-----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, GXDMvD37ynpAwIbWJLA15ceX5BbFNHbWhBNcAmCGINbLleRWo2qkL+gkjh4KFWxC 4CsxxjKT0J/LNthD510TwA== 0000950137-04-003028.txt : 20040422 0000950137-04-003028.hdr.sgml : 20040422 20040421193353 ACCESSION NUMBER: 0000950137-04-003028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040421 ITEM INFORMATION: FILED AS OF DATE: 20040422 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: 04746524 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 c84745e8vk.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 April 21, 2004 ------------------------------------------------ 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 File No.) Identification No.) of incorporation) 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 12. Results of Operations and Financial Condition. On April 21, 2004, Wabash National Corporation issued a press release relating to its first quarter 2004 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: April 21, 2004 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 21, 2004 Page 4 EX-99.1 3 c84745exv99w1.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Mark R. Holden (765) 771-5310 WABASH NATIONAL CORPORATION ANNOUNCES FIRST QUARTER RESULTS LAFAYETTE, INDIANA, April 21, 2004 . . . Wabash National Corporation (NYSE: WNC) today announced results for the three months ended March 31, 2004. Net sales for the first quarter were $222 million compared to $223 million for the same period last year. Net income for the period was $6.9 million compared to net income of $1.4 million for the same period last year. Diluted net income per share was $0.23 for the quarter compared to $0.05 per share for the 2003 first quarter. Commenting on the quarter, William P. Greubel, President and Chief Executive Officer, stated, "We are very pleased with the improvement in our results. We continue to see positive signs in general economic activity, trucking activity and U.S. trailer industry fundamentals. Quote and order patterns remained relatively high in the first quarter leading to the need to increase production rates to meet higher demand. Sales were flat year over year, however, the first quarter of 2003 included approximately $20 million of sales associated with certain assets of our trailer rental and leasing and wholesale aftermarket parts distribution businesses which were sold in September 2003. We believe our current production rates are sustainable for the foreseeable future with some possibility of further increases. In addition, our retail distribution operations, although continuing to operate at a loss, showed improvement throughout the quarter. Currently, our greatest challenge is managing escalating costs of raw materials, including steel, aluminum and lumber. Both heavy duty truck and trailer manufacturers are experiencing similar challenges. There have been some recent signs of stabilizing steel prices; however, we do not expect to see any significant improvement in material prices in the immediate future. As a result, in March we announced a price increase on all of our trailer products. While we have seen some impact from rising material costs, we expect most of the near term impact to be incurred during the second quarter. Despite these near term challenges, overall business conditions, including trailer demand, product acceptance, market penetration and productivity gains are very favorable for the Company to achieve increasingly improved earnings and cash flow levels. Wabash will conduct a conference call to review and discuss its first quarter financial results on Thursday, April 22, 2004, at 10:00 AM Eastern time. The phone number to access the conference call is 800-530-9010. 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 10, 2004. Wabash National Corporation designs, manufactures, and markets standard and customized truck trailers under the Wabash(TM) brand. The Company believes it 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 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 include our views that there are positive signs in general economic activity, trucking activity and U.S. trailer industry fundamentals and that overall business conditions, including trailer demand, product acceptance, market penetration and productivity gains, are very favorable for the Company to achieve increasingly improved earnings and cash flow levels. 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, dependence on key management, reliance on certain customers and corporate partnerships, shortages and prices 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 regarding these and other risks. We specifically disclaim any duty to update any forward-looking statements made herein, and the statements made herein speak only as of the date of this release. WABASH NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per share amounts) Unaudited
Three Months Ended March 31, --------------------------- 2004 2003 --------- --------- NET SALES $ 221,597 $ 222,508 COST OF SALES 198,475 199,342 --------- --------- Gross Profit 23,122 23,166 GENERAL AND ADMINISTRATIVE EXPENSES 10,424 11,620 SELLING EXPENSES 3,775 4,962 --------- --------- Income from operations 8,923 6,584 OTHER INCOME (EXPENSE): Interest expense (2,897) (8,090) Foreign exchange gains and losses, net (140) 2,856 Other, net 973 80 --------- --------- Income before income taxes 6,859 1,430 INCOME TAXES - - --------- --------- Net income 6,859 1,430 PREFERRED STOCK DIVIDENDS - 264 --------- --------- NET INCOME APPLICABLE TO COMMON STOCKHOLDERS $ 6,859 $ 1,166 ========= ========= BASIC NET INCOME PER SHARE $ 0.25 $ 0.05 ========= ========= DILUTED NET INCOME PER SHARE $ 0.23 $ 0.05 ========= ========= COMPREHENSIVE INCOME Net income $ 6,859 $ 1,430 Foreign currency translation adjustment (229) 201 --------- --------- NET COMPREHENSIVE INCOME $ 6,630 $ 1,631 ========= =========
Retail & Three months ended Manufacturing Distribution Eliminations Total - ------------------ ------------- ------------ ------------ -------- 2004 ---- Net Sales $188,196 $ 57,542 $(24,141) $221,597 Operating Results $ 10,821 $ (1,915) $ 17 $ 8,923 2003 ---- Net Sales $166,657 $ 78,356 $(22,505) $222,508 Operating Results $ 8,223 $ (1,662) $ 23 $ 6,584
WABASH NATIONAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) Unaudited
March 31, December 31, 2004 2003 ----------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 11,818 $ 12,552 Accounts receivable, net 95,714 66,641 Current portion of finance contracts 3,494 4,727 Inventories 88,678 84,996 Prepaid expenses and other 8,706 10,249 -------- -------- Total current assets 208,410 179,165 PROPERTY, PLANT AND EQUIPMENT, net 128,823 130,594 EQUIPMENT LEASED TO OTHERS, net 19,418 21,187 FINANCE CONTRACTS, net of current portion 5,564 6,155 GOODWILL, net 35,887 36,045 OTHER ASSETS 19,771 23,890 -------- -------- $417,873 $397,036 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 9,018 $ 7,337 Accounts payable 82,561 68,437 Other accrued liabilities 56,768 61,421 -------- -------- Total current liabilities 148,347 137,195 LONG-TERM DEBT, net of current maturities 222,699 219,979 OTHER NONCURRENT LIABILITIES AND CONTINGENCIES 14,004 17,700 STOCKHOLDERS' EQUITY 32,823 22,162 -------- -------- $417,873 $397,036 ======== ========
WABASH NATIONAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Unaudited
Three Months Ended March 31, --------------------------- 2004 2003 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 6,859 $ 1,430 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 4,984 6,696 Net gain on the sale of assets (524) (56) Provision for losses on accounts receivable and finance contracts 45 1,222 Cash used for restructuring activities (79) (88) Trailer valuation charges 164 1,603 Change in operating assets and liabilities: Accounts receivable (29,118) (40,337) Inventories (3,250) 765 Refundable income taxes 79 408 Prepaid expenses and other (2) 4,141 Accounts payable and accrued liabilities 10,915 643 Other, net 333 (1,439) --------- --------- Net cash used in operating activities (9,594) (25,012) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,571) (2,267) Proceeds from sale of leased equipment and finance contracts - 4,096 Principal payments received on finance contracts 1,205 2,385 Proceeds from the sale of property, plant and equipment 2,033 490 --------- --------- Net cash provided by investing activities 1,667 4,704 --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 2,792 - Borrowings under trade receivables and revolving credit facilities 143,205 15,500 Payments under trade receivables and revolving credit facilities (136,609) - Payments under long-term debt and capital lease obligations (2,195) (23,475) --------- --------- Net cash provided by (used in) financing activities 7,193 (7,975) --------- --------- NET DECREASE IN CASH AND CASH EQUIVALENTS (734) (28,283) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 12,552 35,659 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 11,818 $ 7,376 ========= ========= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 3,457 $ 7,125 Income taxes refunded, net $ (79) $ (276)
WABASH NATIONAL CORPORATION NET INCOME PER COMMON SHARES (in thousands, except per share amounts) Unaudited
Three Months Ended March 31, ---------------------- 2004 2003 ------- ------- Basic earnings per share: Net income applicable to common stockholders $ 6,859 $ 1,166 ======= ======= Weighted average common shares outstanding 26,990 25,700 ======= ======= Basic earnings per share $ 0.25 $ 0.05 ======= ======= Diluted earnings per share: Net income applicable to common stockholders $ 6,859 $ 1,166 After-tax equivalent of interest on convertible notes 1,204 - ------- ------- Diluted net income applicable to common stockholders $ 8,063 $ 1,166 ======= ======= Weighted average common shares outstanding 26,990 25,700 Dilutive stock options 985 - Convertible notes equivalent shares 6,510 - ------- ------- Diluted weighted average common shares outstanding 34,485 25,700 ======= ======= Diluted earnings per share $ 0.23 $ 0.05 ======= =======
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