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

April 29, 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 of incorporation)	(Commission File No.)	(IRS Employer 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

TABLE OF CONTENTS

	Item 9. Regulation FD Disclosure.
SIGNATURES
EXHIBIT INDEX
Press Release dated April 29, 2003

Item 9. Regulation FD Disclosure.

     On April 29, 2003, Wabash National Corporation issued a press release relating to its first quarter 2003 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: May 1, 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 April 29, 2003

Page 4

EX-99.1 3 c76676exv99w1.htm PRESS RELEASE DATED APRIL 29, 2003

Exhibit 99.1

FOR IMMEDIATE RELEASE

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

WABASH NATIONAL CORPORATION ANNOUNCES
PROFITABLE FIRST QUARTER RESULTS

     LAFAYETTE, INDIANA, April 29, 2003 . . . Wabash National Corporation (NYSE: WNC) today announced results for the three months ended March 31, 2003. Net sales for the first quarter were $223 million compared to $162 million for the same period last year. Net income for the period was $1.4 million compared to a net loss of $14.6 million for the same period last year. Diluted income per share was $0.05 for the quarter compared to a loss of $0.65 per share for the 2002 quarter.

     Commenting on the quarter, William P. Greubel, President and Chief Executive Officer, noted, “We are very pleased to be able to report the first profitable quarter in over two years. New trailer demand and production in the first quarter, while nearly double that of depressed levels of the same period last year, increased approximately 10% on a sequential basis. The improvements are consistent with our view that industry demand continues to grow albeit at a slow pace. We continue to be pleased with the progress our associates are making in improving operating effectiveness and efficiency. We have achieved over $50 million total annualized cost reductions. As previously announced, the Company completed the amendment of its credit facilities in April 2003. The amendment revises certain of the Company’s financial covenants and adjusts downward the required monthly principal payments during 2003. The amendment provides greater flexibility from both a financial covenant standpoint and from a debt repayment standpoint. The Company remains highly focused on continuing to reduce debt through cash flow from operations, working capital improvements and sales of non-core assets. We believe the Company has substantially completed a rather dramatic turnaround in the midst of a historic industry cycle and can now focus on building a sustainable business model capable of achieving attractive returns.”

     Wabash will conduct a conference call to review and discuss its first quarter financial results on Wednesday, April 30, 2003, at 10:00 AM Eastern time. The phone number to access the conference call is 800-937-4598. The call can also be accessed live on the Company’s internet 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 May 21, 2003.

     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 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 state of the trailer industry and overall demand for our products, increased competition, reliance on certain customers and corporate partnerships, shortages of raw materials, availability of capital, 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. We specifically disclaim any duty to update any forward-looking statements made herein, and the statements made herein speak only as the date of this release.

WABASH NATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
Unaudited

		Three Months Ended March 31,
		2003			2002
NET SALES		$	222,508		$	161,952
COST OF SALES			200,167			161,913
	Gross profit		22,341			39
GENERAL AND ADMINISTRATIVE EXPENSES			10,539			14,091
SELLING EXPENSES			5,218			5,749
	Income (loss) from operations		6,584			(19,801	)
OTHER INCOME (EXPENSE):
	Interest expense		(7,868	)		(5,673	)
	Foreign exchange gains and losses, net		2,856			(253	)
	Other, net		(142	)		(809	)
	Income (Loss) before income taxes		1,430			(26,536	)
INCOME TAX			—			(11,947	)
	Net Income (Loss)	$	1,430		$	(14,589	)
PREFERRED STOCK DIVIDENDS			264			443
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS		$	1,166		$	(15,032	)
BASIC AND DILUTED INCOME (LOSS) PER SHARE		$	0.05		$	(0.65	)
COMPREHENSIVE INCOME (LOSS):
	Net Income (loss)	$	1,430		$	(14,589	)
	Foreign currency translation adjustment		201			(5	)
NET COMPREHENSIVE INCOME (LOSS)		$	1,631		$	(14,594	)

Summary by Reportable Segment

	Manufacturing			Retail & Distribution			Eliminations			Total
March 31, 2003:
Net Sales	$	166,657		$	78,356		$	(22,505	)	$	222,508
Operating Results	$	8,223		$	(1,662	)	$	23		$	6,584
March 31, 2002:
Net Sales	$	82,402		$	86,352		$	(6,802	)	$	161,952
Operating Results	$	(16,495	)	$	(3,748	)	$	442		$	(19,801	)

WABASH NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
Unaudited

			March 31,		Dec 31,
			2003		2002
ASSETS
CURRENT ASSETS:
	Cash and cash equivalent		$	7,376	$	35,659
	Accounts receivable, net			74,011		34,396
	Current portion of finance contracts			7,345		9,528
	Inventories			135,450		134,872
	Prepaid expenses and other			13,795		18,299
		Total current assets		237,977		232,754
PROPERTY, PLANT AND EQUIPMENT, net				144,331		145,703
EQUIPMENT LEASED TO OTHERS, net				94,201		100,837
FINANCE CONTRACTS, net of current portion				19,827		22,488
GOODWILL, net				35,552		34,652
OTHER ASSETS				27,396		29,135
			$	559,284	$	565,569
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Current maturities of long-term debt		$	270,403	$	42,961
	Current maturities of capital lease obligations			49,806		12,860
	Accounts payable			60,983		60,457
	Other accrued liabilities			61,912		61,424
		Total current liabilities		443,104		177,702
LONG-TERM DEBT, net of current maturities				13,231		239,043
LONG-TERM CAPITAL LEASE OBLIGATIONS, net of current maturities				5,329		51,993
OTHER NONCURRENT LIABILITIES AND CONTINGENCIES				22,108		22,847
STOCKHOLDERS’ EQUITY				75,512		73,984
			$	559,284	$	565,569

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EX-99.1

Press Release