WABASH NATIONAL Corp 8-K, filed Feb 13, 2020
WABASH NATIONAL Corp (WNC)
8-K
2020-02-13
For: 2020-02-13
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Added on
April 08, 2026
About this 8-K
WABASH NATIONAL Corp filed this 8-K on February 13, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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) February 13, 2020
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 and incorporated by reference herein is a presentation dated February 13, 2020, which will be used by Wabash National Corporation (“the Company”) at the Loop Capital Markets Transportation, Logistics and Materials Conference, and in future investor conferences.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
EXHIBIT INDEX
Exhibit No. | Description | |
104 | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WABASH NATIONAL CORPORATION | ||
Date: February 13, 2020 | By: | /s/ Michael N. Pettit |
Michael N. Pettit | ||
Senior Vice President and Chief Financial Officer | ||
Wabash National Corporation Loop Capital Markets Transportation, Logistics and Materials Conference February 13th | Coral Gables, FL Brent Yeagy – President & Chief Executive Officer
Safe Harbor Statement This presentation contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements convey the Company’s current expectations or forecasts of future events. All statements contained in this presentation other than statements of historical fact are forward-looking statements. These forward-looking statements include, among other things, all statements regarding the Company’s outlook for trailer and truck body shipments, backlog, expectations regarding demand levels for trailers, truck bodies, non-trailer equipment and our other diversified product offerings, pricing, profitability and earnings, cash flow and liquidity, opportunity to capture higher margin sales, new product innovations, our growth and diversification strategies, our expectations for improved financial performance during the course of the year and our expectations with regards to capital allocation. These and the Company’s other forward-looking 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 continued integration of Supreme into the Company’s business, adverse reactions to the transaction by customers, suppliers or strategic partners, uncertain economic conditions including the possibility that customer demand may not meet our expectations, increased competition, reliance on certain customers and corporate partnerships, risks of customer pick-up delays, shortages and costs of raw materials including the impact of tariffs or other international trade developments, risks in implementing and sustaining improvements in the Company’s manufacturing operations and cost containment, dependence on industry trends and timing, supplier constraints, labor costs and availability, customer acceptance of and reactions to pricing changes and costs of indebtedness. Readers should review and consider the various disclosures made by the Company in this presentation and in the Company’s reports to its stockholders and periodic reports on Forms 10-K and 10-Q. We cannot give assurance that the expectations reflected in our forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in these forward-looking statements. All written and oral forward- looking statements attributable to us are expressly qualified in their entirety by the factors we disclose that could cause our actual results to differ materially from our expectations. Non-GAAP Financial Measures In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the financial information included in this presentation contains non-GAAP financial measures, including free cash flow, operating EBITDA, operating EBITDA margin, adjusted operating income, adjusted net income and adjusted earnings per diluted share. These non-GAAP measures should not be considered a substitute for, or superior to, financial measures and results calculated in accordance with GAAP, including net income, and reconciliations to GAAP financial statements should be carefully evaluated. Operating EBITDA is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, acquisition expenses, impairments, and other non-operating income and expense. Management believes providing operating EBITDA is useful for investors to understand the Company’s performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of operating EBITDA, when combined with the GAAP presentations of operating income and net income, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of operating EBITDA to net income is included in the appendix to this presentation. Free cash flow is defined as net cash provided by operating activities minus capital expenditures. Management believes providing free cash flow is useful for investors to understand the Company’s performance and results of cash generation period to period with the exclusion of the items identified above. Management believes the presentation of free cash flow, when combined with the GAAP presentations of cash provided by operating activities, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of free cash flow and net income conversion to free cash is included in the appendix to this presentation. Adjusted operating income, a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating income excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating income to provide investors with a better understanding of the Company’s view of our results as compared to prior periods. A reconciliation of adjusted operating income to operating income, the most comparable GAAP financial measure, is included in the tables following this presentation. Adjusted net income and adjusted earnings per diluted share, each reflect adjustments for acquisition expenses, the losses attributable to the Company’s extinguishment of debt, impairment charges, executive severance costs, income or losses recognized on the sale and/or closure of former Company locations, adjustments related to the Company’s deferred tax assets as a result of IRS guidance on application of the Tax Cuts and Jobs Act of 2017, and reversal of reserves for uncertain tax positions. Management believes providing adjusted measures and excluding certain items facilitates comparisons to the Company’s prior year periods and, when combined with the GAAP presentation of net income and diluted net income per share, is beneficial to an investor’s understanding of the Company’s performance. A reconciliation of each of adjusted net income and adjusted earnings per diluted share to net income and net income per diluted share is included in the tables following this presentation. 2 2
Wabash National – Changing How the World Reaches You Key Messages ▪ Wabash National has grown to be a more diverse company over the last decade with a more resilient portfolio of businesses ▪ Final Mile business is growing rapidly, also changing the nature of discussions with customers ▪ Focused on material technology innovation; leveraging across businesses ▪ Strong generator of free cash flow and 7-year history of free cash conversion 100%+ ▪ Strong balance sheet and balanced capital deployment 3 3
Wabash at a Glance (NYSE: WNC) 1985 Lafayette, IN ~$700M1 ~6,900 17 $2.3B 6.2% $109M Founded Headquarters Market-cap Global Employees Manufacturing 2019 Revenue 2019 Operating 2019 Free Cash Locations Margin Flow 2019 Revenue by Segment 19% Commercial Trailer Products 16% Diversified Products 65% Final Mile Products Vision To be the innovation leader of engineered solutions for the transportation, logistics and distribution industries 4 4 1 As of 2’5’2020 4
Portfolio of Engineered Solutions COMMERCIAL TRAILER DIVERSIFIED PRODUCTS FINAL MILE $1.5B1 $385M1 $442M1 PRODUCTS (CTP) GROUP (DPG) PRODUCTS (FMP) ▪ Dry and Refrigerated Van Trailers ▪ Tank Trailers and Truck-Mounted Tanks ▪ Truck-Mounted Dry Bodies ▪ Platform Trailers ▪ Composite Panels and Products ▪ Truck-Mounted Refrigerated Bodies ▪ Aftermarket Parts and Service ▪ Food, Dairy and Beverage Equipment ▪ Service and Stake Bodies ▪ Containment and Aseptic Systems ▪ FRP Panel Sales ▪ Aftermarket Parts and Service ▪ Upfitting Parts and Services Leading Brands in Diverse End Markets and Industries 5 5 1 2019 Revenue 5
Broadening Exposure Across Transportation, Logistics and Distribution FIRST MILE MIDDLE MILE FINAL MILE ▪ Long-haul routes of goods ▪ Products moved into or redistributed ▪ Delivery of goods to home or final among fulfillment centers destination ▪ Driven by freight activity ▪ Driven by strategic positioning of goods ▪ Driven by strong growth in e-Commerce ▪ Traditional First Mile carriers can no to allow for 2-day delivery or less longer ignore Middle and Final Mile ▪ Positioning to be a more strategic player opportunities in Final Mile: invest in technology; focus on operational excellence; disciplined and strategic M&A Our Exposure Now Reaches Far Beyond the Dry Van Market 6 6
Our Sustainable Competitive Advantages Industry-leading Innovative Operational Strong Customer Product Portfolio Technology Excellence Relationships ▪ Leverage our 30+ years of ▪ Customer-focused engineered ▪ Emphasizing manufacturing ▪ Built on industry-leading, engineering and mfg. solutions in all our industries velocity and business process innovative products that experience to offer a wide and markets optimization provide superior long-term selection of transportation and ▪ 200+ patents and patent ▪ Breakthrough thought process value industrial products applications in the U.S. and ▪ Lean Six Sigma manufacturing ▪ Diverse customer base and ▪ Provide customers with abroad approach for 13+ years end markets innovative products lowering ▪ Established relationships with their total cost of ownership many of the largest carrier and industry leaders Wabash is a Leader in Technology and Innovation 7 7
Our Future Will be Built as One Wabash Purpose To change how the world reaches you To be the innovation leader of engineered solutions for the transportation, Vision logistics and distribution industries To enable our customers to succeed with breakthrough ideas and solutions Mission that help them move everything from first to final mile Refreshed Purpose, Vision, Mission Drive Alignment with Strategic Plan 8 8
WMS is Creating a Transformed Wabash National Extending Lean Thinking from Shop Floor to Enterprise Standardizing Processes Across All Portfolio Businesses Freeing Resources to Accelerate Growth and Innovation 9 9
Mega Trends Driving Growth Energy & Chemical Urbanization, Final Mile & Expansion of Cold Chain & Increased Regulation Production, Storage & Home Delivery Food Equipment (GHG1, ELDs2, Food Safety) Transportation ▪ New and existing designs ▪ New patent-pending ▪ Low cost energy supports ▪ Advanced lightweight technology chemical production materials ▪ Growing customer base, including traditional ▪ International expansion ▪ $200B+ of chemical ▪ Full suite of aero products freight fleets capital investment³ ▪ Aftermarket parts growth ▪ Market share growth in ▪ Mobile and on-site aluminum products customer service WNC is Poised to Capitalize on Industry Mega Trends 10 10 1 Greenhouse gasses (GHG); 2 Electronic logging devices (ELD); 3 Source: American Chemistry Council
Strategic Path Forward both in the Near- and Long-term ▪ Continue innovation leadership INNOVATE ▪ Develop new capabilities and capacity to enable growth ▪ Improve durability and reduce weight with material technologies ▪ Margin enhancement through integration, alignment and shared services activities OPTIMIZE ▪ Utilize WMS and lean manufacturing to drive margin enhancement through continuous focus on efficiency ▪ Expand Final Mile platform GROW ▪ Commercialize Molded Structural Composite refrigerated van ▪ Increase corporate business development capability Focused, Simplified Strategy 11 11
Historical Financial Performance $2,267 $2,319 $2,028 $1,863 $1,845 $1,767 $1,636 $1,462 $1,214 $1,312 $1,187 $1,041 $1,103 Annual $836 ($M) $640 Revenue $338 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $204 $182 $146 $143 $122 $137 $103 Annual Adjusted $69 $80 $85 $38 Operating Income¹ $27 $20 ($M) $(15) $(38) $(66) 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Substantial Peak to Peak Growth in Key Financial Metrics 12 12 1 Please see appendix for reconciliations of historical adjusted operating income in 2008 and 2012 to 2018
Historical Financial Performance 237% 133% 119% 121% Free Cash Flow 113% 106% 106% Conversion¹ 2013 2014 2015 2016 2017 2018 2019 7-Year Track Record of 100%+ Free Cash Flow Conversion 13 13 1 Free Cash Flow Conversion defined as Free Cash Flow/Net Income. Please see appendix for reconciliation
Balanced Capital Allocation Strategy LIQUIDITY Managing the business for the long-term DEBT Target net debt leverage of 1.0x to 3.0x MANAGEMENT Focus on debt reduction and lowering net debt leverage to ~1.0x REINVEST FOR Capital expenditures / R&D to support organic growth and commercialization GROWTH of new products in near term Current dividend yield of 2.6%¹ DIVIDEND Reinstituted dividend in 2017 and increased 33% over last two years SHARE Offset dilution from stock based compensation REPURCHASES $308M share repurchases over last 5 years² 14 14 1 As of 2’5’2020; ²As of 12/31/19
2020 Guidance 2020 Guidance Guidance Assumptions ▪ Trailer market to moderate REVENUE $2.05 – 2.15B $2.1B midpoint ▪ Truck body market growth to moderate OPERATING MARGIN 5.1 – 5.7% ▪ ~$24M interest expense 5.4% midpoint ▪ 26-27% tax rate $1.10 – 1.30 ▪ Flat share count ARNINGS ER HARE E P S $1.20 midpoint 15 15
Reconciliation of Adjusted Consolidated Operating Income Unaudited ($M) 2008 2012 2013 2014 2015 2016 2017 2018 2019 Income from Operations $ (103.8) $ 70.5 $ 103.2 $ 122.4 $ 180.4 $ 202.5 $ 130.8 $ 111.0 $ 142.8 Adjustments: Impairment 66.3 - - - 1.1 1.7 - 25.0 - Acquisition expenses and related charges - 14.4 - - - - 15.0 0.8 - Executive severance - - - - - - 0.2 0.2 - Facility transactions - - - - - - - 0.4 - Adjusted Operating Income $ (37.5) $ 84.9 $ 103.2 $ 122.4 $ 181.5 $ 204.2 $ 146.0 $ 137.4 $ 142.8 16 16
Reconciliation of Free Cash Flow Unaudited ($M) 2013 2014 2015 2016 2017 2018 2019 Net cash provided by operating activities $ 128.7 $ 92.6 $ 131.8 $ 178.8 $ 144.4 $ 112.5 $ 146.3 Capital expenditures 18.4 20.0 20.8 20.3 26.1 34.0 37.6 Free cash flow $ 110.3 $ 72.6 $ 111.0 $ 158.5 $ 118.3 $ 78.5 $ 108.7 Free cash flow $ 110.3 $ 72.6 $ 111.0 $ 158.5 $ 118.3 $ 78.5 $ 108.7 Net income 46.5 60.9 104.3 119.4 111.4 69.4 89.6 Free cash flow conversion 237% 119% 106% 133% 106% 113% 121% 17 17