8-K

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

February 21, 2003

Date of Report (Date of earliest event reported)

Wabash National Corporation

(Exact name of registrant as specified in its charter)

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

1000 Sagamore Parkway South, Lafayette, Indiana    47905

(Address of principal executive offices)               (Zip Code)

Registrant’s telephone number, including area code:
(765) 771-5310

Not applicable

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

Exhibit Index on Page 4

Item 9. Regulation FD Disclosure.

     On February 21, 2003, Wabash National Corporation issued a press release relating to its fourth quarter and year-end results. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Page 2

SIGNATURES

     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.

	WABASH NATIONAL CORPORATION
Date:  February 24, 2003	By:	/s/ MARK R. HOLDEN Mark R. Holden Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Page 3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 21, 2003

Page 4 EX-99.1 3 w83855exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Contact: Mark R. Holden
(765) 771-5310       

FOR IMMEDIATE RELEASE

WABASH NATIONAL CORPORATION ANNOUNCES

FOURTH QUARTER AND YEAR END RESULTS

     LAFAYETTE, INDIANA, February 21, 2003 . . . Wabash National Corporation (NYSE: WNC) announced today results for the three and twelve months ended December 31, 2002. Net sales for the fourth quarter were $205.9 million compared to $166.6 million for the same period last year. Net loss for the quarter was $11.6 million, compared to a loss of $134.9 million for the same period last year. For the year ended December 31, 2002, net sales were $819.6 million compared to $863.4 million for 2001. Net loss for fiscal year 2002 totaled $56.2 million, compared to a net loss of $232.2 million in 2001. Diluted loss per share was ($0.46) for the fourth quarter 2002 compared to ($5.88) per share for the fourth quarter 2001. For the twelve months ended December 31, 2002 diluted loss per share was ($2.43) compared to ($10.17) in 2001. These results are subject to the completion of discussions between the Company and its lenders before March 31, 2003, as discussed below.

     Commenting on these results, William P. Greubel, President and Chief Executive Officer, stated, “Industry conditions continue to be depressed due to overall economic activity and trucking conditions, but are beginning to show some signs of improvement. We are pleased with the progress made during the quarter toward improving our operations. Our results for the fourth quarter reflect lower production volumes due to our planned holiday shutdowns and the investments that were made to implement the various quality, productivity and process

improvements in our business. In addition, we are very pleased with our ability to repay $100 million in debt during 2002, a 22% reduction in our outstanding indebtedness.”

     “Based upon our 2002 results, we do not expect to meet our financial covenants in 2003. Discussions with our lenders continue regarding the Company’s performance, its outstanding indebtedness and related financial covenants. We anticipate successfully completing discussions with our lenders prior to the filing of the Company’s Form 10K due March 31, 2003. However, in the event these discussions are not successful, there will be a profound impact on the balance sheet as of December 31, 2002 as a result of the need to record various debt obligations, totaling approximately $347 million, as current liabilities on the year-end balance sheet. The result of the bank discussions should not impact the Company’s Income Statement for the twelve months ended December 31, 2002. However, it would likely have an effect on our future operating results because the Company would be constrained from a liquidity perspective and customer and supplier relationships would likely be disrupted. We are optimistic that this will be avoided by the successful completion of the discussions with our lenders.”

     Wabash National Corporation designs, manufactures, and markets standard and customized truck trailers under the Wabash™ and Fruehauf® brands. The Company believes it is one of the world’s largest manufacturers of truck trailers, the leading manufacturer of composite trailers and through its RoadRailer® products, the leading manufacturer of bimodal vehicles. The Company’s wholly owned subsidiary, Wabash National Trailer Centers, is one of the leading retail distributors of new and used trailers and aftermarket parts, including its Fruehauf® and Pro-Par® brand products with locations throughout the U.S. and Canada.

This press release contains certain forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are, however, 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 dependence on lenders to agree to amend financial covenants on favorable term, increased competition, dependence on key management, reliance on certain customers and corporate partnerships, shortages of raw materials, dependence on industry trends, export sales and new markets, acceptance of new technology and products, and government regulation. Readers should review and consider the various disclosures made by the Company in this press release and in its reports to its stockholders and periodic reports on Forms 10-K and 10-Q.

***

WABASH NATIONAL CORPORATION

RESULTS OF OPERATIONS

(Dollars in Thousands, except per share amounts)

			Three Months Ended						Year Ended
			December 31, (unaudited)						December 31, (unaudited)
			2002			2001			2002			2001
Net Sales			$	205,891		$	166,646		$	819,568		$	863,392
Less:
		Cost of Sales	$	193,437		$	251,356		$	779,117		$	982,605
	General & Administrative Expenses		$	12,862		$	18,870		$	53,897		$	56,955
	Selling Expenses		$	5,948		$	5,983		$	23,501		$	25,370
	Restructuring Charge		$	96		$	1,042		$	1,813		$	37,864
	Interest Expense		$	8,861		$	4,821		$	30,873		$	21,292
	Other (Income) Expense		$	(377	)	$	3,757		$	1,835		$	6,663
	Equity in Losses of Wholly-Owned
	Subsidiary		$	0		$	1,535		$	0		$	7,668
Income (Loss) Before Income Taxes			$	(14,936	)	$	(120,718	)	$	(71,468	)	$	(275,025	)
Income Tax Expense (Benefit)			$	(3,331	)	$	14,230		$	(15,278	)	$	(42,857	)
Net Income (Loss)			$	(11,605	)	$	(134,948	)	$	(56,190	)	$	(232,168	)
Preferred Stock Dividends			$	268		$	442		$	1,563		$	1,845
Net Income (Loss) Available to
Common Shareholders			$	(11,873	)	$	(135,390	)	$	(57,753	)	$	(234,013	)
Basic Earnings (Loss) Per Share			$	(0.46	)	$	(5.88	)	$	(2.43	)	$	(10.17	)
Weighted Average Shares Outstanding				25,644,000			23,010,000			23,791,000			23,006,000
Diluted Earnings (Loss) Per Share			$	(0.46	)	$	(5.88	)	$	(2.43	)	$	(10.17	)
Weighted Average Shares and
Equivalents Outstanding				25,644,000			23,010,000			23,791,000			23,006,000
Other Data:
Depreciation and amortization			$	6,753		$	7,047		$	28,450		$	32,143
Capital Expenditures				3,004			680			5,705			5,899

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

(Unaudited)

				December 31,		December 31,
				2002		2001
			ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	35,659	$	11,135
	Accounts receivable, net				38,124		58,358
	Current portion of finance contracts				9,528		10,646
	Inventories				134,872		191,094
	Refundable income taxes				911		25,673
	Prepaid expenses and other				17,388		17,231
		Total current assets			236,482		314,137
PROPERTY, PLANT AND EQUIPMENT, net					145,703		170,330
EQUIPMENT LEASED TO OTHERS, net					100,837		109,265
FINANCE CONTRACTS, net of current portion					22,488		40,187
INTANGIBLE ASSETS, net					40,646		43,777
OTHER ASSETS					23,141		14,808
				$	569,297	$	692,504
			LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Current maturities of long-term debt			$	61,021	$	60,682
	Current maturities of capital lease obligations				12,860		21,559
	Accounts payable				60,457		51,351
	Accrued liabilities				65,246		69,246
		Total current liabilities			199,584		202,838
LONG-TERM DEBT, net of current maturities					220,983		274,021
LONG-TERM CAPITAL LEASE OBLIGATIONS, net of current maturities					51,993		55,755
OTHER NONCURRENT LIABILITIES AND CONTINGENCIES					22,847		28,905
STOCKHOLDERS’ EQUITY					73,890		130,985
				$	569,297	$	692,504

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

exv99w1