$
|
98,728
|
|
|
$
|
(2,385
|
)
|
|
$
|
(244,452
|
)
|
|
$
|
506,063
|
|
Net income for the year
|
|
|
|
|
|
|
69,421
|
|
|
|
|
|
|
69,421
|
|
|||||||||||
Foreign currency translation and other
|
|
|
|
|
|
|
|
|
(193
|
)
|
|
|
|
(193
|
)
|
|||||||||||
Stock-based compensation
|
404,628
|
|
|
6
|
|
|
10,163
|
|
|
|
|
|
|
|
|
10,169
|
|
|||||||||
Stock repurchase
|
(2,935,978
|
)
|
|
|
|
|
|
|
|
|
|
(58,383
|
)
|
|
(58,383
|
)
|
||||||||||
Equity component of convertible senior notes repurchase
|
|
|
|
|
(35,519
|
)
|
|
|
|
|
|
|
|
(35,519
|
)
|
|||||||||||
Common stock dividends
|
|
|
|
|
|
|
(17,905
|
)
|
|
|
|
|
|
(17,905
|
)
|
|||||||||||
Unrealized loss on derivative instruments, net of tax
|
|
|
|
|
|
|
|
|
(765
|
)
|
|
|
|
(765
|
)
|
|||||||||||
Common stock issued in connection with:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock option exercises
|
102,645
|
|
|
1
|
|
|
960
|
|
|
|
|
|
|
|
|
961
|
|
|||||||||
Balances at December 31, 2018
|
55,135,788
|
|
|
$
|
744
|
|
|
$
|
629,039
|
|
|
$
|
150,244
|
|
|
$
|
(3,343
|
)
|
|
$
|
(302,835
|
)
|
|
$
|
473,849
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
69,421
|
|
|
$
|
111,422
|
|
|
$
|
119,433
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
21,215
|
|
|
18,012
|
|
|
16,830
|
|
|||
Amortization of intangibles
|
19,468
|
|
|
17,041
|
|
|
19,940
|
|
|||
Net (gain) loss on sale of property, plant and equipment
|
(10,148
|
)
|
|
(8,046
|
)
|
|
101
|
|
|||
Loss on debt extinguishment
|
280
|
|
|
799
|
|
|
1,895
|
|
|||
Deferred income taxes
|
(2,976
|
)
|
|
(14,682
|
)
|
|
4,044
|
|
|||
Stock-based compensation
|
10,169
|
|
|
10,429
|
|
|
12,038
|
|
|||
Non-cash interest expense
|
1,745
|
|
|
2,258
|
|
|
3,475
|
|
|||
Impairment of goodwill and other intangibles
|
24,968
|
|
|
—
|
|
|
1,663
|
|
|||
Accounts receivable
|
(39,539
|
)
|
|
31,943
|
|
|
(809
|
)
|
|||
Inventories
|
(18,713
|
)
|
|
(13,158
|
)
|
|
24,969
|
|
|||
Prepaid expenses and other
|
4,548
|
|
|
(2,014
|
)
|
|
(10,147
|
)
|
|||
Accounts payable and accrued liabilities
|
32,653
|
|
|
(963
|
)
|
|
(13,002
|
)
|
|||
Other, net
|
(620
|
)
|
|
(8,662
|
)
|
|
(1,680
|
)
|
|||
Net cash provided by operating activities
|
112,471
|
|
|
144,379
|
|
|
178,750
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(34,009
|
)
|
|
(26,056
|
)
|
|
(20,342
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
17,776
|
|
|
10,860
|
|
|
19
|
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(323,487
|
)
|
|
—
|
|
|||
Other, net
|
3,060
|
|
|
6,443
|
|
|
3,014
|
|
|||
Net cash used in investing activities
|
(13,173
|
)
|
|
(332,240
|
)
|
|
(17,309
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
961
|
|
|
5,790
|
|
|
4,831
|
|
|||
Borrowings under senior notes
|
—
|
|
|
325,000
|
|
|
—
|
|
|||
Dividends paid
|
(17,768
|
)
|
|
(15,315
|
)
|
|
—
|
|
|||
Borrowings under revolving credit facilities
|
937
|
|
|
713
|
|
|
618
|
|
|||
Payments under revolving credit facilities
|
(937
|
)
|
|
(713
|
)
|
|
(618
|
)
|
|||
Principal payments under capital lease obligations
|
(290
|
)
|
|
(600
|
)
|
|
(779
|
)
|
|||
Proceeds from issuance of term loan credit facility
|
—
|
|
|
377,519
|
|
|
—
|
|
|||
Principal payments under term loan credit facility
|
(1,880
|
)
|
|
(386,577
|
)
|
|
(1,928
|
)
|
|||
Principal payments under industrial revenue bond
|
(93
|
)
|
|
(583
|
)
|
|
(473
|
)
|
|||
Debt issuance costs paid
|
(476
|
)
|
|
(6,783
|
)
|
|
—
|
|
|||
Convertible senior notes repurchase
|
(80,200
|
)
|
|
(8,045
|
)
|
|
(98,922
|
)
|
|||
Stock repurchase
|
(58,383
|
)
|
|
(74,491
|
)
|
|
(79,556
|
)
|
|||
Net cash provided by (used in) financing activities
|
(158,129
|
)
|
|
215,915
|
|
|
(176,827
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(58,831
|
)
|
|
28,054
|
|
|
(15,386
|
)
|
|||
Cash and cash equivalents at beginning of year
|
191,521
|
|
|
163,467
|
|
|
178,853
|
|
|||
Cash and cash equivalents at end of year
|
$
|
132,690
|
|
|
$
|
191,521
|
|
|
$
|
163,467
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
27,386
|
|
|
$
|
9,479
|
|
|
$
|
12,656
|
|
Cash paid for income taxes
|
$
|
24,243
|
|
|
$
|
41,391
|
|
|
$
|
68,870
|
|
|
Years ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
$
|
869
|
|
|
$
|
951
|
|
|
$
|
956
|
|
Provision
|
63
|
|
|
119
|
|
|
117
|
|
|||
Write-offs, net of recoveries
|
(267
|
)
|
|
(201
|
)
|
|
(122
|
)
|
|||
Balance at end of year
|
$
|
665
|
|
|
$
|
869
|
|
|
$
|
951
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Chassis converter pool agreements
|
$
|
22,273
|
|
|
$
|
18,326
|
|
Income tax receivables
|
9,872
|
|
|
10,821
|
|
||
Insurance premiums & maintenance agreements
|
3,313
|
|
|
6,860
|
|
||
Assets held for sale
|
3,039
|
|
|
10,777
|
|
||
All other
|
12,764
|
|
|
10,515
|
|
||
|
$
|
51,261
|
|
|
$
|
57,299
|
|
|
2018
|
|
2017
|
||||
Balance as of January 1
|
$
|
20,132
|
|
|
$
|
20,520
|
|
Provision for warranties issued in current year
|
8,026
|
|
|
5,873
|
|
||
Liability adjustment due to divestiture of business
|
(420
|
)
|
|
—
|
|
||
Supreme acquisition
|
—
|
|
|
1,421
|
|
||
Provision for pre-existing warranties
|
—
|
|
|
(970
|
)
|
||
Payments
|
(5,491
|
)
|
|
(6,712
|
)
|
||
Balance as of December 31
|
$
|
22,247
|
|
|
$
|
20,132
|
|
|
2018
|
|
2017
|
||||
Balance as of January 1
|
$
|
9,996
|
|
|
$
|
8,387
|
|
Expense
|
66,493
|
|
|
38,817
|
|
||
Supreme Acquisition
|
—
|
|
|
2,555
|
|
||
Payments
|
(66,599
|
)
|
|
(39,763
|
)
|
||
Balance as of December 31
|
$
|
9,890
|
|
|
$
|
9,996
|
|
|
Acquisition
Date
|
||
Cash
|
$
|
36,878
|
|
Accounts receivable
|
25,196
|
|
|
Inventories
|
33,471
|
|
|
Prepaid expense and other
|
23,916
|
|
|
Property, plant, and equipment
|
59,891
|
|
|
Intangible assets
|
161,200
|
|
|
Goodwill
|
167,714
|
|
|
Other assets
|
127
|
|
|
Total assets acquired
|
508,393
|
|
|
Current portion of long-term debt
|
7,167
|
|
|
Accounts payable
|
10,546
|
|
|
Other accrued liabilities
|
55,518
|
|
|
Deferred income taxes
|
71,880
|
|
|
Long-term liabilities
|
2,918
|
|
|
Total liabilities assumed
|
148,029
|
|
|
Net assets acquired
|
$
|
360,364
|
|
|
|
||
Acquisition, net of cash acquired
|
$
|
323,486
|
|
|
Amount
|
|
Useful Life
|
||
Tradename
|
$
|
20,000
|
|
|
20 years
|
Customer relationships
|
139,000
|
|
|
15 years
|
|
Backlog
|
2,200
|
|
|
Less than 1 year
|
|
|
$
|
161,200
|
|
|
|
|
Commercial Trailer Products
|
|
Diversified Products
|
|
Final Mile Products
|
|
Total
|
||||||||
Balance at December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
4,288
|
|
|
$
|
145,742
|
|
|
$
|
—
|
|
|
$
|
150,030
|
|
Accumulated impairment losses
|
(1,663
|
)
|
|
—
|
|
|
—
|
|
|
(1,663
|
)
|
||||
Net balance at December 31, 2016
|
2,625
|
|
|
145,742
|
|
|
—
|
|
|
148,367
|
|
||||
Acquisition of Supreme
|
—
|
|
|
—
|
|
|
169,235
|
|
|
169,235
|
|
||||
Effects of foreign currency
|
—
|
|
|
(138
|
)
|
|
—
|
|
|
(138
|
)
|
||||
Goodwill impairments during 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
4,288
|
|
|
145,604
|
|
|
169,235
|
|
|
319,127
|
|
||||
Accumulated impairment losses
|
(1,663
|
)
|
|
—
|
|
|
—
|
|
|
(1,663
|
)
|
||||
Net balance as of December 31, 2017
|
2,625
|
|
|
145,604
|
|
|
169,235
|
|
|
317,464
|
|
||||
Acquisition of Supreme
|
—
|
|
|
—
|
|
|
(1,520
|
)
|
|
(1,520
|
)
|
||||
Effects of foreign currency
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
||||
Goodwill impairments during 2018
|
—
|
|
|
(4,944
|
)
|
|
—
|
|
|
(4,944
|
)
|
||||
Balance as of December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
4,288
|
|
|
145,688
|
|
|
167,715
|
|
|
317,691
|
|
||||
Accumulated impairment losses
|
(1,663
|
)
|
|
(4,944
|
)
|
|
—
|
|
|
(6,607
|
)
|
||||
Net balance as of December 31, 2018
|
$
|
2,625
|
|
|
$
|
140,744
|
|
|
$
|
167,715
|
|
|
$
|
311,084
|
|
|
Weighted Average
Amortization Period
|
|
Gross Intangible
Assets
|
|
Accumulated
Amortization
|
|
Net Intangible
Assets
|
||||||
Tradenames and trademarks
|
20 years
|
|
$
|
53,103
|
|
|
$
|
(15,307
|
)
|
|
$
|
37,796
|
|
Customer relationships
|
13 years
|
|
282,736
|
|
|
(116,222
|
)
|
|
166,514
|
|
|||
Technology
|
12 years
|
|
14,045
|
|
|
(8,027
|
)
|
|
6,018
|
|
|||
Total
|
|
|
$
|
349,884
|
|
|
$
|
(139,556
|
)
|
|
$
|
210,328
|
|
|
Weighted Average
Amortization Period
|
|
Gross Intangible
Assets
|
|
Accumulated
Amortization
|
|
Net Intangible
Assets
|
||||||
Tradenames and trademarks
|
20 years
|
|
$
|
57,894
|
|
|
$
|
(14,034
|
)
|
|
$
|
43,860
|
|
Customer relationships
|
10 years
|
|
290,415
|
|
|
(105,567
|
)
|
|
184,848
|
|
|||
Technology
|
12 years
|
|
16,517
|
|
|
(8,694
|
)
|
|
7,823
|
|
|||
Backlog
|
less than 1 year
|
|
2,200
|
|
|
(1,701
|
)
|
|
499
|
|
|||
Total
|
|
|
$
|
367,026
|
|
|
$
|
(129,996
|
)
|
|
$
|
237,030
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Raw materials and components
|
$
|
115,083
|
|
|
$
|
83,834
|
|
Finished goods
|
48,698
|
|
|
54,000
|
|
||
Work in progress
|
13,119
|
|
|
29,123
|
|
||
Used trailers
|
1,083
|
|
|
7,330
|
|
||
Aftermarket parts
|
6,421
|
|
|
6,448
|
|
||
|
$
|
184,404
|
|
|
$
|
180,735
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Land
|
$
|
35,485
|
|
|
$
|
34,493
|
|
Buildings and building improvements
|
141,098
|
|
|
139,636
|
|
||
Machinery and equipment
|
266,803
|
|
|
254,544
|
|
||
Construction in progress
|
31,772
|
|
|
17,672
|
|
||
|
475,158
|
|
|
446,345
|
|
||
Less: accumulated depreciation
|
(268,167
|
)
|
|
(250,982
|
)
|
||
|
$
|
206,991
|
|
|
$
|
195,363
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Customer deposits
|
$
|
23,483
|
|
|
$
|
26,059
|
|
Chassis converter pool agreements
|
22,273
|
|
|
18,326
|
|
||
Warranty
|
22,247
|
|
|
20,132
|
|
||
Payroll and related taxes
|
16,096
|
|
|
27,840
|
|
||
Self-insurance
|
9,890
|
|
|
9,996
|
|
||
Accrued taxes
|
7,653
|
|
|
9,224
|
|
||
All other
|
14,742
|
|
|
17,333
|
|
||
|
$
|
116,384
|
|
|
$
|
128,910
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Senior notes due 2025
|
$
|
325,000
|
|
|
$
|
325,000
|
|
Term loan credit agreement
|
185,699
|
|
|
187,579
|
|
||
Convertible senior notes due 2018
|
—
|
|
|
44,561
|
|
||
Other debt
|
—
|
|
|
93
|
|
||
|
510,699
|
|
|
557,233
|
|
||
Less: unamortized discount and fees
|
(5,801
|
)
|
|
(7,122
|
)
|
||
Less: current portion
|
(1,880
|
)
|
|
(46,020
|
)
|
||
|
$
|
503,018
|
|
|
$
|
504,091
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Contractual coupon interest expense
|
$
|
470
|
|
|
$
|
1,570
|
|
|
$
|
3,198
|
|
Accretion of discount and fees on the liability component
|
$
|
461
|
|
|
$
|
1,537
|
|
|
$
|
2,902
|
|
|
|
|
|
Asset / (Liability) Derivatives
|
||||||
|
|
Balance Sheet Caption
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
||||
Commodity swap contracts
|
|
Prepaid expenses and other
|
|
$
|
17
|
|
|
$
|
—
|
|
Commodity swap contracts
|
|
Other accrued liabilities
|
|
(1,146
|
)
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
$
|
(1,129
|
)
|
|
$
|
—
|
|
|
|
Amount of Gain (Loss) Recognized in
AOCI on Derivatives (Effective Portion, net of tax) |
|
Location of Gain (Loss) Reclassified from AOCI into Earnings
(Effective Portion) |
|
Amount of Gain (Loss) Reclassified from AOCI into Earnings
|
||||||||||||||||
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
December 31, 2018
|
|
December 31, 2017
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||
Derivatives instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity swap contracts
|
|
$
|
(765
|
)
|
|
$
|
—
|
|
|
Cost of sales
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2019
|
$
|
361
|
|
|
$
|
3,253
|
|
2020
|
361
|
|
|
2,612
|
|
||
2021
|
361
|
|
|
2,095
|
|
||
2022
|
30
|
|
|
862
|
|
||
2023
|
—
|
|
|
649
|
|
||
Thereafter
|
—
|
|
|
1,733
|
|
||
Total minimum lease payments
|
$
|
1,113
|
|
|
$
|
11,204
|
|
Interest
|
(100
|
)
|
|
|
|||
Present value of net minimum lease payments
|
$
|
1,013
|
|
|
|
▪
|
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.
|
|
|
Frequency
|
|
Asset / (Liability)
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity swap contracts
|
|
Recurring
|
|
$
|
(1,129
|
)
|
|
$
|
—
|
|
|
$
|
(1,129
|
)
|
|
$
|
—
|
|
Mutual funds
|
|
Recurring
|
|
$
|
4,140
|
|
|
$
|
4,140
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Life-insurance contracts
|
|
Recurring
|
|
$
|
15,333
|
|
|
$
|
—
|
|
|
$
|
15,333
|
|
|
$
|
—
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity swap contracts
|
|
Recurring
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
Recurring
|
|
$
|
4,284
|
|
|
$
|
4,284
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Life-insurance contracts
|
|
Recurring
|
|
$
|
13,806
|
|
|
$
|
—
|
|
|
$
|
13,806
|
|
|
$
|
—
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||||||||||||||
|
Carrying
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Carrying
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Instrument
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior notes due 2025
|
$
|
319,941
|
|
|
$
|
—
|
|
|
$
|
278,688
|
|
|
$
|
—
|
|
|
$
|
319,377
|
|
|
$
|
—
|
|
|
$
|
328,250
|
|
|
$
|
—
|
|
Term loan credit agreement
|
184,957
|
|
|
—
|
|
|
181,985
|
|
|
—
|
|
|
186,620
|
|
|
—
|
|
|
188,048
|
|
|
—
|
|
||||||||
Convertible senior notes due 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,046
|
|
|
—
|
|
|
83,605
|
|
|
—
|
|
||||||||
Other debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
||||||||
Capital lease obligations
|
1,013
|
|
|
—
|
|
|
—
|
|
|
1,013
|
|
|
1,302
|
|
|
—
|
|
|
—
|
|
|
1,302
|
|
||||||||
|
$
|
505,911
|
|
|
$
|
—
|
|
|
$
|
460,673
|
|
|
$
|
1,013
|
|
|
$
|
551,412
|
|
|
$
|
—
|
|
|
$
|
599,903
|
|
|
$
|
1,369
|
|
14.
|
COMMITMENTS AND CONTINGENCIES
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Basic net income per share:
|
|
|
|
|
|
||||||
Net income applicable to common stockholders
|
$
|
69,421
|
|
|
$
|
111,422
|
|
|
$
|
119,433
|
|
Weighted average common shares outstanding
|
56,996
|
|
|
59,358
|
|
|
63,729
|
|
|||
Basic net income per share
|
$
|
1.22
|
|
|
$
|
1.88
|
|
|
$
|
1.87
|
|
|
|
|
|
|
|
||||||
Diluted net income per share:
|
|
|
|
|
|
||||||
Net income applicable to common stockholders
|
$
|
69,421
|
|
|
$
|
111,422
|
|
|
$
|
119,433
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
56,996
|
|
|
59,358
|
|
|
63,729
|
|
|||
Dilutive shares from assumed conversion of convertible senior notes
|
455
|
|
|
1,726
|
|
|
794
|
|
|||
Dilutive stock options and restricted stock
|
979
|
|
|
1,515
|
|
|
1,239
|
|
|||
Diluted weighted average common shares outstanding
|
58,430
|
|
|
62,599
|
|
|
65,762
|
|
|||
Diluted net income per share
|
$
|
1.19
|
|
|
$
|
1.78
|
|
|
$
|
1.82
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value ($ in
millions)
|
|||||
Options Outstanding at December 31, 2017
|
753,038
|
|
|
$
|
10.96
|
|
|
4.4
|
|
$
|
8.1
|
|
Exercised
|
(102,645
|
)
|
|
$
|
9.37
|
|
|
|
|
$
|
1.5
|
|
Forfeited
|
(3,000
|
)
|
|
$
|
13.74
|
|
|
|
|
|
||
Expired
|
(13,800
|
)
|
|
$
|
8.57
|
|
|
|
|
|
||
Options Outstanding at December 31, 2018
|
633,593
|
|
|
$
|
11.26
|
|
|
3.8
|
|
$
|
1.3
|
|
|
|
|
|
|
|
|
|
|||||
Options Exercisable at December 31, 2018
|
633,593
|
|
|
$
|
11.26
|
|
|
3.8
|
|
$
|
1.3
|
|
|
|
Foreign Currency Translation
and Other
|
|
Derivative Instruments
|
|
Total
|
||||||
Balances at December 31, 2015
|
|
$
|
(1,500
|
)
|
|
$
|
—
|
|
|
$
|
(1,500
|
)
|
Net unrealized gains (losses) arising during the period
|
|
(1,347
|
)
|
|
—
|
|
|
(1,347
|
)
|
|||
Less: Net realized gains (losses) reclassified to net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net change during the period
|
|
(1,347
|
)
|
|
—
|
|
|
(1,347
|
)
|
|||
Balances at December 31, 2016
|
|
(2,847
|
)
|
|
—
|
|
|
(2,847
|
)
|
|||
Net unrealized gains (losses) arising during the period
|
|
462
|
|
|
—
|
|
|
462
|
|
|||
Less: Net realized gains (losses) reclassified to net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net change during the period
|
|
462
|
|
|
—
|
|
|
462
|
|
|||
Balances at December 31, 2017
|
|
(2,385
|
)
|
|
—
|
|
|
(2,385
|
)
|
|||
Net unrealized gains (losses) arising during the period
(a)
|
|
(193
|
)
|
|
(660
|
)
|
|
(853
|
)
|
|||
Less: Net realized gains (losses) reclassified to net income
(b)
|
|
—
|
|
|
105
|
|
|
105
|
|
|||
Net change during the period
|
|
(193
|
)
|
|
(765
|
)
|
|
(958
|
)
|
|||
Balances at December 31, 2018
|
|
$
|
(2,578
|
)
|
|
$
|
(765
|
)
|
|
$
|
(3,343
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
$
|
94,978
|
|
|
$
|
121,897
|
|
|
$
|
185,042
|
|
Foreign
|
1,026
|
|
|
641
|
|
|
375
|
|
|||
Total income before income taxes
|
$
|
96,004
|
|
|
$
|
122,538
|
|
|
$
|
185,417
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
22,120
|
|
|
$
|
21,316
|
|
|
$
|
51,489
|
|
State
|
7,271
|
|
|
4,327
|
|
|
10,307
|
|
|||
Foreign
|
168
|
|
|
155
|
|
|
144
|
|
|||
|
29,559
|
|
|
25,798
|
|
|
61,940
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(1,613
|
)
|
|
(16,065
|
)
|
|
3,448
|
|
|||
State
|
(1,312
|
)
|
|
1,459
|
|
|
686
|
|
|||
Foreign
|
(51
|
)
|
|
(76
|
)
|
|
(90
|
)
|
|||
|
(2,976
|
)
|
|
(14,682
|
)
|
|
4,044
|
|
|||
Total consolidated expense
|
$
|
26,583
|
|
|
$
|
11,116
|
|
|
$
|
65,984
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Pretax book income
|
$
|
96,004
|
|
|
$
|
122,538
|
|
|
$
|
185,417
|
|
|
|
|
|
|
|
||||||
Federal tax expense at applicable statutory rate
|
20,161
|
|
|
42,888
|
|
|
64,896
|
|
|||
State and local income taxes (net of federal benefit)
|
4,737
|
|
|
5,047
|
|
|
7,145
|
|
|||
Benefit of domestic production deduction
|
—
|
|
|
(3,450
|
)
|
|
(5,065
|
)
|
|||
Change in income tax reserves
|
—
|
|
|
(11,925
|
)
|
|
862
|
|
|||
Remeasurement of deferred taxes
|
(421
|
)
|
|
(19,796
|
)
|
|
—
|
|
|||
Nondeductible officer compensation
|
1,152
|
|
|
—
|
|
|
163
|
|
|||
Stock based compensation expense
|
(1,009
|
)
|
|
(1,943
|
)
|
|
(225
|
)
|
|||
Other
|
1,963
|
|
|
295
|
|
|
(1,792
|
)
|
|||
Total income tax expense
|
$
|
26,583
|
|
|
$
|
11,116
|
|
|
$
|
65,984
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets
|
|
|
|
|
|
||
Tax credits and loss carryforwards
|
$
|
657
|
|
|
$
|
1,710
|
|
Accrued liabilities
|
7,285
|
|
|
6,629
|
|
||
Incentive compensation
|
12,132
|
|
|
13,867
|
|
||
Other
|
6,747
|
|
|
2,852
|
|
||
|
26,821
|
|
|
25,058
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
(14,695
|
)
|
|
(12,813
|
)
|
||
Intangibles
|
(42,343
|
)
|
|
(45,960
|
)
|
||
Other
|
(3,841
|
)
|
|
(2,003
|
)
|
||
|
(60,879
|
)
|
|
(60,776
|
)
|
||
Net deferred tax asset before valuation allowances and reserves
|
(34,058
|
)
|
|
(35,718
|
)
|
||
Valuation allowances
|
(847
|
)
|
|
(1,237
|
)
|
||
Net deferred tax asset or liability
|
$
|
(34,905
|
)
|
|
$
|
(36,955
|
)
|
|
Unrecognized Tax Benefits
|
||
Balance at January 1, 2017
|
$
|
10,625
|
|
Decrease in prior year tax positions
|
(10,130
|
)
|
|
Balance at December 31, 2017
|
495
|
|
|
Increase in prior year tax positions
|
682
|
|
|
Balance at December 31, 2018
|
$
|
1,177
|
|
|
Commercial
Trailer Products
|
|
Diversified
Products
|
|
Final Mile
Products
|
|
Corporate and
Eliminations
|
|
Consolidated
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
1,536,687
|
|
|
$
|
372,342
|
|
|
$
|
358,249
|
|
|
$
|
—
|
|
|
$
|
2,267,278
|
|
Intersegment sales
|
252
|
|
|
21,629
|
|
|
—
|
|
|
(21,881
|
)
|
|
—
|
|
|||||
Total net sales
|
$
|
1,536,939
|
|
|
$
|
393,971
|
|
|
$
|
358,249
|
|
|
$
|
(21,881
|
)
|
|
$
|
2,267,278
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
9,631
|
|
|
$
|
21,177
|
|
|
$
|
8,314
|
|
|
$
|
1,560
|
|
|
$
|
40,682
|
|
Income (Loss) from operations
|
$
|
141,795
|
|
|
$
|
(3,033
|
)
|
|
$
|
7,907
|
|
|
$
|
(35,682
|
)
|
|
$
|
110,987
|
|
Assets
|
$
|
355,183
|
|
|
$
|
349,423
|
|
|
$
|
484,634
|
|
|
$
|
115,153
|
|
|
$
|
1,304,393
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
1,348,251
|
|
|
$
|
348,449
|
|
|
$
|
70,461
|
|
|
$
|
—
|
|
|
$
|
1,767,161
|
|
Intersegment sales
|
131
|
|
|
12,909
|
|
|
—
|
|
|
(13,040
|
)
|
|
—
|
|
|||||
Total net sales
|
$
|
1,348,382
|
|
|
$
|
361,358
|
|
|
$
|
70,461
|
|
|
$
|
(13,040
|
)
|
|
$
|
1,767,161
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
9,975
|
|
|
$
|
22,236
|
|
|
$
|
1,152
|
|
|
$
|
1,690
|
|
|
$
|
35,053
|
|
Income (Loss) from operations
|
$
|
151,999
|
|
|
$
|
20,376
|
|
|
$
|
(2,098
|
)
|
|
$
|
(39,461
|
)
|
|
$
|
130,816
|
|
Assets
|
$
|
311,705
|
|
|
$
|
340,651
|
|
|
$
|
404,246
|
|
|
$
|
294,911
|
|
|
$
|
1,351,513
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
||||||||||
External customers
|
$
|
1,506,070
|
|
|
$
|
339,374
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,845,444
|
|
Intersegment sales
|
40
|
|
|
13,030
|
|
|
—
|
|
|
(13,070
|
)
|
|
—
|
|
|||||
Total net sales
|
$
|
1,506,110
|
|
|
$
|
352,404
|
|
|
$
|
—
|
|
|
$
|
(13,070
|
)
|
|
$
|
1,845,444
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
12,345
|
|
|
$
|
22,970
|
|
|
$
|
—
|
|
|
$
|
1,454
|
|
|
$
|
36,769
|
|
Income (Loss) from operations
|
$
|
212,351
|
|
|
$
|
24,595
|
|
|
$
|
—
|
|
|
$
|
(34,414
|
)
|
|
$
|
202,532
|
|
Assets
|
$
|
312,848
|
|
|
$
|
370,338
|
|
|
$
|
—
|
|
|
$
|
215,547
|
|
|
$
|
898,733
|
|
Year ended December 31, 2018
|
|
Commercial Trailer Products
|
|
Diversified Products
|
|
Final Mile Products
|
|
Eliminations
|
|
Consolidated
|
|||||||||||||
New trailers
|
|
$
|
1,473,583
|
|
|
$
|
164,790
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,638,373
|
|
|
72.2
|
%
|
Used trailers
|
|
9,618
|
|
|
3,514
|
|
|
—
|
|
|
—
|
|
|
13,132
|
|
|
0.6
|
%
|
|||||
Components, parts and service
|
|
34,994
|
|
|
122,099
|
|
|
9,968
|
|
|
(21,811
|
)
|
|
145,250
|
|
|
6.4
|
%
|
|||||
Equipment and other
|
|
18,744
|
|
|
103,568
|
|
|
348,281
|
|
|
(70
|
)
|
|
470,523
|
|
|
20.8
|
%
|
|||||
Total net external sales
|
|
$
|
1,536,939
|
|
|
$
|
393,971
|
|
|
$
|
358,249
|
|
|
$
|
(21,881
|
)
|
|
$
|
2,267,278
|
|
|
100.0
|
%
|
Year ended December 31, 2017
|
|
Commercial Trailer Products
|
|
Diversified Products
|
|
Final Mile Products
|
|
Eliminations
|
|
Consolidated
|
|||||||||||||
New trailers
|
|
$
|
1,273,584
|
|
|
$
|
140,105
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,413,689
|
|
|
80.0
|
%
|
Used trailers
|
|
10,720
|
|
|
3,278
|
|
|
—
|
|
|
—
|
|
|
13,998
|
|
|
0.8
|
%
|
|||||
Components, parts and service
|
|
48,008
|
|
|
117,681
|
|
|
1,877
|
|
|
(13,040
|
)
|
|
154,526
|
|
|
8.7
|
%
|
|||||
Equipment and other
|
|
16,070
|
|
|
100,294
|
|
|
68,584
|
|
|
|
|
|
184,948
|
|
|
10.5
|
%
|
|||||
Total net external sales
|
|
$
|
1,348,382
|
|
|
$
|
361,358
|
|
|
$
|
70,461
|
|
|
$
|
(13,040
|
)
|
|
$
|
1,767,161
|
|
|
100.0
|
%
|
Year ended December 31, 2016
|
|
Commercial Trailer Products
|
|
Diversified Products
|
|
Final Mile Products
|
|
Eliminations
|
|
Consolidated
|
|||||||||||||
New trailers
|
|
$
|
1,421,586
|
|
|
$
|
129,639
|
|
|
$
|
—
|
|
|
$
|
(89
|
)
|
|
$
|
1,551,136
|
|
|
84.1
|
%
|
Used trailers
|
|
11,998
|
|
|
3,176
|
|
|
—
|
|
|
—
|
|
|
15,174
|
|
|
0.8
|
%
|
|||||
Components, parts and service
|
|
56,191
|
|
|
111,519
|
|
|
—
|
|
|
(12,955
|
)
|
|
154,755
|
|
|
8.4
|
%
|
|||||
Equipment and other
|
|
16,335
|
|
|
108,070
|
|
|
—
|
|
|
(26
|
)
|
|
124,379
|
|
|
6.7
|
%
|
|||||
Total net external sales
|
|
$
|
1,506,110
|
|
|
$
|
352,404
|
|
|
$
|
—
|
|
|
$
|
(13,070
|
)
|
|
$
|
1,845,444
|
|
|
100.0
|
%
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
491,319
|
|
|
$
|
612,690
|
|
|
$
|
553,073
|
|
|
$
|
610,196
|
|
Gross profit
|
|
$
|
64,119
|
|
|
$
|
85,315
|
|
|
$
|
65,162
|
|
|
$
|
69,056
|
|
Net income
|
|
$
|
21,272
|
|
|
$
|
31,902
|
|
|
$
|
4,664
|
|
|
$
|
11,584
|
|
Basic net income per share
(1)
|
|
$
|
0.37
|
|
|
$
|
0.55
|
|
|
$
|
0.08
|
|
|
$
|
0.21
|
|
Diluted net income per share
(1)
|
|
$
|
0.35
|
|
|
$
|
0.54
|
|
|
$
|
0.08
|
|
|
$
|
0.21
|
|
2017
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
362,716
|
|
|
$
|
435,903
|
|
|
$
|
425,098
|
|
|
$
|
543,444
|
|
Gross profit
|
|
$
|
59,357
|
|
|
$
|
67,679
|
|
|
$
|
60,963
|
|
|
$
|
72,876
|
|
Net income
|
|
$
|
20,173
|
|
|
$
|
22,945
|
|
|
$
|
18,947
|
|
|
$
|
49,357
|
|
Basic net income per share
(1)
|
|
$
|
0.34
|
|
|
$
|
0.38
|
|
|
$
|
0.32
|
|
|
$
|
0.84
|
|
Diluted net income per share
(1)
|
|
$
|
0.32
|
|
|
$
|
0.36
|
|
|
$
|
0.30
|
|
|
$
|
0.80
|
|
2016
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
447,676
|
|
|
$
|
471,439
|
|
|
$
|
464,272
|
|
|
$
|
462,057
|
|
Gross profit
|
|
$
|
79,526
|
|
|
$
|
91,064
|
|
|
$
|
83,459
|
|
|
$
|
71,485
|
|
Net income
|
|
$
|
27,523
|
|
|
$
|
35,532
|
|
|
$
|
33,378
|
|
|
$
|
23,000
|
|
Basic net income per share
(1)
|
|
$
|
0.42
|
|
|
$
|
0.55
|
|
|
$
|
0.52
|
|
|
$
|
0.37
|
|
Diluted net income per share
(1)
|
|
$
|
0.42
|
|
|
$
|
0.53
|
|
|
$
|
0.51
|
|
|
$
|
0.36
|
|
(1)
|
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.
|
Brent L. Yeagy
|
|
President and Chief Executive Officer
|
Jeffery L. Taylor
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
February 28, 2019
|
|
|
/s/ ERNST & YOUNG LLP
|
|
|
|
Indianapolis, Indiana
|
|
February 28, 2019
|
|
(a)
|
Financial Statements:
The Company has included all required financial statements in Item 8 of this Annual Report. 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:
Reference is made to the Exhibit Index of this Annual Report for a list of exhibits filed with this Annual Report or incorporated herein by reference to the document.
|
No.
|
|
Description
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
101
|
|
Interactive Data File Pursuant to Rule 405 of Regulation S-T (28)
|
|
|
|
|
|
#
|
|
|
Management contract or compensatory plan
|
(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 September 30, 2018 (File No. 001-10883)
|
(3
|
)
|
|
Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended March 31, 2005 (File No. 001-10883)
|
(4
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on December 16, 2015 (File No. 001-10883)
|
(5
|
)
|
|
Reserved
|
(6
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on May 24, 2007 (File No. 001-10883)
|
(7
|
)
|
|
Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2007 (File No. 001-10883)
|
(8
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on June 10, 2015 (File No. 001-10883)
|
(9
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on August 4, 2009 (File No. 001-10883)
|
(10
|
)
|
|
Incorporated by reference to the Registrant’s Form 10-Q for the quarter ended September 30, 2011 (File No. 001-10883)
|
(11
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on May 25, 2011 (File No. 001-10883)
|
(12
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on September 14, 2011 (File No. 001-10883)
|
(13
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on December 27, 2018 (File No.001-10883)
|
(14
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on April 23, 2012 (File No.001-10883)
|
(15
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on May 14, 2012 (File No 001-10883)
|
(16
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on April 29, 2013 (File No 001-10883)
|
(17
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on March 23, 2015 (File No 001-10883)
|
(18
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on February 27, 2017 (File No 001-10883)
|
(19
|
)
|
|
Reserved
|
(20
|
)
|
|
Incorporated by reference to the Registrant’s Form S-8 filed on May 18, 2017 (File No. 333-218085)
|
(21
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on August 9, 2017 (File No. 001-10883)
|
(22
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on August 22, 2017 (File No. 001-10883)
|
(23
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on September 15, 2017 (File No. 001-10883)
|
(24
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on September 26, 2017 (File No. 001-10883)
|
(25
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on November 22, 2017 (File No. 001-10883)
|
(26
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on December 15, 2017 (File No. 001-10883)
|
(27
|
)
|
|
Incorporated by reference to the Registrant’s Form 8-K filed on December 15, 2017 (File No. 001-10883)
|
(28
|
)
|
|
Filed herewith
|
February 28, 2019
|
By:
|
/s/ Jeffery L. Taylor
|
|
|
Jeffery L. Taylor
|
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
Date
|
|
Signature and Title
|
|
|
|
|
|
February 28, 2019
|
|
By:
|
/s/ Brent L. Yeagy
|
|
|
|
Brent L. Yeagy
|
|
|
|
President and Chief Executive Officer, Director
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
February 28, 2019
|
|
By:
|
/s/ Jeffery L. Taylor
|
|
|
|
Jeffery L. Taylor
|
|
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
February 28, 2019
|
|
By:
|
/s/ Martin C. Jischke
|
|
|
|
Dr. Martin C. Jischke
|
|
|
|
Chairman of the Board of Directors
|
|
|
|
|
February 28, 2019
|
|
By:
|
/s/ John G. Boss
|
|
|
|
John G. Boss
|
|
|
|
Director
|
|
|
|
|
February 28, 2019
|
|
By:
|
/s/ Richard J. Giromini
|
|
|
|
Richard J. Giromini
|
|
|
|
Director
|
|
|
|
|
February 28, 2019
|
|
By:
|
/s/ John E. Kunz
|
|
|
|
John E. Kunz
|
|
|
|
Director
|
|
|
|
|
February 28, 2019
|
|
By:
|
/s/ Larry J. Magee
|
|
|
|
Larry J. Magee
|
|
|
|
Director
|
|
|
|
|
February 28, 2019
|
|
By:
|
/s/ Ann D. Murtlow
|
|
|
|
Ann D. Murtlow
|
|
|
|
Director
|
|
|
|
|
February 28, 2019
|
|
By:
|
/s/ Scott K. Sorensen
|
|
|
|
Scott K. Sorensen
|
|
|
|
Director
|
1 Year Wabash National Chart |
1 Month Wabash National Chart |
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