8-K

WABASH NATIONAL Corp (WNC)

8-K 2022-04-27 For: 2022-04-27
View Original
Added on April 08, 2026

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) April 27, 2022

WABASH NATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-10883 52-1375208
(State or other jurisdiction <br>of Incorporation) (Commission<br>File Number) (I.R.S. Employer <br>Identification No.)
3900 McCarty Lane
--- --- ---
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:

☐    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
Common Stock, $0.01 par value WNC New York Stock Exchange

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 2.02 Results of Operations and Financial Condition.

On April 27, 2022, Wabash National Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2022. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The press release and a teleconference visual presentation are also available on the Company's Investor Relations website at ir.wabashnational.com.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

EXHIBIT INDEX

Exhibit No. Description
99.1 Wabash National Corporation Press Release dated April 27, 2022
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: April 27, 2022 By: /s/ Michael N. Pettit
Michael N. Pettit
Senior Vice President and Chief Financial Officer

Document

imagea.jpg

Media Contact:

Dana Stelsel

Director, Communications

(765) 771-5766

dana.stelsel@onewabash.com

Investor Relations:

Ryan Reed

Sr Director, Corporate Development & Investor Relations

(765) 490-5664

ryan.reed@onewabash.com

Wabash Announces First Quarter 2022 Results

▪Revenue of $546.8 million on increasing new trailer shipments

▪Operating income of $20.1 million

▪Diluted earnings per share of $0.24, exceeding prior outlook

▪Robust backlog of $2.3B sets first quarter record; increases 50%+ YoY

▪2022 outlook for revenue and EPS increased to $2.5B and $1.90, respectively

LAFAYETTE, Ind. – April 27, 2022 – Wabash (NYSE: WNC), the innovation leader of connected solutions for the transportation, logistics and distribution industries, today reported results for the quarter ended March 31, 2022.

Net sales for the first quarter 2022 of $546.8 million increased 39.5% versus the prior year quarter as the Company continued to scale its ability to serve strong customer demand. Consolidated gross profit was $58.1 million, or 10.6% of sales. Operating income was $20.1 million, or 3.7% of sales during the quarter. Diluted earnings per share was $0.24, exceeding the Company's prior quarterly outlook.

Total company backlog as of March 31, 2022 was approximately $2.3 billion, an increase of $800 million compared to the same quarter last year. Wabash's backlog represents a first quarter record and exceeds the prior Q1 high by 42%.

“Evidenced by record first quarter backlog, demand across our portfolio of solutions remains strong,” explained Brent Yeagy, President and Chief Executive Officer. “With our customer base and supply chain both overwhelmingly levered to the United States, we are largely insulated from international volatility and fortunately situated to benefit from improving labor market trends and new and existing customers that are utilizing trailers in new and interesting ways.”

For the full year ending December 31, 2022, the company increased its outlook for revenue by $200 million to $2.5 billion. Additionally, the Company increased its full year EPS outlook by $0.15 to $1.90.

“As we achieved strengthening financial results throughout the first quarter, our confidence in the trajectory for our full year has increased and we are excited to raise our EPS outlook by more than our first quarter out-performance," said Yeagy. "While our prospects for 2022 are bright, I am most enthusiastic about the increasing rate of change I see within the development of sustainable, customer-centric products and services throughout our portfolio. These are some of the solutions that will chart the course of our strategic growth over the next decade.”

Business Segment Highlights

The table below is a summary of select segment operating and financial results prior to the elimination of intersegment sales for the first quarter of 2022 and 2021. A complete disclosure of the results by individual segment is included in the tables following this release.

Wabash National Corporation
Three Months Ended March 31, 2022 2021
New Units Shipped
Trailers 11,695 9,660
Truck bodies 3,540 4,760
Transportation Solutions Parts & Services
Three Months Ended March 31, 2022 2021 2022 2021
(Unaudited, dollars in thousands)
Net sales $ 502,065 $ 345,119 $ 46,708 $ 48,595
Gross profit $ 47,682 $ 38,328 $ 10,522 $ 10,466
Gross profit margin 9.5% 11.1% 22.5% 21.5%
Income from operations $ 31,697 $ 16,623 $ 6,789 $ 6,384
Income from operations margin 6.3% 4.8% 14.5% 13.1%

Transportation Solutions’ net sales for the first quarter were $502.1 million, an increase of 45.5%, as compared to the prior year quarter, as operations continued to scale up. Operating income was $31.7 million or 6.3% of sales during the quarter.

Parts & Services' net sales for the first quarter were $46.7 million, a decrease of 3.9% as compared to the prior year quarter, primarily due to the divestiture of Extract Technology on June 30, 2021. Operating income was $6.8 million, or 14.5% of sales during the quarter.

Non-GAAP Measures

In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the financial information included in this release contains non-GAAP financial measures, including operating EBITDA, free cash flow, adjusted operating income, adjusted net income, adjusted earnings per share, adjusted segment EBITDA, and adjusted segment EBITDA margin. 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, impairment and other, net, and other non-operating income and expense (including any loss on debt extinguishment charges). 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 tables following this release.

Free cash flow is defined as net cash used in operating activities minus cash payments for 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 item 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 to cash used in operating activities is included in the tables following this release.

Adjusted operating income and margin, non-GAAP financial measures, exclude 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 and margin 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 and margin 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 release.

Adjusted net income and adjusted earnings per diluted share reflects no adjustments for either period presented. 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.

Adjusted segment EBITDA, a non-GAAP financial measure, is calculated by adding back segment depreciation and amortization expense to segment operating income, and excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income under GAAP, but that management would not consider important in evaluating the quality of the Company’s segment operating results as they are not indicative of each segment's core operating results or may obscure trends useful in evaluating the segment's continuing activities. Adjusted segment EBITDA Margin is calculated by dividing Adjusted segment EBITDA by segment total net sales. A reconciliation of adjusted segment EBITDA to income from operations is included in the tables following this release.

First Quarter 2022 Conference Call

Wabash will discuss its results during its quarterly investor conference call on Wednesday, April 27, 2022, beginning at 10:00 a.m. EDT. The call and an accompanying slide presentation will be accessible on the "Investors" section of the Company’s website www.onewabash.com. The conference call will also be accessible by dialing (888) 440-6928, conference ID 6579482. A replay of the call will be available on the site shortly after the conclusion of the presentation.

About

Wabash (NYSE: WNC) is the visionary leader of connected solutions for the transportation, logistics and distribution industries that is Changing How the World Reaches You™. Headquartered in Lafayette, Indiana, the company enables customers to thrive by providing insight into tomorrow and delivering pragmatic solutions today to move everything from first to final mile. Wabash designs, manufactures, and services a diverse range of products, including: dry freight and refrigerated trailers, flatbed trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. Learn more at onewabash.com.

Safe Harbor Statement

This press release 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 press release 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 a continued or prolonged shutdown or reduction of our operations, substantially reduced customer orders or sales volumes and supply disruptions due to the coronavirus (COVID-19) outbreak, 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 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 BALANCE SHEETS

(Unaudited - dollars in thousands)

March 31,<br>2022 December 31,<br>2021
Assets
Current assets:
Cash and cash equivalents $ 72,794 $ 71,778
Accounts receivable, net 290,035 176,511
Inventories, net 286,734 237,621
Prepaid expenses and other 46,374 43,795
Total current assets 695,937 529,705
Property, plant, and equipment, net 232,037 232,425
Goodwill 188,438 188,443
Intangible assets, net 109,402 114,441
Other assets 41,043 42,057
Total assets $ 1,266,857 $ 1,107,071
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt $ $
Current portion of finance lease obligations 59
Accounts payable 258,643 173,950
Other accrued liabilities 114,017 115,316
Total current liabilities 372,660 289,325
Long-term debt 484,354 428,315
Deferred income taxes 40,510 36,019
Other non-current liabilities 27,080 27,873
Total liabilities 924,604 781,532
Commitments and contingencies
Stockholders’ equity:
Common stock 200,000,000 shares authorized, $0.01 par value, 49,032,640 and 48,954,482 shares outstanding, respectively 764 759
Additional paid-in capital 656,863 653,978
Retained earnings 100,120 92,111
Accumulated other comprehensive income 14,687 859
Treasury stock at cost, 27,454,978 and 27,013,275 common shares, respectively (430,181) (422,168)
Total stockholders' equity 342,253 325,539
Total liabilities and stockholders’ equity $ 1,266,857 $ 1,107,071

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited - dollars in thousands, except per share amounts)

Three Months Ended March 31,
2022 2021
Net sales $ 546,761 $ 392,003
Cost of sales 488,706 344,837
Gross profit 58,055 47,166
General and administrative expenses 26,332 22,867
Selling expenses 6,209 6,665
Amortization of intangible assets 5,039 5,798
Impairment and other, net 340 621
Income from operations 20,135 11,215
Other income (expense):
Interest expense (4,913) (6,150)
Other, net (71) (14)
Other expense, net (4,984) (6,164)
Income before income tax expense 15,151 5,051
Income tax expense 3,077 1,834
Net income $ 12,074 $ 3,217
Net income per share:
Basic $ 0.25 $ 0.06
Diluted $ 0.24 $ 0.06
Weighted average common shares outstanding (in thousands):
Basic 49,004 52,126
Diluted 49,730 53,044
Dividends declared per share $ 0.08 $ 0.08

WABASH NATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - dollars in thousands)

Three Months Ended March 31,
2022 2021
Cash flows from operating activities
Net income $ 12,074 $ 3,217
Adjustments to reconcile net income to net cash used in operating activities
Depreciation 8,225 6,432
Amortization of intangibles 5,039 5,798
Net gain on sale of property, plant and equipment (645) (193)
Deferred income taxes (50) 661
Stock-based compensation 2,277 2,032
Impairment 986 817
Non-cash interest expense 213 296
Accounts receivable (113,524) (33,059)
Inventories (49,113) (63,422)
Prepaid expenses and other 2,913 (7,031)
Accounts payable and accrued liabilities 98,284 61,789
Other, net (1,246) 259
Net cash used in operating activities $ (34,567) $ (22,404)
Cash flows from investing activities
Cash payments for capital expenditures (9,949) (4,165)
Proceeds from the sale of assets 1,445 203
Net cash used in investing activities $ (8,504) $ (3,962)
Cash flows from financing activities
Proceeds from exercise of stock options 613 1,235
Dividends paid (4,337) (4,253)
Borrowings under revolving credit facilities 56,284 114
Payments under revolving credit facilities (318) (114)
Principal payments under finance lease obligations (59) (85)
Debt issuance costs paid (83)
Stock repurchases (8,013) (19,321)
Net cash provided by (used in) financing activities $ 44,087 $ (22,424)
Cash and cash equivalents:
Net increase (decrease) in cash, cash equivalents, and restricted cash $ 1,016 $ (48,790)
Cash, cash equivalents, and restricted cash at beginning of period 71,778 217,677
Cash, cash equivalents, and restricted cash at end of period $ 72,794 $ 168,887

WABASH NATIONAL CORPORATION

SEGMENTS AND RELATED INFORMATION

(Unaudited - dollars in thousands)

Wabash National Corporation
Three Months Ended March 31, 2022 2021
Units Shipped
New trailers 11,695 9,660
New truck bodies 3,540 4,760
Used trailers 20 40
Three Months Ended March 31, Transportation Solutions Parts & Services Corporate and<br>Eliminations Consolidated
2022
New Trailers $ 437,963 $ 54 $ (311) $ 437,706
Used Trailers 569 569
Components, parts and service 33,564 (1,701) 31,863
Equipment and other 64,102 12,521 76,623
Total net external sales $ 502,065 $ 46,708 $ (2,012) $ 546,761
Gross profit $ 47,682 $ 10,522 $ (149) $ 58,055
Income (loss) from operations $ 31,697 $ 6,789 $ (18,351) $ 20,135
2021
New Trailers $ 268,931 $ $ $ 268,931
Used Trailers 165 847 1,012
Components, parts and service 35,498 (1,711) 33,787
Equipment and other 76,023 12,250 88,273
Total net external sales $ 345,119 $ 48,595 $ (1,711) $ 392,003
Gross profit $ 38,328 $ 10,466 $ (1,628) $ 47,166
Income (loss) from operations $ 16,623 $ 6,384 $ (11,792) $ 11,215

WABASH NATIONAL CORPORATION

SEGMENT AND COMPANY FINANCIAL INFORMATION

(Unaudited - dollars in thousands)

Adjusted Operating Income1 Three Months Ended<br>March 31,
2022 2021
Transportation Solutions
Income from operations $ 31,697 $ 16,623
Adjustments:
N/A
Adjusted operating income 31,697 16,623
Parts & Services
Income from operations 6,789 6,384
Adjustments:
N/A
Adjusted operating income 6,789 6,384
Corporate
Loss from operations (18,351) (11,792)
Adjustments:
N/A
Adjusted operating loss (18,351) (11,792)
Consolidated
Income from operations 20,135 11,215
Adjustments:
N/A
Adjusted operating income $ 20,135 $ 11,215

1 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.

WABASH NATIONAL CORPORATION

RECONCILIATION OF GAAP FINANCIAL MEASURES TO

NON-GAAP FINANCIAL MEASURES

(Unaudited - dollars in thousands, except per share amounts)

Operating EBITDA1: Three Months Ended March 31,
2022 2021
Net income $ 12,074 $ 3,217
Income tax expense 3,077 1,834
Interest expense 4,913 6,150
Depreciation and amortization 13,264 12,230
Stock-based compensation 2,277 2,032
Impairment and other, net 340 621
Other, net 71 14
Operating EBITDA $ 36,016 $ 26,098 Adjusted Net Income2: Three Months Ended March 31,
--- --- --- --- ---
2022 2021
Net income $ 12,074 $ 3,217
Adjustments:
N/A
Adjusted net income $ 12,074 $ 3,217 Adjusted Diluted Earnings Per Share2: Three Months Ended March 31,
--- --- --- --- ---
2022 2021
Diluted earnings per share $ 0.24 $ 0.06
Adjustments:
N/A
Adjusted diluted earnings per share $ 0.24 $ 0.06
Weighted average diluted shares outstanding (in thousands) 49,730 53,044

1 Operating EBITDA is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, impairment and other, net, and other non-operating income and expense (including any loss on debt extinguishment charges). 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.

2 Adjusted net income and adjusted earnings per diluted share reflects no adjustments in either period presented. However, 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.

WABASH NATIONAL CORPORATION

RECONCILIATION OF FREE CASH FLOW1

(Unaudited - dollars in thousands)

Three Months Ended March 31,
2022 2021
Net cash used in operating activities $ (34,567) $ (22,404)
Cash payments for capital expenditures (9,949) (4,165)
Free cash flow1 $ (44,516) $ (26,569)

1 Free cash flow is defined as net cash used in operating activities minus cash payments for 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 item identified above. Management believes the presentation of free cash flow, when combined with the GAAP presentations of cash used in operating activities, is beneficial to an investor’s understanding of the Company’s operating performance.

WABASH NATIONAL CORPORATION

RECONCILIATION OF ADJUSTED SEGMENT EBITDA1

AND ADJUSTED SEGMENT EBITDA MARGIN1

(Unaudited - dollars in thousands)

Transportation Solutions Parts & Services
Three Months Ended March 31, 2022 2021 2022 2021
Income from operations $ 31,697 $ 16,623 $ 6,789 $ 6,384
Depreciation and amortization 11,533 10,386 1,036 1,315
Impairment and other, net (621) 818 (10) (197)
Adjusted segment EBITDA $ 42,609 $ 27,827 $ 7,815 $ 7,502
Adjusted segment EBITDA margin 8.5 % 8.1 % 16.7 % 15.4 %

1 Adjusted segment EBITDA, a non-GAAP financial measure, is calculated by adding back segment depreciation and amortization expense to segment operating income, and excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income under GAAP, but that management would not consider important in evaluating the quality of the Company’s segment operating results as they are not indicative of each segment's core operating results or may obscure trends useful in evaluating the segment's continuing activities. Adjusted segment EBITDA margin is calculated by dividing Adjusted segment EBITDA by segment total net sales.