8-K

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):
August 24, 2006

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)

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:

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

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

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

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

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02. Results of Operations and Financial Condition.

     On August 24, 2006, Wabash National Corporation issued a press release announcing its financial results for the quarter ended June 30, 2006. A copy of the Registrant’s press release is attached as Exhibit 99.1 and is incorporated herein by reference. The foregoing information is to be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

           99.1      Wabash National Corporation press release dated August 24, 2006.

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: August 24, 2006	By:	/s/ Robert J. Smith
		Robert J. Smith
		Senior Vice President and Chief Financial Officer

Page 3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Wabash National Corporation Press Release dated August 24, 2006

Page 4

EX-99.1

Press Contact: Tom Rodak
Marketing and Communications
Manager
(765) 771-5535 Investor Relations:
(765) 771-5310

FOR IMMEDIATE RELEASE

Wabash National Corporation Announces
Second Quarter and Year-To-Date Results

LAFAYETTE, Ind. — August 24, 2006 — Wabash National Corporation (NYSE: WNC) today announced results for the three and six month periods ended June 30, 2006. Net sales for the quarter were $333.6 million compared to $323.0 million for the same period last year. Net income for the quarter was $5.0 million or $0.15 diluted earnings per share, compared to $49 million or $1.33 per diluted share for the same period last year. For the six months ended June 30, 2006, net sales were $595.7 million compared to $579.1 million for 2005. Net income for the first six months of 2006 totaled $9.4 million or $0.29 per diluted share, compared to $67.7 million or $1.85 per diluted share last year. Included in the results for the 2005 second quarter and year-to-date periods was a reversal of a valuation allowance for deferred tax assets amounting to $29 million or $0.77 per diluted share. The acquisition of Transcraft, completed March 3, 2006, added $36 million and $38 million to second quarter and year to date sales, respectively.

Commenting on these results, Bill Greubel, Chairman and Chief Executive Officer, stated, “The challenges of bringing on-stream our new ERP system had an adverse impact on second quarter sales and operating results. Considerable progress has been made in stabilizing the system and our operation; however, parts availability related to the materials planning issues will constrain van trailer production for the next several months and limit 2006 volume to approximately 55,000 van trailer units. We greatly appreciate the understanding and assistance of our customers and suppliers during this transition period.”

“Quote and order activity for the quarter was in line with seasonal patterns and new account acquisition is meeting expectations. Progress continues on bringing alpha line production rates up to expectations in the fourth quarter. Transcraft’s performance has been exceptional and they are on track for a great year.”

Backlog at June 30, 2006 amounted to approximately $594 million.

Headquartered in Lafayette, Ind., Wabash National^® Corporation (NYSE: WNC) is one of the leading manufacturers of semi trailers in North America. Established in 1985, the company specializes in the design and production of dry freight vans, refrigerated vans, flatbed trailers, drop deck trailers, and intermodal equipment. Its innovative core products are sold under the DuraPlate^®, ArcticLite^®, and Eagle^® brand names. The company operates two wholly owned subsidiaries; Transcraft Corporation, a manufacturer of flatbed and drop deck trailers; and Wabash National Trailer Centers, a retail distributor 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 increased competition, reliance on certain customers and corporate partnerships, shortages and costs of raw materials, continued improvements in our manufacturing capacity and cost containment, and dependence on industry trends. 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
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2006			2005			2006			2005
NET SALES	$	333,572		$	322,983		$	595,691		$	579,088
COST OF SALES		306,300			286,874			545,628			508,581
Gross profit		27,272			36,109			50,063			70,507
GENERAL AND ADMINISTRATIVE EXPENSES		14,227			10,213			24,930			19,431
SELLING EXPENSES		3,487			3,966			6,795			7,962
Income from operations		9,558			21,930			18,338			43,114
OTHER INCOME (EXPENSE):
Interest expense		(1,523	)		(1,605	)		(3,082	)		(3,223	)
Foreign exchange gains and losses, net		117			(310	)		—			(452	)
Other, net		185			(205	)		242			(997	)
Income before income taxes		8,337			19,810			15,498			38,442
INCOME TAX (BENEFIT) EXPENSE		3,290			(29,448	)		6,114			(29,295	)
Net income	$	5,047		$	49,258		$	9,384		$	67,737
COMMON STOCK DIVIDENDS	$	0.045		$	0.045		$	0.09		$	0.09
BASIC NET INCOME PER SHARE	$	0.16		$	1.58		$	0.30		$	2.18
DILUTED NET INCOME PER SHARE	$	0.15		$	1.33		$	0.29		$	1.85
COMPREHENSIVE INCOME
Net income	$	5,047		$	49,258		$	9,384		$	67,737
Foreign currency translation adjustment		665			(183	)		757			(381	)
NET COMPREHENSIVE INCOME	$	5,712		$	49,075		$	10,141		$	67,356

			Retail &
Three months ended June 30,	Manufacturing		Distribution		Eliminations			Total
2006
Net Sales	$	291,543	$	48,019	$	(5,990	)	$	333,572
Operating Results	$	7,031	$	724	$	1,803		$	9,558
2005
Net Sales	$	288,014	$	61,367	$	(26,398	)	$	322,983
Operating Results	$	20,927	$	869	$	134		$	21,930
Six months ended June 30,
2006
Net Sales	$	533,517	$	93,388	$	(31,214	)	$	595,691
Operating Results	$	17,624	$	909	$	(195	)	$	18,338
2005
Net Sales	$	519,679	$	123,400	$	(63,991	)	$	579,088
Operating Results	$	42,768	$	1,707	$	(1,361	)	$	43,114

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2006		2005		2006		2005
Basic net income per share:
Net income applicable to common stockholders	$	5,047	$	49,258	$	9,384	$	67,737
Weighted average common shares outstanding		31,154		31,194		31,134		31,055
Basic net income per share	$	0.16	$	1.58	$	0.30	$	2.18
Diluted net income per share:
Net income applicable to common stockholders	$	5,047	$	49,258	$	9,384	$	67,737
After-tax equivalent of interest on convertible notes		741		1,234		1,482		2,445
Diluted net income applicable to common stockholders	$	5,788	$	50,492	$	10,866	$	70,182
Weighted average common shares outstanding		31,154		31,194		31,134		31,055
Dilutive stock options/shares		205		243		210		374
Convertible notes equivalent shares		6,597		6,510		6,588		6,510
Diluted weighted average common shares outstanding		37,956		37,947		37,932		37,939
Diluted net income per share	$	0.15	$	1.33	$	0.29	$	1.85

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

	June 30, 2006		December 31, 2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	17,284	$	67,437
Accounts receivable, net		127,550		131,641
Current portion of finance contracts		145		1,472
Inventories		180,038		108,044
Deferred income taxes		24,693		40,550
Prepaid expenses and other		5,641		7,425
Total current assets		355,351		356,599
PROPERTY, PLANT AND EQUIPMENT, net		134,370		131,561
EQUIPMENT LEASED TO OTHERS, net		6,663		7,646
DEFERRED INCOME TAXES		13,384		3,050
GOODWILL		77,593		33,018
INTANGIBLE ASSETS		37,758		2,116
OTHER ASSETS		18,328		14,663
	$	643,447	$	548,653
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	146,407	$	84,147
Current maturities of long-term debt		—		500
Other accrued liabilities		55,271		58,751
Total current liabilities		201,678		143,398
LONG-TERM DEBT, net of current maturities		140,923		125,000
DEFERRED INCOME TAXES		10,559		—
OTHER NONCURRENT LIABILITIES AND CONTINGENCIES		1,190		1,553
STOCKHOLDERS’ EQUITY		289,097		278,702
	$	643,447	$	548,653

WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

	Six Months
	Ended June 30,
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	9,384		$	67,737
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		10,599			8,276
Net (gain) loss on the sale of assets		(15	)		684
Deferred income taxes		5,319			(29,304	)
Excess tax benefits from stock-based compensation		(328	)		—
Stock-based compensation		1,739			607
Change in operating assets and liabilities:
Accounts receivable		9,053			(22,110	)
Finance contracts		1,365			1,645
Inventories		(67,237	)		(45,302	)
Prepaid expenses and other		1,628			1,087
Accounts payable and accrued liabilities		42,546			21,067
Other, net		1,372			294
Net cash provided by operating activities		15,425			4,681
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(10,324	)		(13,796	)
Acquisition, net of cash acquired		(69,307	)		—
Proceeds from the sale of property, plant and equipment		434			5,852
Net cash used in investing activities		(79,197	)		(7,944	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		678			3,610
Excess tax benefits from stock-based compensation		328			—
Borrowings under revolving credit facilities		73,606			15,786
Payments under revolving credit facilities		(57,683	)		(15,786	)
Payments under long-term debt agreements		(500	)		(1,000	)
Common stock dividends paid		(2,810	)		(1,406	)
Net cash provided by (used in) financing activities		13,619			1,204
NET DECREASE IN CASH AND CASH EQUIVALENTS		(50,153	)		(2,059	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		67,437			41,928
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	17,284		$	39,869