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):
July 30, 2008

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)

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 July 30, 2008, Wabash National Corporation issued a press release announcing its financial results for the quarter ended June 30, 2008. 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.

     (d) Exhibits

          99.1 Wabash National Corporation press release dated July 30, 2008.

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 30, 2008	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 July 30, 2008

Page 4

EX-99.1

Exhibit 99.1

Press Contact: Jim Hasty
VP, Marketing and Sales
(765) 771-5487 Investor Relations:
(765) 771-5310

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

LAFAYETTE, Ind. — July 30, 2008 — Wabash National Corporation (NYSE: WNC) reported a net loss of $3.2 million, or $0.11 per share for the second quarter of 2008 on net sales of $201.5 million. For the same quarter last year, the company reported net income of $5.9 million or $0.18 per diluted share, on revenue of $294.8 million. For the six months ended June 30, 2008, the net loss totaled $9.6 million, or $0.32 per share on sales of $362.5 million. In the comparable period of 2007, the company reported net income of $6.9 million or $0.22 per diluted share on sales of $553.7 million.

Dick Giromini, President and Chief Executive Officer, stated, “Our second quarter results were generally in line with our previously stated expectations. Despite increasing raw material costs, we were able to achieve incremental improvement in our gross margin when compared to the first quarter of 2008. Our efforts to bring capacity in line with demand, right-size our operating footprint and optimize our strategic pricing and sourcing efforts continue to positively impact our operating results.”

“The prolonged residential housing correction and macroeconomic and industry-related headwinds continued to impact carrier and trailer demand during the second quarter,” continued Giromini. “As a result, we now anticipate new trailer sales for the year to be in the range of 32,000 to 33,000 units, of which we have shipped or have orders for delivery for 2008 of approximately 29,000 units. As of June 30, 2008 our backlog was approximately $393 million compared to $537 million at March 31, 2008.”

“Despite the near-term challenges, we are beginning to see encouraging signs for the future, such as the rightsizing of carrier capacity and an improving rate environment which bode well for our customers and will eventually increase demand for our core trailer product. More importantly, we have made good progress on our strategic initiatives, designed to diversify our business model to counter the cyclical nature of the trailer industry.”

Wabash National Corporation will conduct a conference call to review and discuss its second quarter results on Thursday, July 31, 2008, at 10:00 a.m. EDT. The phone number to access the conference call is 877-407-8035. The call can also be accessed live on the company’s 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 October 23, 2008.

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, dump trailers, truck bodies and intermodal equipment. Its innovative core products are sold under the DuraPlate^®, ArcticLite^®, Eagle^® and Benson™ brand names. The company operates two wholly owned subsidiaries; Transcraft^® Corporation, a manufacturer of flatbed, drop deck and dump trailers and truck bodies; and Wabash National Trailer Centers, trailer service centers and retail distributors of new and used trailers and aftermarket parts throughout the U.S.

This press release contains certain forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements including statements about the company’s expectations for improvement in future results 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, risks of customer pick-up delays, shortages and costs of raw materials, risks in implementing and sustaining 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 the company’s reports to its stockholders and periodic reports on Forms 10-K and 10-Q.

###

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
NET SALES	$	201,484		$	294,849		$	362,545		$	553,703
COST OF SALES		190,711			267,017			345,867			505,686
Gross profit		10,773			27,832			16,678			48,017
GENERAL AND ADMINISTRATIVE EXPENSES		10,457			12,439			21,956			25,159
SELLING EXPENSES		3,326			3,963			6,769			8,113
(Loss) Income from operations		(3,010	)		11,430			(12,047	)		14,745
OTHER INCOME (EXPENSE)
Interest expense		(1,021	)		(1,448	)		(2,195	)		(2,994	)
Foreign exchange, net		19			362			(6	)		396
Gain on debt extinguishment		27			—			151			—
Other, net		(228	)		(565	)		(196	)		(506	)
(Loss) Income before income taxes		(4,213	)		9,779			(14,293	)		11,641
INCOME TAX (BENEFIT) EXPENSE		(1,010	)		3,904			(4,703	)		4,770
NET (LOSS) INCOME	$	(3,203	)	$	5,875		$	(9,590	)	$	6,871
COMMON STOCK DIVIDENDS DECLARED	$	0.045		$	0.045		$	0.09		$	0.09
BASIC NET (LOSS) INCOME PER SHARE	$	(0.11	)	$	0.19		$	(0.32	)	$	0.23
DILUTED NET (LOSS) INCOME PER SHARE	$	(0.11	)	$	0.18		$	(0.32	)	$	0.22
COMPREHENSIVE (LOSS) INCOME
Net (loss) income	$	(3,203	)	$	5,875		$	(9,590	)	$	6,871
Foreign currency translation adjustment		—			206			—			226
NET COMPREHENSIVE (LOSS) INCOME	$	(3,203	)	$	6,081		$	(9,590	)	$	7,097

				Retail &
	Manufacturing			Distribution			Eliminations			Total
Three months ended June 30,
2008
Net sales	$	176,118		$	40,829		$	(15,463	)	$	201,484
(Loss) Income from operations	$	(2,910	)	$	(383	)	$	283		$	(3,010	)
2007
Net sales	$	268,652		$	40,555		$	(14,358	)	$	294,849
Income (Loss) from operations	$	11,946		$	(290	)	$	(226	)	$	11,430
Six months ended June 30,
2008
Net sales	$	318,381		$	69,214		$	(25,050	)	$	362,545
(Loss) Income from operations	$	(11,392	)	$	(1,386	)	$	731		$	(12,047	)
2007
Net sales	$	507,157		$	82,855		$	(36,309	)	$	553,703
Income (Loss) from operations	$	16,047		$	(638	)	$	(664	)	$	14,745

	Three Months Ended June 30,					Six Months Ended June 30,
	2008			2007		2008			2007
Basic net (loss) income per share
Net (loss) income applicable to common stockholders	$	(3,203	)	$	5,875	$	(9,590	)	$	6,871
Weighted average common shares outstanding		29,927			30,233		29,903			30,263
Basic net (loss) income per share	$	(0.11	)	$	0.19	$	(0.32	)	$	0.23
Diluted net (loss) income per share
Net (loss) income applicable to common stockholders	$	(3,203	)	$	5,875	$	(9,590	)	$	6,871
After-tax equivalent of interest on convertible notes		—			741		—			1,482
Diluted net (loss) income applicable to common stockholders	$	(3,203	)	$	6,616	$	(9,590	)	$	8,353
Weighted average common shares outstanding		29,927			30,233		29,903			30,263
Dilutive stock options/shares		—			306		—			265
Convertible notes equivalent shares		—			6,676		—			6,667
Diluted weighted average common shares outstanding		29,927			37,215		29,903			37,195
Diluted net (loss) income per share	$	(0.11	)	$	0.18	$	(0.32	)	$	0.22

Average diluted shares outstanding for the three and six month periods ended June 30, 2008 exclude the antidilutive effects of the Company’s Convertible Notes. For the three and six month periods ended June 30, 2008, the after-tax equivalent of interest on Convertible Notes was $0.2 million and $0.7 million, respectively, and the Convertible Notes equivalent shares were 1.6 million and 3.2 million, respectively. Diluted shares outstanding for the three and six month periods ended June 30, 2008 also exclude the antidilutive effects of potentially dilutive stock options totaling approximately 83,000 and 99,000 shares of common stock, respectively.

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

	June 30,		December 31,
	2008		2007
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	27,777	$	41,224
Accounts receivable, net		49,009		68,752
Inventories		133,264		113,125
Deferred income taxes		14,377		14,514
Prepaid expenses and other		2,595		4,046
Total current assets		227,022		241,661
PROPERTY, PLANT AND EQUIPMENT, net		118,041		122,063
DEFERRED INCOME TAXES		7,393		2,772
GOODWILL		66,317		66,317
INTANGIBLE ASSETS		30,772		32,498
OTHER ASSETS		16,985		18,271
	$	466,530	$	483,582
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		65,150		40,787
Other accrued liabilities		47,143		54,258
Total current liabilities		112,293		95,045
LONG-TERM DEBT		80,407		104,500
OTHER NONCURRENT LIABILITIES AND CONTINGENCIES		4,082		4,108
STOCKHOLDERS’ EQUITY		269,748		279,929
	$	466,530	$	483,582

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

	Six Months Ended June 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(9,590	)	$	6,871
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation and amortization		10,381			9,623
Net loss (gain) on the sale of assets		315			(81	)
Gain on debt extinguishment		(151	)		—
Deferred income taxes		(4,484	)		4,478
Excess tax benefits from stock-based compensation		(5	)		(33	)
Stock-based compensation		2,170			1,967
Changes in operating assets and liabilities
Accounts receivable		19,743			18,444
Inventories		(20,139	)		(46,378	)
Prepaid expenses and other		1,452			1,207
Accounts payable and accrued liabilities		17,005			12,190
Other, net		(61	)		393
Net cash provided by operating activities		16,636			8,681
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(3,746	)		(4,017	)
Acquisition, net of cash acquired		—			(4,500	)
Proceeds from the sale of property, plant and equipment		47			95
Net cash used in investing activities		(3,699	)		(8,422	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options		81			74
Excess tax benefits from stock-based compensation		5			33
Borrowings under revolving credit facilities		82,184			86,619
Payments under revolving credit facilities		(28,184	)		(86,619	)
Payments under long-term debt obligations		(77,726	)		—
Repurchases of common stock		—			(8,210	)
Common stock dividends paid		(2,744	)		(2,767	)
Net cash used in financing activities		(26,384	)		(10,870	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(13,447	)		(10,611	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		41,224			29,885
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	27,777		$	19,274