Form 8-K WABASH NATIONAL CORP For: Oct 28

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

�

FORM 8-K

CURRENT REPORT
Pursuant to Section�13 or 15(d) of the
Securities Exchange Act of 1934

�

Date of Report (Date of earliest event reported):

October 28, 2014

�

Wabash National Corporation

(Exact name of registrant as specified in its charter)

�

Delaware	�	1-10883	�	52-1375208
(State or other jurisdiction of incorporation)	�	(Commission File No.)	�	(IRS Employer Identification No.)

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1000 Sagamore Parkway South, Lafayette, Indiana����47905

(Address of principal executive offices)���������������(Zip Code)

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Registrant’s telephone number, including area code:
(765)�771-5300

�__________________

�

Not applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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�

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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INFORMATION TO BE INCLUDED IN THE REPORT

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Section 2 – Financial Information

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Item�2.02 Results of Operations and Financial Condition.

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On October 28, 2014, Wabash National Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2014. A copy of the Registrant’s press release is attached as Exhibit 99.1 and is incorporated herein by reference.

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Section 9 – Financial Statements and Exhibits

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Item�9.01 Financial Statements and Exhibits.

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(d)

Exhibits:

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99.1

Wabash National Corporation press release dated October 28, 2014.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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�	�	WABASH NATIONAL CORPORATION		�
�	�	�		�
�	�	�	�	�
Date:��October 28, 2014	�	By:	/s/ Jeffery L. Taylor	�
�	�	�	Jeffery L. Taylor Senior Vice President and Chief Financial Officer	�

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�

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EXHIBIT INDEX

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Exhibit No.	�	Description
�	�	�	�	�
99.1	�	Wabash National Corporation Press Release dated October 28, 2014

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�

Exhibit 99.1

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�

�

Media Contact: Dana Stelsel Corporate Communications Manager (765) 771-5766 [email protected] � Investor Relations: Jeff Taylor Senior Vice President and Chief Financial Officer (765) 771-5438 [email protected]

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FOR IMMEDIATE RELEASE

�

Wabash National Announces Third Quarter 2014 Results;

Reports Second Consecutive Record Quarterly Revenue and Operating Income

�

�

Quarterly net sales increased 12 percent compared to the prior year period to a record $492 million on strong demand in Commercial Trailer Products

�

Record quarterly operating income of $34.9 million, an increase of 3 percent compared to the prior year period

�

Earnings per diluted share improved to $0.25 per diluted share, an increase of $0.02 per diluted share compared to the prior year period

�

Full-year trailer shipment guidance increased to a range of 54,500 to 56,000 trailers, reflecting continued strong demand and outlook in the Company’s core dry van trailer market

�

LAFAYETTE, Ind. – October 28, 2014 – Wabash National Corporation (NYSE: WNC), a diversified industrial manufacturer and North America’s leading producer of semi-trailers and liquid transportation systems, today reported results for the third quarter ended September 30, 2014.

�

Net income for the third quarter of 2014 was $18.3 million, or $0.25 per diluted share, compared to the third quarter of 2013 net income of $16.2 million, or $0.23 per diluted share. Third quarter 2014 non-GAAP adjusted earnings were $18.6 million, or $0.26 per diluted share, after excluding $0.5 million of charges related to the early extinguishment of debt incurred with the Company’s term loan prepayment of $20 million in September 2014. The Company’s prior year period results included the impact of non-recurring acquisition expenses and early extinguishment of debt charges related to a $20 million term loan prepayment made in September 2013. Excluding the impact of these items, non-GAAP adjusted earnings for the quarter ended September 30, 2013 were $16.6 million, or $0.24 per diluted share.

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For the third quarter of 2014, the Company’s net sales increased 12 percent to $492 million and operating income increased $1.1 million, or 3 percent, to $34.9 million compared to the prior year period. Operating EBITDA, a non-GAAP measure that excludes the effects of certain recurring and non-recurring items, was $46.6 million for the third quarter of 2014, an increase of $1.7 million compared to the prior year period. On a trailing twelve-month basis, the Company has generated net sales of $1.8 billion and operating EBITDA of $158.5 million, or 8.8 percent of net sales. Continued improvement in operating performance is attributable to the successful execution of the Company’s growth and diversification strategy, as well as a disciplined approach to improving profitability.

�

�

The following is a summary of select operating and financial results for the past five quarters:

�

�

�

Three Months Ended

�

(Dollars in thousands, except per share amounts)

�

September 30, 2013

�

�

December 31, 2013

�

�

March 31, 2014

�

�

June 30, 2014

�

�

September 30, 2014

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net Sales

�

$

439,977

�

�

$

458,354

�

�

$

358,120

�

�

$

486,021

�

�

$

491,697

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Gross Profit Margin

�

�

14.0

%

�

�

11.5

%

�

�

13.0

%

�

�

12.7

%

�

�

12.5

%

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Income from Operations

�

$

33,830

�

�

$

24,053

�

�

$

19,465

�

�

$

33,855

�

�

$

34,929

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net Income

�

$

16,236

�

�

$

10,423

�

�

$

7,296

�

�

$

16,239

�

�

$

18,307

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Diluted EPS

�

$

0.23

�

�

$

0.15

�

�

$

0.10

�

�

$

0.23

�

�

$

0.25

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Non-GAAP Measures(1):

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Operating EBITDA

�

$

44,873

�

�

$

35,637

�

�

$

30,618

�

�

$

45,664

�

�

$

46,619

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Operating EBITDA Margin

�

�

10.2

%

�

�

7.8

%

�

�

8.5

%

�

�

9.4

%

�

�

9.5

%

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Adjusted Earnings

�

$

16,616

�

�

$

10,770

�

�

$

8,337

�

�

$

16,924

�

�

$

18,630

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Adjusted Diluted EPS

�

$

0.24

�

�

$

0.15

�

�

$

0.12

�

�

$

0.24

�

�

$

0.26

�

��

Notes:

(1)

See “Non-GAAP Measures” below for explanation of the non-GAAP results included above.

�

Dick Giromini, president and chief executive officer, stated, “We are pleased with the overall results for the third quarter and the record performance levels in both revenue and operating income for the Company. We are especially pleased with the strong performance from our Commercial Trailer Products segment, which continues to demonstrate positive momentum toward achieving its objectives of profitable growth through selective order intake, disciplined pricing, manufacturing productivity optimization and supply chain cost reductions. Conversely, performance from our Diversified Products Group was below expectations due to productivity and yield issues within our Wood Products business, unfavorable product mix and competitive market pressures within certain parts of our composite and tank products businesses.”

�

Mr. Giromini continued, “New trailer shipments for the third quarter were 15,600, consistent with our previous guidance of 15,000 to 16,000 trailers. We anticipate continued strength in customer demand for our products as total new trailer shipments for the full year are now expected to be in the range of 54,500 to 56,000 units, representing an increase of 16 percent to 20 percent from the prior year. As expected, our backlog decreased sequentially but remains at a seasonally healthy level of $794 million as of September 30, 2014, an increase of $231 million, or 41 percent, compared to the prior year period. Longer term, we believe the demand environment for trailers will remain strong as customer profitability, fleet age and regulatory compliance requirements all support continued demand for new trailers. Additionally, current industry forecasts support strong demand levels with projections well above replacement demand and exceeding previous year levels.”

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Third Quarter Business Segment Highlights

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The table below is a summary of select segment operating and financial results prior to the elimination of intersegment sales for the third quarter of 2014 and 2013, respectively. A complete disclosure of the results by individual segment is included in the tables following this release.

�

(dollars in thousands)

�

Commercial

�

�

Diversified

�

�

�

�

�

�

Trailer Products

�

�

Products

�

�

Retail

�

Three months ended September 30, 2014

�

�

�

�

�

�

�

�

�

�

�

�

New trailers shipped

�

�

14,700

�

�

�

850

�

�

�

800

�

Net sales

�

$

351,644

�

�

$

132,179

�

�

$

45,166

�

Gross profit

�

$

32,030

�

�

$

23,874

�

�

$

4,896

�

Gross profit margin

�

�

9.1

%

�

�

18.1

%

�

�

10.8

%

Income from operations

�

$

26,429

�

�

$

12,027

�

�

$

859

�

Income from operations margin

�

�

7.5

%

�

�

9.1

%

�

�

1.9

%

�

�

�

�

�

�

�

�

�

�

�

�

�

2013

�

�

�

�

�

�

�

�

�

�

�

�

New trailers shipped

�

�

11,700

�

�

�

850

�

�

�

800

�

Net sales

�

$

293,510

�

�

$

132,131

�

�

$

45,996

�

Gross profit

�

$

23,619

�

�

$

31,314

�

�

$

5,225

�

Gross profit margin

�

�

8.0

%

�

�

23.7

%

�

�

11.4

%

Income from operations

�

$

17,323

�

�

$

18,538

�

�

$

743

�

Income from operations margin

�

�

5.9

%

�

�

14.0

%

�

�

1.6

%

�

Commercial Trailer Products’ net sales, prior to the elimination of intersegment sales, increased $58 million, or 19.8 percent, on shipments of 14,700 trailers, representing 3,000 more trailers than the prior year period. This increase in revenue was primarily driven by a 25.6 percent increase in trailer shipments during the quarter, offset by customer and product mix, which lowered average selling prices by 2.4 percent compared to the prior year period. As a result of higher volumes and improved pricing, gross profit and gross profit margin increased $8.4 million and 110 basis points, respectively, compared to the same period last year. Operating income increased by $9.1 million, or 52.6 percent, to $26.4 million compared to the third quarter last year, due to increased volume, improved pricing and continued operational improvements.

�

Diversified Products’ net sales, prior to the elimination of intersegment sales, totaled $132 million for the third quarter of 2014, consistent with the prior year period, as the increase in non-trailer truck mounted equipment and other engineered products was offset by reduced sales of composite products. Gross profit and gross profit margin declined $7.4 million and 560 basis points, respectively, compared to the prior year period, primarily due to higher raw material and operating costs related to wood flooring operations, unfavorable product mix and competitive market pressures within certain product lines. Operating income for the third quarter of 2014 was $12.0 million, or 9.1 percent of net sales, a decrease of $6.5 million compared to the same period last year.

�

Retail’s net sales, prior to the elimination of intersegment sales, totaled $45 million for the third quarter of 2014. Results for the current quarter, which were consistent with the prior year period, reflect continued strong demand for parts and services despite fewer locations as a result of the transition of three West Coast branches to independent dealers in May 2014. Gross profit margin declined 60 basis points compared to the prior year period to 10.8 percent, primarily the result of product mix. Operating income for the third quarter of 2014 was $0.9 million, an improvement of $0.1 million compared to the same period last year.

�

�

Non-GAAP Measures

�

In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the financial information included in this release contains non-GAAP financial measures, including operating EBITDA, operating EBITDA margin, adjusted earnings and adjusted earnings per diluted share.

�

These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net income, and reconciliations to GAAP financial statements should be carefully evaluated.

�

Operating EBITDA is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, and other non-operating income and expense, as well as certain charges in connection with the Company’s recent acquisitions of Walker Group Holdings, LLC (“Walker”) in May 2012 and certain assets of Beall Corporation (“Beall”) in February 2013. Management believes operating EBITDA provides useful information to investors regarding our results of operations. The Company provides this measure because we believe it is useful for investors to understand our performance period to period with the exclusion of the recurring and non-recurring items identified above. Management believes the presentation of operating EBITDA, when combined with the primary GAAP presentation of operating income, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of operating EBITDA to net income is included in the tables following this release.

�

Adjusted earnings and adjusted earnings per diluted share reflect adjustments for non-recurring charges related to the Company’s acquisitions of Walker and certain assets of Beall, losses incurred in connection with the Company’s extinguishment of debt, revaluation of deferred income tax assets due to changes in statutory tax rates and net losses recognized upon transitioning certain retail assets to independent dealer facilities. Management believes providing this measure and excluding these items facilitate comparisons to the Company’s prior year periods and, when combined with the primary GAAP presentation of net income and diluted net income per share, is beneficial to an investor’s understanding of the Company’s performance. A reconciliation of adjusted earnings and adjusted earnings per diluted share to net income and diluted net income per share is included in the tables following this release.

�

�

�

Third Quarter 2014 Conference Call

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Wabash National will conduct a conference call to review and discuss its third quarter results on October 29, 2014, at 10:00 a.m. EDT.� Access to the live webcast will be available on the Company’s website at www.wabashnational.com. For those unable to participate in the live webcast, the call will be archived at www.wabashnational.com within three hours of the conclusion of the live call and will remain available through January 21, 2015. Meeting access also will be available via conference call at 888-771-4371, participant code 38296215.

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About Wabash National Corporation

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Headquartered in Lafayette, Indiana, Wabash National Corporation (NYSE: WNC) is a diversified industrial manufacturer and North America’s leading producer of semi trailers and liquid transportation systems. Established in 1985, the Company specializes in the design and production of dry freight vans, refrigerated vans, platform trailers, liquid tank trailers, intermodal equipment, engineered products, and composite products. Its innovative products are sold under the following brand names: Wabash National^�, Transcraft^�, Benson^�, DuraPlate^�, ArcticLite^�, Walker Transport, Walker Defense Group, Walker Barrier Systems, Walker Engineered Products, Brenner^� Tank, Beall^�, Garsite, Progress Tank, TST^�, Bulk Tank International and Extract Technology^�. To learn more, visit www.wabashnational.com.

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Safe Harbor Statement

�

This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company’s current expectations or forecasts of future events. All statements contained in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements include, among other things, statements regarding our outlook for trailer shipments, backlog, and the expectations regarding our growth and diversification strategies as well as expectations regarding trailer demand levels. These and the Company’s other forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Without limitation, these risks and uncertainties include the uncertain economic conditions including the possibility that demand expectations may not result in order increases for us, increased competition, reliance on certain customers and corporate partnerships, risks of customer pick-up delays, shortages and costs of raw materials, risks in implementing and sustaining improvements in our manufacturing capacity and cost containment, dependence on industry trends and timing, costs of indebtedness incurred in connection with the acquisition of Walker and the failure to achieve the benefit of the Walker acquisition and Beall asset purchase. Readers should review and consider the various disclosures made by the Company in this press release and in the Company’s reports to its stockholders and periodic reports on Forms 10-K and 10-Q.

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# # #

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�

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

(Unaudited)

�

�

�

�

Three Months Ended September 30,

�

�

Nine Months Ended September 30,

�

�

�

2014

�

�

2013

�

�

2014

�

�

2013

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net sales

�

$

491,697

�

�

$

439,977

�

�

$

1,335,838

�

�

$

1,177,332

�

Cost of sales

�

�

430,069

�

�

�

378,480

�

�

�

1,165,925

�

�

�

1,014,796

�

Gross profit

�

�

61,628

�

�

�

61,497

�

�

�

169,913

�

�

�

162,536

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

General and administrative expenses

�

�

14,957

�

�

�

14,559

�

�

�

44,890

�

�

�

43,208

�

Selling expenses

�

�

6,271

�

�

�

7,628

�

�

�

20,361

�

�

�

23,029

�

Amortization of intangibles

�

�

5,471

�

�

�

5,454

�

�

�

16,413

�

�

�

16,278

�

Acquisition expenses

�

�

-

�

�

�

26

�

�

�

-

�

�

�

883

�

Income from operations

�

�

34,929

�

�

�

33,830

�

�

�

88,249

�

�

�

79,138

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Other income (expense):

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Interest expense

�

�

(5,454

)

�

�

(6,252

)

�

�

(16,904

)

�

�

(20,364

)

Other, net

�

�

(610

)

�

�

(605

)

�

�

(1,626

)

�

�

1,300

�

Income before income taxes

�

�

28,865

�

�

�

26,973

�

�

�

69,719

�

�

�

60,074

�

Income tax expense

�

�

10,558

�

�

�

10,737

�

�

�

27,877

�

�

�

23,968

�

Net income

�

$

18,307

�

�

$

16,236

�

�

$

41,842

�

�

$

36,106

�

Basic net income per share

�

$

0.26

�

�

$

0.24

�

�

$

0.60

�

�

$

0.52

�

Diluted net income per share

�

$

0.25

�

�

$

0.23

�

�

$

0.58

�

�

$

0.52

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Comprehensive income

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net income

�

$

18,307

�

�

$

16,236

�

�

$

41,842

�

�

$

36,106

�

Foreign currency translation adjustment

�

�

(295

)

�

�

191

�

�

�

(45

)

�

�

(152

)

Net comprehensive income

�

$

18,012

�

�

$

16,427

�

�

$

41,797

�

�

$

35,954

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Basic net income per share:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net income applicable to common stockholders

�

$

18,307

�

�

$

16,236

�

�

$

41,842

�

�

$

36,106

�

Undistributed earnings allocated to participating securities

�

�

(103

)

�

�

(117

)

�

�

(340

)

�

�

(293

)

Net income applicable to common stockholders excluding amounts applicable to participating securities

�

$

18,204

�

�

$

16,119

�

�

$

41,502

�

�

$

35,813

�

Weighted average common shares outstanding

�

�

68,976

�

�

�

68,487

�

�

�

68,862

�

�

�

68,442

�

Basic net income per share

�

$

0.26

�

�

$

0.24

�

�

$

0.60

�

�

$

0.52

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Diluted net income per share:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net income applicable to common stockholders

�

$

18,307

�

�

$

16,236

�

�

$

41,842

�

�

$

36,106

�

Undistributed earnings allocated to participating securities

�

�

(103

)

�

�

(117

)

�

�

(340

)

�

�

(293

)

Net income applicable to common stockholders excluding amounts applicable to participating securities

�

$

18,204

�

�

$

16,119

�

�

$

41,502

�

�

$

35,813

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Weighted average common shares outstanding

�

�

68,976

�

�

�

68,487

�

�

�

68,862

�

�

�

68,442

�

Dilutive shares from assumed conversion of convertible senior notes

�

�

1,949

�

�

�

-

�

�

�

1,806

�

�

�

-

�

Dilutive stock options and restricted stock

�

�

994

�

�

�

524

�

�

�

855

�

�

�

458

�

Diluted weighted average common shares outstanding

�

�

71,919

�

�

�

69,011

�

�

�

71,523

�

�

�

68,900

�

Diluted net income per share

�

$

0.25

�

�

$

0.23

�

�

$

0.58

�

�

$

0.52

�

�

�

�

�

WABASH NATIONAL CORPORATION

SEGMENTS AND RELATED INFORMATION

(Dollars in thousands)

(Unaudited)

�

�

�

Commercial

�

�

�

�

�

�

�

�

�

�

�

Three Months Ended September 30, 2014

�

Trailer Products

�

�

Diversified Products

�

�

Retail

�

�

Corporate and Eliminations

�

�

Consolidated

�

New trailers shipped

�

�

14,700

�

�

�

850

�

�

�

800

�

�

�

(750

)

�

�

15,600

�

Used trailers shipped

�

�

200

�

�

�

50

�

�

�

350

�

�

�

-

�

�

�

600

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

New Trailers

�

$

344,416

�

�

$

53,689

�

�

$

20,701

�

�

$

(17,737

)

�

$

401,069

�

Used Trailers

�

�

1,956

�

�

�

908

�

�

�

4,164

�

�

�

-

�

�

�

7,028

�

Components, parts and service

�

�

954

�

�

�

24,220

�

�

�

19,430

�

�

�

(3,623

)

�

�

40,981

�

Equipment and other

�

�

4,318

�

�

�

53,362

�

�

�

871

�

�

�

(15,932

)

�

�

42,619

�

Total net external sales

�

$

351,644

�

�

$

132,179

�

�

$

45,166

�

�

$

(37,292

)

�

$

491,697

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Gross profit

�

$

32,030

�

�

$

23,874

�

�

$

4,896

�

�

$

828

�

�

$

61,628

�

Income (Loss) from operations

�

$

26,429

�

�

$

12,027

�

�

$

859

�

�

$

(4,386

)

�

$

34,929

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

2013

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

New trailers shipped

�

�

11,700

�

�

�

850

�

�

�

800

�

�

�

(750

)

�

�

12,600

�

Used trailers shipped

�

�

1,000

�

�

�

50

�

�

�

350

�

�

�

-

�

�

�

1,400

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

New Trailers

�

$

280,006

�

�

$

55,997

�

�

$

20,899

�

�

$

(16,988

)

�

$

339,914

�

Used Trailers

�

�

9,092

�

�

�

792

�

�

�

3,442

�

�

�

-

�

�

�

13,326

�

Components, parts and service

�

�

1,186

�

�

�

30,212

�

�

�

20,674

�

�

�

(4,148

)

�

�

47,924

�

Equipment and other

�

�

3,226

�

�

�

45,130

�

�

�

981

�

�

�

(10,524

)

�

�

38,813

�

Total net external sales

�

$

293,510

�

�

$

132,131

�

�

$

45,996

�

�

$

(31,660

)

�

$

439,977

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Gross profit

�

$

23,619

�

�

$

31,314

�

�

$

5,225

�

�

$

1,339

�

�

$

61,497

�

Income (Loss) from operations

�

$

17,323

�

�

$

18,538

�

�

$

743

�

�

$

(2,774

)

�

$

33,830

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Nine Months Ended September 30, 2014

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

New trailers shipped

�

�

37,850

�

�

�

2,500

�

�

�

2,500

�

�

�

(2,400

)

�

�

40,450

�

Used trailers shipped

�

�

3,050

�

�

�

100

�

�

�

1,300

�

�

�

-

�

�

�

4,450

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

New Trailers

�

$

880,540

�

�

$

162,627

�

�

$

65,283

�

�

$

(54,681

)

�

$

1,053,769

�

Used Trailers

�

�

21,788

�

�

�

3,345

�

�

�

12,970

�

�

�

-

�

�

�

38,103

�

Components, parts and service

�

�

2,404

�

�

�

81,359

�

�

�

61,562

�

�

�

(10,808

)

�

�

134,517

�

Equipment and other

�

�

10,015

�

�

�

139,840

�

�

�

2,571

�

�

�

(42,977

)

�

�

109,449

�

Total net external sales

�

$

914,747

�

�

$

387,171

�

�

$

142,386

�

�

$

(108,466

)

�

$

1,335,838

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Gross profit

�

$

75,764

�

�

$

74,489

�

�

$

16,025

�

�

$

3,635

�

�

$

169,913

�

Income (Loss) from operations

�

$

58,447

�

�

$

37,623

�

�

$

3,190

�

�

$

(11,011

)

�

$

88,249

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

2013

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

New trailers shipped

�

�

30,350

�

�

�

2,250

�

�

�

2,250

�

�

�

(2,250

)

�

�

32,600

�

Used trailers shipped

�

�

2,400

�

�

�

100

�

�

�

950

�

�

�

-

�

�

�

3,450

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

New Trailers

�

$

723,659

�

�

$

150,750

�

�

$

60,706

�

�

$

(52,790

)

�

$

882,325

�

Used Trailers

�

�

20,407

�

�

�

2,412

�

�

�

9,752

�

�

�

(5

)

�

�

32,566

�

Components, parts and service

�

�

6,603

�

�

�

85,035

�

�

�

60,862

�

�

�

(10,387

)

�

�

142,113

�

Equipment and other

�

�

6,751

�

�

�

141,417

�

�

�

3,655

�

�

�

(31,495

)

�

�

120,328

�

Total net external sales

�

$

757,420

�

�

$

379,614

�

�

$

134,975

�

�

$

(94,677

)

�

$

1,177,332

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Gross profit

�

$

56,376

�

�

$

88,986

�

�

$

15,624

�

�

$

1,550

�

�

$

162,536

�

Income (Loss) from operations

�

$

37,197

�

�

$

51,320

�

�

$

2,877

�

�

$

(12,256

)

�

$

79,138

�

�

�

�

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

�

�

�	�	September 30,		�	�	December 31,		�
�	�	2014		�	�	2013		�
�	�	(Unaudited)		�	�	�		�
ASSETS	�	�	�	�	�	�	�	�
Current assets	�	�	�	�	�	�	�	�
Cash and cash equivalents	�	$	79,551	�	�	$	113,262	�
Accounts receivable	�	�	151,621	�	�	�	120,358	�
Inventories	�	�	259,794	�	�	�	184,173	�
Deferred income taxes	�	�	17,162	�	�	�	21,576	�
Prepaid expenses and other	�	�	6,911	�	�	�	9,632	�
Total current assets	�	$	515,039	�	�	$	449,001	�
�	�	�	�	�	�	�	�	�
Property, plant and equipment	�	�	137,170	�	�	�	142,082	�
�	�	�	�	�	�	�	�	�
Deferred income taxes	�	�	27	�	�	�	1,401	�
�	�	�	�	�	�	�	�	�
Goodwill	�	�	149,503	�	�	�	149,967	�
�	�	�	�	�	�	�	�	�
Intangible assets	�	�	142,718	�	�	�	159,181	�
�	�	�	�	�	�	�	�	�
Other assets	�	�	12,852	�	�	�	10,613	�
�	�	$	957,309	�	�	$	912,245	�
�	�	�	�	�	�	�	�	�
LIABILITIES AND STOCKHOLDERS' EQUITY	�	�	�	�	�	�	�	�
Current liabilities	�	�	�	�	�	�	�	�
Current portion of long-term debt	�	$	490	�	�	$	3,245	�
Current portion of capital lease obligations	�	�	1,500	�	�	�	1,609	�
Accounts payable	�	�	137,842	�	�	�	112,151	�
Other accrued liabilities	�	�	98,902	�	�	�	99,358	�
Total current liabilities	�	$	238,734	�	�	$	216,363	�
�	�	�	�	�	�	�	�	�
Long-term debt	�	�	323,689	�	�	�	358,890	�
�	�	�	�	�	�	�	�	�
Capital lease obligations	�	�	6,127	�	�	�	6,851	�
�	�	�	�	�	�	�	�	�
Deferred income taxes	�	�	886	�	�	�	1,234	�
�	�	�	�	�	�	�	�	�
Other noncurrent liabilities	�	�	17,608	�	�	�	6,528	�
�	�	�	�	�	�	�	�	�
Commitments and contingencies	�	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�
Stockholders' equity	�	�	370,265	�	�	�	322,379	�
�	�	$	957,309	�	�	$	912,245	�

�

�

�

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

��

�	�	Nine Months Ended September 30,						�
�	�	2014		�	�	2013		�
�	�	�		�	�	�		�
Cash flows from operating activities	�	�	�	�	�	�	�	�
Net income	�	$	41,842	�	�	$	36,106	�
Adjustments to reconcile net income to net cash provided by operating activities	�	�	�	�	�	�	�	�
Depreciation	�	�	12,730	�	�	�	12,429	�
Amortization of intangibles	�	�	16,413	�	�	�	16,278	�
Loss on debt extinguishment	�	�	1,042	�	�	�	1,304	�
Deferred income taxes	�	�	14,571	�	�	�	23,559	�
Stock-based compensation	�	�	5,509	�	�	�	5,525	�
Accretion of debt discount	�	�	3,624	�	�	�	3,455	�
Changes in operating assets and liabilities	�	�	�	�	�	�	�	�
Accounts receivable	�	�	(31,263	)	�	�	(33,419	)
Inventories	�	�	(79,534	)	�	�	(49,173	)
Prepaid expenses and other	�	�	2,721	�	�	�	1,788	�
Accounts payable and accrued liabilities	�	�	25,094	�	�	�	33,315	�
Other, net	�	�	1,961	�	�	�	2,593	�
Net cash provided by operating activities	�	$	14,710	�	�	$	53,760	�
�	�	�	�	�	�	�	�	�
Cash flows from investing activities	�	�	�	�	�	�	�	�
Capital expenditures	�	�	(9,017	)	�	�	(11,566	)
Acquisition, net of cash acquired	�	�	-	�	�	�	(15,985	)
Other	�	�	4,228	�	�	�	2,500	�
Net cash used in investing activities	�	$	(4,789	)	�	$	(25,051	)
�	�	�	�	�	�	�	�	�
Cash flows from financing activities	�	�	�	�	�	�	�	�
Proceeds from exercise of stock options	�	�	1,789	�	�	�	447	�
Borrowings under revolving credit facilities	�	�	565	�	�	�	910	�
Payments under revolving credit facilities	�	�	(565	)	�	�	(910	)
Principal payments under capital lease obligations	�	�	(1,492	)	�	�	(1,309	)
Principal payments under term loan credit facility	�	�	(42,078	)	�	�	(42,135	)
Principal payments under industrial revenue bond	�	�	(354	)	�	�	(265	)
Debt issuance costs paid	�	�	-	�	�	�	(981	)
Stock repurchase	�	�	(1,497	)	�	�	(35	)
Net cash used in financing activities	�	$	(43,632	)	�	$	(44,278	)
�	�	�	�	�	�	�	�	�
Net decrease in cash and cash equivalents	�	$	(33,711	)	�	$	(15,569	)
Cash and cash equivalents at beginning of period	�	�	113,262	�	�	�	81,449	�
Cash and cash equivalents at end of period	�	$	79,551	�	�	$	65,880	�

�

�

�

�

WABASH NATIONAL CORPORATION

RECONCILIATION OF GAAP FINANCIAL MEASURES TO

NON-GAAP FINANCIAL MEASURES

(Dollars in thousands, except per share amounts)

(Unaudited)

�

Operating EBITDA:

�

�

�

Three Months Ended

�

�

Nine Months Ended

�

�

�

September 30,

�

�

September 30,

�

�

�

2014

�

�

2013

�

�

2014

�

�

2013

�

Net income

�

$

18,307

�

�

$

16,236

�

�

$

41,842

�

�

$

36,106

�

Income tax expense

�

�

10,558

�

�

�

10,737

�

�

�

27,877

�

�

�

23,968

�

Interest expense

�

�

5,454

�

�

�

6,252

�

�

�

16,904

�

�

�

20,364

�

Depreciation and amortization

�

�

9,779

�

�

�

9,400

�

�

�

29,143

�

�

�

28,707

�

Stock-based compensation

�

�

1,911

�

�

�

1,617

�

�

�

5,509

�

�

�

5,525

�

Acquisition expenses and related charges

�

�

-

�

�

�

26

�

�

�

-

�

�

�

883

�

Other non-operating expense (income)

�

�

610

�

�

�

605

�

�

�

1,626

�

�

�

(1,300

)

Operating EBITDA

�

$

46,619

�

�

$

44,873

�

�

$

122,901

�

�

$

114,253

�

�

�

�

Three Months Ended

�

�

�

December 31,

�

�

March 31,

�

�

June 30,

�

�

�

2013

�

�

2014

�

�

2014

�

Net income

�

$

10,423

�

�

$

7,296

�

�

$

16,239

�

Income tax expense

�

�

7,126

�

�

�

6,484

�

�

�

10,835

�

Interest expense

�

�

5,944

�

�

�

5,717

�

�

�

5,733

�

Depreciation and amortization

�

�

9,629

�

�

�

9,513

�

�

�

9,851

�

Stock-based compensation

�

�

1,955

�

�

�

1,640

�

�

�

1,958

�

Other non-operating expense (income)

�

�

560

�

�

�

(32

)

�

�

1,048

�

Operating EBITDA

�

$

35,637

�

�

$

30,618

�

�

$

45,664

�

�

Adjusted Earnings:�

�

�

�

Three Months Ended September 30,

�

�

Nine Months Ended September 30,

�

�

�

2014

�

�

2013

�

�

2014

�

�

2013

�

�

�

$

�

�

Per Share

�

�

$

�

�

Per Share

�

�

$

�

�

Per Share

�

�

$

�

�

Per Share

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net Income

�

$

18,307

�

�

$

0.25

�

�

$

16,236

�

�

$

0.24

�

�

$

41,842

�

�

$

0.59

�

�

$

36,106

�

�

$

0.52

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Adjustments:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Loss on debt extinguishment, net of taxes

�

�

323

�

�

�

-

�

�

�

364

�

�

�

0.01

�

�

�

625

�

�

�

0.01

�

�

�

784

�

�

�

0.01

�

Acquisition expenses, net of taxes

�

�

-

�

�

�

-

�

�

�

16

�

�

�

-

�

�

�

-

�

�

�

-

�

�

�

531

�

�

�

0.01

�

Revaluation of net deferred income tax assets due to changes in statutory tax rates

�

�

-

�

�

�

-

�

�

�

-

�

�

�

-

�

�

�

1,041

�

�

�

0.01

�

�

�

-

�

�

�

-

�

Loss on transitioning Retail branch locations, net of taxes

�

�

-

�

�

�

-

�

�

�

-

�

�

�

-

�

�

�

365

�

�

�

0.01

�

�

�

-

�

�

�

-

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Adjusted earnings

�

$

18,630

�

�

$

0.26

�

�

$

16,616

�

�

$

0.24

�

�

$

43,873

�

�

$

0.61

�

�

$

37,421

�

�

$

0.54

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Weighted Average # of Diluted Shares O/S

�

�

71,919

�

�

�

�

�

�

�

69,011

�

�

�

�

�

�

�

71,523

�

�

�

�

�

�

�

68,900

�

�

�

�

�

��

�

�

Three Months Ended

�

�

�

December 31, 2013

�

�

March 31, 2014

�

�

June 30, 2014

�

�

�

$

�

�

Per Share

�

�

$

�

�

Per Share

�

�

$

�

�

Per Share

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net Income

�

$

10,423

�

�

$

0.15

�

�

$

7,296

�

�

$

0.10

�

�

$

16,239

�

�

$

0.23

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Adjustments:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Loss on debt extinguishment, net of taxes

�

�

347

�

�

�

-

�

�

�

-

�

�

�

-

�

�

�

320

�

�

�

-

�

Revaluation of net deferred income tax assets due to changes in statutory tax rates

�

�

�-

�

�

�

�-

�

�

�

1,041

�

�

�

0.01

�

�

�

-

�

�

�

-

�

Loss on transitioning Retail branch locations, net of taxes

�

�

-

�

�

�

-

�

�

�

-

�

�

�

-

�

�

�

365

�

�

�

-

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Adjusted earnings

�

$

10,770

�

�

$

0.15

�

�

$

8,337

�

�

$

0.12

�

�

$

16,924

�

�

$

0.24

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Weighted Average # of Diluted Shares O/S

�

�

69,625

�

�

�

�

�

�

�

71,088

�

�

�

�

�

�

�

71,557

�

�

�

�

�

�

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