-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UhWVOMttRPxuZPxp7I/Nv7qb/nQm6wAJsiLSOG3S2kz7g37PWVHeVIQb7+8QbeKq Vz3ggmAHworsfKznuMCN8Q== 0000950137-03-003898.txt : 20030723 0000950137-03-003898.hdr.sgml : 20030723 20030722182254 ACCESSION NUMBER: 0000950137-03-003898 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030722 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WABASH NATIONAL CORP /DE CENTRAL INDEX KEY: 0000879526 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK TRAILERS [3715] IRS NUMBER: 521375208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10883 FILM NUMBER: 03797181 BUSINESS ADDRESS: STREET 1: P O BOX 6129 CITY: LAFAYETTE STATE: IN ZIP: 47905 BUSINESS PHONE: 7657715310 MAIL ADDRESS: STREET 1: 1000 SAGAMORE PARKWAY SOUTH STREET 2: P O BOX 6129 CITY: LAFAYETTE STATE: IN ZIP: 47905 8-K 1 c78426e8vk.txt CURRENT REPORT 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 July 22, 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 (Commission (IRS Employer jurisdiction 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 July 22, 2003, Wabash National Corporation issued a press release relating to its second 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: July 22, 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 July 22, 2003 Page 4 EX-99.1 3 c78426exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Mark R. Holden (765) 771-5310 WABASH NATIONAL CORPORATION ANNOUNCES SECOND QUARTER RESULTS LAFAYETTE, INDIANA, July 22, 2003 . . . Wabash National Corporation (NYSE: WNC) today announced results for the three and six month periods ended June 30, 2003. Net sales for the second quarter were $230 million compared to $210 million for the same period last year. Net loss for the second quarter was $27 million, including a $29 million non-cash charge related to planned asset divestitures, compared to a net loss of $22 million for the same period last year. Diluted loss per share was $1.05 for the quarter, including a $1.09 per share charge related to planned asset divestitures, compared to a loss of $0.96 per share for the 2002 quarter. For the six months ended June 30, 2003, net sales were $453 million and a net loss of $26 million, including the $29 million charge, compared to net sales of $372 million and a net loss of $36 million for the same period last year. Diluted loss per share for the six months ended June 30, 2003 and 2002 was $1.02, including the $1.09 per share charge, and $1.61, respectively. Commenting on the quarter, William P. Greubel, President and Chief Executive Officer, stated, "The fundamental changes currently taking place within the Company could prove to be a watershed period as we move to structurally improve the Company, both operationally and financially. The following are just some of the significant highlights from the quarter: o Sales increased 3% from the 2003 first quarter on the continuing improvement in demand for new trailers while operating income, before the $29 million charge, improved 48% over first quarter 2003 levels. We are indeed becoming earnings focused as opposed to share focused. We successfully started up two new production lines during the quarter, one line for our new Wabash FreightPro sheet and post trailer and one line for DuraPlate(R) containers. We believe trailer industry demand will continue to improve over the next several quarters. Our demand continues to be affected by our large customers managing their equipment capacity very closely; o We are in the final planning stages of reorganizing our channels of sales and distribution which will allow us to improve our opportunities to exploit our product and service offerings in the mid to large sized fleet segments of the trailer industry while maintaining our strategic relationships with the premier trucking companies in the U.S.; o As announced, we have signed a definitive agreement to sell substantially all of the assets of our leasing and rental business and our aftermarket parts business. Total consideration from the sale of these assets and the retained assets is approximately $65-$70 million of which $55 million will be paid in cash upon closing. We expect the transaction to close in the third quarter and is subject to lender approval and buyer financing. As noted above, we recorded an impairment charge of $29 million in the quarter to recognize the planned disposal of these assets at less than book value. This non-cash charge will not affect the Company's compliance under its existing bank covenants. Upon closing this transaction, all proceeds from this divestiture will go toward debt retirement which, including this amount, will total approximately $90 million year-to-date; o We also announced the selection of Fleet Capital to lead and fully underwrite a new $250 million syndicated bank financing for the Company. The new financing, which is subject to Fleet Bank credit approval and Wabash board approval, will be a three year asset based revolver and term loan that will be used to replace existing indebtedness and will substantially lower our cost of debt. Closing on the transaction is expected to occur during the third quarter of this year. Successfully refinancing our existing debt will result in charges of approximately $24 million, including prepayment penalties of approximately $20 million and a non-cash charge of approximately $4 million for the write-off of previously deferred debt costs, which will be recognized when the financing is completed. These charges will not affect the Company's compliance under its existing bank covenants; and o We are in the process of evaluating what we believe will be the final piece to our new capital structure, which will mark the culmination of two years of work to turn the Company around and to secure its future. We continue to meet or exceed our objectives. We have active and sound management leading our turnaround. Associate involvement has been excellent. Our capital structure will soon be very solid. We intend to focus our free cash flow in the future on continuing to pay down debt. We shall augment our profitability by focusing our products and services on the entire van market going forward. As the trailer industry improves, we have positioned ourselves to take full advantage of the recovery." Wabash National Corporation designs, manufactures, and markets standard and customized truck trailers under the Wabash(TM) brand name. The Company is one of the world's largest manufacturers of truck trailers and a leading manufacturer of composite trailers. 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 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 the Company's ability to achieve profitability, 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 filed with the Securities and Exchange Commission. WABASH NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts) Unaudited
Three Months Six Months Ended June 30, Ended June 30, ------------------------- ------------------------- 2003 2002 2003 2002 --------- --------- --------- --------- NET SALES $ 230,231 $ 210,251 $ 452,739 $ 372,203 COST OF SALES 206,542 204,024 406,709 365,937 --------- --------- --------- --------- Gross profit 23,689 6,227 46,030 6,266 GENERAL AND ADMINISTRATIVE EXPENSES 7,894 14,807 18,433 28,898 SELLING EXPENSES 6,022 6,030 11,240 11,779 LOSS ON ASSET IMPAIRMENT 28,500 --- 28,500 --- --------- --------- --------- --------- Loss from operations (18,727) (14,610) (12,143) (34,411) OTHER INCOME (EXPENSE): Interest expense (10,391) (7,816) (18,259) (13,489) Foreign exchange gains and losses, net 2,733 2,211 5,589 1,958 Other, net (883) (1,462) (1,025) (2,271) --------- --------- --------- --------- Loss before income taxes (27,268) (21,677) (25,838) (48,213) INCOME TAX BENEFIT --- --- --- (11,947) --------- --------- --------- --------- Net loss (27,268) (21,677) (25,838) (36,266) PREFERRED STOCK DIVIDENDS 264 443 528 886 --------- --------- --------- --------- NET LOSS APPLICABLE TO COMMON STOCKHOLDERS $ (27,532) $ (22,120) $ (26,366) $ (37,152) ========= ========= ========= ========= BASIC AND DILUTED NET LOSS PER SHARE $ (1.05) $ (0.96) $ (1.02) $ (1.61) ========= ========= ========= ========= COMPREHENSIVE INCOME LOSS: Net loss $ (27,268) $ (21,677) $ (25,838) $ (36,266) Foreign currency translation adjustment 243 171 444 166 --------- --------- --------- --------- NET COMPREHENSIVE LOSS $ (27,025) $ (21,506) $ (25,394) $ (36,100) ========= ========= ========= =========
Retail & Three months ended Manufacturing Distribution Eliminations Total - ------------------ ------------- ------------ ------------ ----- 2003 Net Sales $ 167,483 $ 75,375 $ (12,627) $ 230,231 Operating Results $ 10,592 $ (29,595) $ 276 $ (18,727) 2002 Net Sales $ 130,848 $ 89,264 $ (9,861) $ 210,251 Operating Results $ (1,701) $ (13,038) $ 129 $ (14,610) Six months ended - ---------------- 2003 Net Sales $ 334,140 $ 153,731 $ (35,132) $ 452,739 Operating Results $ 18,815 $ (31,257) $ 299 $ (12,143) 2002 Net Sales $ 213,249 $ 175,617 $ (16,663) $ 372,203 Operating Results $ (18,196) $ (16,786) $ 571 $ (34,411)
WABASH NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) Unaudited
June 30, December 31, 2003 2002 -------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,615 $ 35,659 Accounts receivable, net 85,846 34,396 Current portion of finance contracts 7,962 9,528 Inventories 139,461 134,872 Prepaid expenses and other 21,409 18,299 -------- -------- Total current assets 261,293 232,754 PROPERTY, PLANT AND EQUIPMENT, net 137,096 145,703 EQUIPMENT LEASED TO OTHERS, net 64,867 100,837 FINANCE CONTRACTS, net of current portion 16,890 22,488 GOODWILL, net 35,444 34,652 OTHER ASSETS 17,929 29,135 -------- -------- $533,519 $565,569 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $277,393 $ 42,961 Current maturities of capital lease obligations 45,733 12,860 Accounts payable 65,018 60,457 Other accrued liabilities 60,324 61,424 -------- -------- Total current liabilities 448,468 177,702 LONG-TERM DEBT, net of current maturities 12,384 239,043 LONG-TERM CAPITAL LEASE OBLIGATIONS, net of current maturities 1,945 51,993 OTHER NONCURRENT LIABIILTIES AND CONTINGENCIES 21,654 22,847 STOCKHOLDERS' EQUITY: Total stockholders' equity 49,068 73,984 -------- -------- $533,519 $565,569 ======== ========
WABASH NATIONAL CORPORATION AND SUBSIDIARIES EBITDA The company uses EBITDA and Adjusted EBITDA, income (loss) before income taxes, interest expense, depreciation and amortization; and specific identified charges in the case of adjusted EBITDA, as an internal measure of performance, and believes it is useful and commonly used measure of financial performance in addition to income (loss) before income taxes and other profitability measures of performance under GAAP. EBITDA should not be construed as an alternative to operating income and income (loss) before taxes as an indicator of the Company's operation in accordance with GAAP. Our definition of EBITDA can differ from that of other companies. The following table reconciles net income, the most comparable measure under GAAP, to EBITDA and Adjusted EBITDA for the periods indicated (dollars in millions).
Three Months Ended Six Months Ended June 30, June 30, --------------------- --------------------- 2003 2002 2003 2002 ------- ------- ------- ------- EBITDA reconciliation: Net loss $ (27.3) $ (21.7) $ (25.8) $ (36.3) Income tax benefit - - - (11.9) Interest expense 10.4 7.8 18.3 13.5 Depreciation and amortization 6.6 7.6 13.3 15.0 ------- ------- ------- ------- EBITDA (10.3) (6.3) 5.8 (19.7) Loss on asset impairment 28.5 - 28.5 - ------- ------- ------- ------- Adjusted EBITDA $ 18.2 $ (6.3) $ 34.3 $ (19.7) ------- ------- ------- -------
OPERATING INCOME The following table reconciles operating income, the most comparable measure under GAAP, to operating income before the loss on asset impairment for the periods indicated (dollars in millions).
Three Months Ended Six Months Ended June 30, June 30, --------------------- --------------------- 2003 2002 2003 2002 ------- ------- ------- ------- Operating income (loss) reconciliation: Operating loss $ (18.7) $ (14.6) $ (12.1) $ (34.4) Loss on asset impairment 28.5 - 28.5 - ------- ------- ------- ------- Operating income (loss) before loss on asset impairment $ 9.8 $ (14.6) $ 16.4 $ (34.4) ======= ======= ======= =======
-----END PRIVACY-ENHANCED MESSAGE-----