Wabash National Corporation Announces Second Quarter 2013 Results

Wabash National Corporation Announces Second Quarter 2013 Results 
Q2 2013 GAAP EPS of $0.20 and Non-GAAP Adjusted EPS of $0.21 per
Diluted Share; Operating Income and Operating EBITDA of $30.5 Million
and $42.2 Million, Respectively 
LAFAYETTE, IN -- (Marketwired) -- 07/30/13 --  Wabash National
Corporation (NYSE: WNC) reported second quarter 2013 net income of
$14.1 million, or $0.20 per diluted share on net sales of $413
million compared to second quarter 2012 net income of $1.9 million,
or $0.03 per diluted share on net sales of $362 million. The
Company's second quarter 2013 results include the impact of
non-recurring acquisition expenses and the early extinguishment of
debt related to a $20 million term loan prepayment made in May 2013.
Excluding the impact of these items, non-GAAP adjusted earnings for
the quarter ended June 30, 2013 were $14.7 million, or $0.21 per
diluted share. The second quarter 2012 results also included
non-recurring charges related to the Company's acquisition of Walker
Group Holdings LLC ("Walker"), totaling $13.6 million. Excluding the
impact of these costs, non-GAAP adjusted earnings for the quarter
ended June 30, 2012 were $15.5 million, or $0.23 per diluted share.
If the prior period results were tax affected at 40.0 percent
consistent with the current period, non-GAAP earnings per share would
have been lower by $0.08 per diluted share. Net sales for the second
quarter of 2013 also included a full quarter impact from the Walker
acquisition completed in May 2012 as well as the acquisition of
certain assets of Beall Corporation ("Beall") completed in the first
quarter of 2013. 
The Company reported operating income totaling $30.5 million for the
second quarter of 2013, compared to operating income of $8.6 million
for the second quarter of 2012. Non-GAAP operating EBITDA, which
excludes the effects of certain costs related to the acquisition of
Walker and certain assets of Beall, as well as other recurring and
non-recurring items, for the second quarter of 2013 was $42.2
million, an improvement of $12.6 million compared to the previous
year period. On a trailing twelve months basis, the Company's net
sales increased to approximately $1.56 billion, generating operating
EBITDA of $145.9 million, or 9.4 percent of net sales. The 
improvement in operating performance is attributed to the successful
execution of the Company's growth strategy and disciplined approach
to improving profitability, including an improved mix of
higher-margin trailer orders, diversification into higher margin
opportunities through the acquisitions of Walker and certain assets
of Beall, and operational improvements in our manufacturing
facilities. 
The following is a summary of select operating and financial results
for the past five quarters: 


 
                                                           
                                   Three Months Ended      
                             ------------------------------
                              June 30,     September 30,   
(Dollars in thousands)          2012           2012        
                             ---------     ------------    
                                                           
Net Sales                    $ 362,408     $    405,917    
                                                           
Gross Profit Margin               10.9%            12.3%   
                                                           
Income from Operations       $   8,568 (1) $     27,236 (1)
                                                           
Net Income                   $   1,942 (1) $     18,441 (1)
                                                           
Diluted EPS                  $    0.03     $       0.27    
                                                           
Non-GAAP Measures(3):                                      
Operating EBITDA             $  29,685     $     37,695    
                                                           
Operating EBITDA Margin            8.2%             9.3%   
                                                           
Adjusted Earnings            $  15,542     $     20,887    
                                                           
Adjusted Diluted EPS         $    0.23     $       0.30    
                                                           
 
                                                                            
                                           Three Months Ended               
                            ------------------------------------------------
                             December 31,        March 31,      June 30,    
(Dollars in thousands)           2012               2013          2013      
                             -----------         ---------     ---------    
                                                                            
Net Sales                    $   415,847         $ 324,229     $ 413,126    
                                                                            
Gross Profit Margin                 13.1%             13.0%         14.2%   
                                                                            
Income from Operations       $    29,231 (1)     $  14,856 (1) $  30,452 (1)
                                                                            
Net Income                   $    80,184 (1) (2) $   5,735 (1) $  14,135 (1)
                                                                            
Diluted EPS                  $      1.16         $    0.08     $    0.20    
                                                                            
Non-GAAP Measures(3):                                                       
Operating EBITDA             $    38,834         $  27,134     $  42,246    
                                                                            
Operating EBITDA Margin              9.3%              8.4%         10.2%   
                                                                            
Adjusted Earnings            $    21,678         $   6,106     $  14,697    
                                                                            
Adjusted Diluted EPS         $      0.32         $    0.09     $    0.21    

 
Notes: 


 
                                                                            
(1) Quarterly Income from Operations and Net Income include charges of $13.6
    million, $2.4 million, $0.5 million, $0.6 million and $0.2 million for  
    the quarterly periods beginning with the second quarter of 2012 and     
    ending with the second quarter of 2013, respectively, in connection with
    acquisition related charges associated with the Company's acquisition of
    Walker as well as the purchase of certain assets of Beall.              
(2) Net income for the fourth quarter of 2012 includes an income tax benefit
    of $59.0 million primarily related to the reversal of a U.S. valuation  
    allowance against its deferred tax assets.                              
(3) See "Non-GAAP Measures" below for explanation of the non-GAAP results   
    included above.                                                         

 
Dick Giromini, president and chief executive officer, stated, "We are
very pleased to report such a strong second quarter. Our results were
driven by the broad-based execution of our long-term strategy to
transform Wabash National into a diversified manufacturer, while
implementing operational improvements throughout the business and
enhancing our long-term margin and growth profile through the
integration of strategic acquisitions. The benefits of our
diversification initiatives are evident in our second quarter results
including a more balanced contribution from each of our segments to
both our top-line and bottom-line. In particular, our composite
products exceeded our expectations and recorded the strongest quarter
in its history. We maintained the momentum generated during 2012 and
followed the first quarter with solid growth during the second
quarter, and based on current order rates and industry indicators, we
expect continued strong performance in the second half of the year."  
Mr. Giromini continued, "New trailer shipments for the second quarter
were approximately 11,400, consistent with our previous guidance of
11,000 to 12,000 trailers. We anticipate a significant increase in
customer pickups during the third quarter with trailer shipments
expected to be between 12,500 to 13,500 trailers. We now expect the
full year trailer shipments to be between 45,500 and 47,500 units.
Our backlog increased slightly during the quarter and continues to be
at a healthy level of approximately $680 million as of June 30, 2013.
Longer-term, we believe the demand environment for trailers remains
strong as fleet age, customer profitability, used trailer values,
regulatory compliance and improved access to financing all support
continued demand for new trailers."  
Second Quarter 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 second quarter of 2013
and 2012, respectively. A complete disclosure of the results by
individual segment is included in the tables following this release. 


 
                                                                            
                                    Commercial                              
                                      Trailer     Diversified               
                                     Products      Products       Retail    
                                   ------------  ------------  ------------ 
Three months ended June 30,                                                 
  2013                                                                      
New trailers shipped                     10,700           800           800 
Net sales                          $    265,835  $    135,467  $     48,136 
Gross profit                       $     21,123  $     31,744  $      5,519 
Gross profit margin                         7.9%         23.4%         11.5%
Income from operations             $     14,555  $     19,262  $      1,261 
Income from operations margin               5.5%         14.2%          2.6%
                                                                            
  2012                                                                      
New trailers shipped                     11,700           500           600 
Net sales                          $    280,730  $     72,121  $     38,171 
Gross profit                       $     18,936  $     16,550  $      4,131 
Gross profit margin                         6.7%         22.9%         10.8%
Income from operations             $     13,735  $      9,285  $      1,027 
Income from operations margin               4.9%         12.9%          2.7%

 
Commercial Trailer Products' net sales decreased $14.9 million or 5.3
percent, on 10,700 trailers, or 1,000 fewer trailers than the prior
year period. However, consistent with the Company's efforts to
improve pricing of our products, to recover material cost increases,
and to improve the product mix, the Company's average selling prices
increased $500, or 2.3 percent compared to the prior year period. As
a result, gross margin improved 120 basis points to 7.9 percent
compared to the prior year period. Operating income increased to
$14.6 million, or $0.8 million higher than the second quarter last
year due to improved pricing and operational improvements. 
Diversified Products' net sales increased $63.3 million, or 87.8
percent, with our recent acquisitions of Walker and certain Beall
assets contributing $98 million during the second quarter of 2013 as
compared to $40 million for the previous year quarter. Gross profit
improved $15.2 million compared to the prior year period, while gross
margin increased 50 basis points from 22.9 percent to 23.4 percent,
primarily attributed to the mix effect of Walker being a larger
portion of Diversified Products this year. Operating income increased
107 percent, or $10.0 million, as compared to the same period last
year, primarily due to the full quarter impact of Walker in 2013 as
compared to the partial quarter in 2012 and also due to a strong
quarter from our composite products. 
Retail's net sales increased $10.0 million, or 26.1 percent, and
gross profit improved $1.4 million, gross margins increased 70 basis
points to 11.5 percent, and operating income improved $0.2 million
during the second quarter of 2013 as compared to the previous year
quarter. Results were favorably impacted by the contribution of the
Walker parts and service business as well as an increase in new
trailer shipments of approximately 200 units. 
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 contain non-GAAP financial measures, including Operating
EBITDA, Operating EBITDA margin, adjusted earnings 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, and other
non-operating income and expense, as well as certain charges in
connection with the Company's acquisitions of Walker and certain
assets of Beall. Management believes Operating EBITDA provides useful
information to investors regarding our results of operations. The
Company provides this measure because we believe it is useful for
investors to understand our performance period to period with the
exclusion of the recurring and non-recurring items identified above.
Management believes the presentation of Operating EBITDA, when
combined with the primary GAAP presentation of operating 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. 
Adjusted earnings and adjusted earnings per diluted share reflect
adjustments for non-recurring charges related to the Company's
acquisitions of Walker and certain assets of Beall, the impact of the
release of the valuation allowances recorded against the Company's
net deferred tax assets as well as one-time costs related to losses
incurred on the early extinguishment of debt for the term loan
prepayment made in May 2013. Management believes providing this
measure and excluding the impact of the non-recurring expenses
attributable to the acquisitions of Walker and certain assets of
Beall, the impact of the release of the valuation allowances and
early extinguishment of debt costs facilitates comparisons to the
Company's prior year periods and, when combined with the primary 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 adjusted earnings and adjusted
earnings per diluted share to net income and diluted net income per
share is included in the tables following this release.  
Second Quarter 2013 Conference Call
 Wabash National will conduct a
conference call to review and discuss its second quarter results on
July 31, 2013, at 10:00 a.m. EDT. Access to the live webcast will be
available on the Company's website at www.wabashnation
al.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, 2013. Meeting access also will be available via conference call
at 888-771-4371, participant code 35282310. 
About Wabash National Corporation
 Headquartered in Lafayette,
Indiana, Wabash National Corporation (NYSE: WNC) is a diversified
manufacturer and North America's leading producer of semi trailers
and liquid transportation systems. Established in 1985, the Company
specializes in the design and production of dry freight vans,
refrigerated vans, platform trailers, intermodal equipment, liquid
tank trailers, frac tanks, engineered products, and composite
products. Wabash National operates three wholly-owned subsidiaries:
Transcraft Corporation, Walker Group Holdings LLC, and Wabash
National Trailer Centers, Inc. Its innovative products are sold under
the following brand names: Wabash National(R), Transcraft(R),
Benson(R), DuraPlate(R), ArcticLite(R), Walker Transport, Walker
Stainless Equipment, Walker Defense Group, Walker Barrier Systems,
Walker Engineered Products, Brenner(R) Tank, Garsite, Progress Tank,
TST, Bulk Tank International, Beall(R) and Extract Technology(R). To
learn more, visit www.wabashnational.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, statements regarding our
outlook for new trailer shipments and Operating EBITDA, backlog,
expectations regarding trailer demand levels, improved profitability
and earnings capacity, customer pickup expectations, opportunity to
capture higher margin sales, and the benefits of the acquisitions of
Walker and certain assets of Beall. 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 uncertain
economic conditions including the possibility that demand
expectations may not result in order increases for us, 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, dependence on
industry trends and timing, costs of indebtedness incurred in
connection with the acquisition of Walker and the failure to achieve
the benefit of the Walker acquisition and Beall asset purchase.
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     Six Months Ended   
                                       June 30,              June 30,       
                                 --------------------  -------------------- 
                                    2013       2012       2013       2012   
                                 ---------  ---------  ---------  --------- 
                                                                            
Net sales                        $ 413,126  $ 362,408  $ 737,355  $ 640,090 
Cost of sales                      354,273    322,727    636,316    580,680 
                                 ---------  ---------  ---------  --------- 
  Gross profit                      58,853     39,681    101,039     59,410 
                                                                            
General and administrative                                                  
 expenses                           14,974      9,953     28,649     18,321 
Selling expenses                     7,734      5,482     15,401      8,978 
Amortization of intangibles          5,454      3,454     10,824      4,192 
Acquisition expenses                   239     12,224        857     13,902 
                                 ---------  ---------  ---------  --------- 
  Income from operations            30,452      8,568     45,308     14,017 
                                                                            
Other income (expense):                                                     
  Interest expense                  (6,577)    (5,441)   (14,112)    (6,174)
  Other, net                          (333)       (56)     1,905        (60)
                                 ---------  ---------  ---------  --------- 
  Income before income taxes        23,542      3,071     33,101      7,783 
Income tax expense                   9,407      1,129     13,231        777 
                                 ---------  ---------  ---------  --------- 
Net income                       $  14,135  $   1,942  $  19,870  $   7,006 
                                 =========  =========  =========  ========= 
Basic and diluted net income per                                            
 share                           $    0.20  $    0.03  $    0.29  $    0.10 
                                 =========  =========  =========  ========= 
                                                                            
Comprehensive income                                                        
  Net income                     $  14,135  $   1,942  $  19,870  $   7,006 
  Foreign currency translation                                              
   adjustment                          (88)       106       (343)       106 
                                 ---------  ---------  ---------  --------- 
Net comprehensive income         $  14,047  $   2,048  $  19,527  $   7,112 
                                 =========  =========  =========  ========= 
                                                                            
                                                                            
Basic net income per share:                                                 
  Net income applicable to                                                  
   common stockholders           $  14,135  $   1,942  $  19,870  $   7,006 
  Undistributed earnings                                                    
   allocated to participating                                               
   securities                         (112)       (16)      (169)       (60)
                                 ---------  ---------  ---------  --------- 
  Net income applicable to                                                  
   common stockholders excluding                                            
   amounts applicable to                                                    
   participating securities      $  14,023  $   1,926  $  19,701  $   6,946 
                                 =========  =========  =========  ========= 
  Weighted average common shares                                            
   outstanding                      68,442     68,323     68,419     68,284 
                                 =========  =========  =========  ========= 
  Basic net income per share     $    0.20  $    0.03  $    0.29  $    0.10 
                                 =========  =========  =========  ========= 
                                                                            
Diluted net income per share:                                               
  Net income applicable to                                                  
   common stockholders           $  14,135  $   1,942  $  19,870  $   7,006 
  Undistributed earnings                                                    
   allocated to participating                                               
   securities                         (112)       (16)      (169)       (60)
                                 ---------  ---------  ---------  --------- 
  Net income applicable to                                                  
   common stockholders excluding                                            
   amounts applicable to                                                    
   participating securities      $  14,023  $   1,926  $  19,701  $   6,946 
                                 =========  =========  =========  ========= 
                                                                            
  Weighted average common shares                                            
   outstanding                      68,442     68,323     68,419     68,284 
  Dilutive stock options and                                                
   restricted stock                    416        202        425        287 
                                 ---------  ---------  ---------  --------- 
  Diluted weighted average                                                  
   common shares outstanding        68,858     68,525     68,844     68,571 
                                 =========  =========  =========  ========= 
  Diluted net income per share   $    0.20  $    0.03  $    0.29  $    0.10 
                                 =========  =========  =========  ========= 
                                                                            
                                                                            
                                                                            
                         WABASH NATIONAL CORPORATION                        
                      SEGMENTS AND RELATED INFORMATION                      
                           (Dollars in thousands)                           
                                 (Unaudited)                                
                                                                            
                  Commercial                        Corporate               
Three Months        Trailer  Diversified               and                  
 Ended June 30,    Products    Products   Retail  Eliminations  Consolidated
                  ---------- ----------- -------- ------------  ------------
  2013                                                                      
New trailers                                                                
 shipped              10,700         800      800         (900)       11,400
Used trailers                                                               
 shipped                 700           -      400            -         1,100
                                                                            
New Trailers      $  254,674 $    51,232 $ 22,864 $    (21,826) $    306,944
Used Trailers          6,265         671    3,657            -        10,593
Components, parts                                                           
 and service           2,598      33,761   20,225       (3,682)       52,902
Equipment and                                                               
 other                 2,298      49,803    1,390      (10,804)       42,687
                  ---------- ----------- -------- ------------  ------------
  Total net                                                                 
   external sales $  265,835 $   135,467 $ 48,136 $    (36,312) $    413,126
                                                                            
Gross profit      $   21,123 $    31,744 $  5,519 $        467  $     58,853
Income (Loss)                                                               
 from operations  $   14,555 $    19,262 $  1,261 $     (4,626) $     30,452
                                                                            
  2012                                                                      
New trailers                                                                
 shipped              11,700         500      600         (700)       12,100
Used trailers                                                               
 shipped                 700           -      400            -         1,100
                                                                            
New Trailers      $  272,651 $    21,007 $ 16,513 $    (17,108) $    293,063
Used Trailers          4,825         293    4,294            -         9,412
Components, parts                                                           
 and service           1,086      23,196   16,370       (3,202)       37,450
Equipment and                                                               
 other                 2,168      27,625      994       (8,304)       22,483
                  ---------- ----------- -------- ------------  ------------
  Total net                                                                 
   external sales $  280,730 $    72,121 $ 38,171 $    (28,614) $    362,408
                                                                            
Gross profit      $   18,936 $    16,550 $  4,131 $         64  $     39,681
Income (Loss)                                                               
 from operations  $   13,735 $     9,285 $  1,027 $    (15,479) $      8,568
                                                                            
Six Months Ended                                                            
 June 30,                                                                   
  2013                                                                      
New trailers                                                                
 shipped              18,700       1,400    1,500       (1,600)       20,000
Used trailers                                                               
 shipped               1,400         100      600            -         2,100
                                                                            
New Trailers      $  443,652 $    94,753 $ 39,807 $    (35,802) $    542,410
Used Trailers         11,315       1,620    6,310           (5)       19,240
Components, parts                                                           
 and service           5,417      54,823   40,188       (6,239)       94,189
Equipment and                                                               
 other                 3,526      96,287    2,674      (20,971)       81,516
                  ---------- ----------- -------- ------------  ------------
  Total net                                                                 
   external sales $  463,910 $   247,483 $ 88,979 $    (63,017) $    737,355
                                                                            
Gross profit      $   32,757 $    57,672 $ 10,399 $        211  $    101,039
Income (Loss)                                                               
 from operations  $   19,873 $    32,782 $  2,134 $     (9,481) $     45,308
                                                                            
  2012                                                                      
New trailers                                                                
 shipped              22,100         500    1,000       (1,200)       22,400
Used trailers                                                               
 shipped               1,300           -      800            -         2,100
                                                                            
New Trailers      $  507,740 $    21,007 $ 26,404 $    (26,898) $    528,253
Used Trailers          8,973         293    7,731            -        16,997
Components, parts                                                           
 and service           1,675      39,849   28,139       (5,635)       64,028
Equipment and                                                               
 other                 5,722      42,562    1,017      (18,489)       30,812
                  ---------- ----------- -------- ------------  ------------
  Total net                                                                 
   external sales $  524,110 $   103,711 $ 63,291 $    (51,022) $    640,090
                                                                            
Gross profit      $   30,577 $    23,008 $  6,610 $       (785) $     59,410
Income (Loss)                                                               
 from operations  $   19,922 $    14,669 $    952 $    (21,526) $     14,017
                                                                            
                                                                            
                                                                            
                         WABASH NATIONAL CORPORATION                        
                    CONDENSED CONSOLIDATED BALANCE SHEETS                   
                           (Dollars in thousands)                           
                                                                            
                                                    June 30,    December 31,
                                                      2013          2012    
                                                 ------------- -------------
                                                  (Unaudited)               
                                   ASSETS                                   
Current assets                                                              
  Cash                                           $      45,415 $      81,449
  Accounts receivable                                  124,600        96,590
  Inventories                                          243,688       189,487
  Deferred income taxes                                 41,840        42,330
  Prepaid expenses and other                             5,579         8,239
                                                 ------------- -------------
    Total current assets                         $     461,122 $     418,095
                                                                            
Property, plant and equipment                          138,474       132,146
                                                                            
Deferred income taxes                                    9,255        21,894
                                                                            
Goodwill                                               150,282       146,444
                                                                            
Intangible assets                                      170,012       171,990
                                                                            
Other assets                                            10,299        12,057
                                                 ------------- -------------
                                                 $     939,444 $     902,626
                                                 ============= =============
                                                                            
                    LIABILITIES AND STOCKHOLDERS' EQUITY                    
Current liabilities                                                         
  Current portion of long-term debt              $       3,923 $       3,381
  Current portion of capital lease obligations           1,658         1,140
  Accounts payable                                     126,027        87,299
  Other accrued liabilities                             93,992       104,873
                                                 ------------- -------------
    Total current liabilities                    $     225,600 $     196,693
                                                                            
Long-term debt                                         397,171       416,849
                                                                            
Capital lease obligations                                7,275         3,781
                                                                            
Deferred income taxes                                    1,009         1,065
                                                                            
Other noncurrent liabilities                            16,729        15,511
                                                                            
Commitments and contingencies                                               
                                                                            
Stockholders' equity                                   291,660       268,727
                                                 ------------- -------------
                                                 $     939,444 $     902,626
                                                 ============= =============
                                                                            
                                                                            
                                                                            
                        WABASH NATIONAL CORPORATION                         
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS               
                           (Dollars in thousands)                           
                                (Unaudited)                                 
                                                                            
                                                  Six Months Ended June 30, 
                                                  ------------------------- 
                                                      2013         2012     
                                                  ------------ ------------ 
                                                                            
Cash flows from operating activities                                        
  Net income                                      $     19,870 $      7,006 
  Adjustments to reconcile net income to net cash                           
   provided by (used in) operating activities                               
    Depreciation                                         8,483        6,640 
    Amortization of intangibles                         10,824        4,192 
    Loss on debt extinguishment                            698            - 
    Deferred income taxes                               13,073          673 
    Stock-based compensation                             3,908        2,151 
    Accretion of debt discount                           2,268          777 
    Changes in operating assets and liabilities                             
      Accounts receivable                              (27,933)      (4,822)
      Inventories                                      (53,255)     (20,285)
      Prepaid expenses and other                           160       (1,450)
      Accounts payable and accrued liabilities          26,592       (4,835)
      Other, net                                         1,952       (1,524)
                                                  ------------ ------------ 
        Net cash provided by (used in) operating                            
         activities                               $      6,640 $    (11,477)
                                                                            
Cash flows from investing activities                                        
  Capital expenditures                                  (6,579)      (3,589)
  Acquisition, net of cash acquired                    (15,985)    (364,012)
  Other                                                  2,500            - 
                                                  ------------ ------------ 
        Net cash used in investing activities     $    (20,064)$   (367,601)
                                                                            
Cash flows from financing activities                                        
  Proceeds from exercise of stock options                  191          186 
  Borrowings under revolving credit facilities             651      194,179 
  Payments under revolving credit facilities              (651)    (234,180)
  Principal payments under capital lease                                    
   obligations                                            (884)      (1,142)
  Proceeds from issuance of convertible senior                              
   notes                                                     -      145,500 
  Proceeds from issuance of term loan credit                                
   facility, net of issuance costs                           -      292,500 
  Principal payments under term loan credit                                 
   facility                                            (20,750)        (750)
  Principal payments under industrial revenue bond        (151)           - 
  Debt issuance costs paid                                (981)      (5,026)
  Stock repurchase                                         (35)        (564)
                                                  ------------ ------------ 
        Net cash (used in) provided by financing                            
         activities                               $    (22,610)$    390,703 
                                                  ------------ ------------ 
                                                                            
Net (decrease) increase in cash                   $    (36,034)$     11,625 
Cash at beginning of period                             81,449   
    19,976 
                                                  ------------ ------------ 
Cash at end of period                             $     45,415 $     31,601 
                                                  ============ ============ 
                                                                            
                                                                            
                                                                            
                         WABASH NATIONAL CORPORATION                        
                RECONCILIATION OF GAAP FINANCIAL MEASURES TO                
                         NON-GAAP FINANCIAL MEASURES                        
              (Dollars in thousands, except per share amounts)              
                                 (Unaudited)                                
                                                                            
Operating EBITDA:                                                           
                                   Three Months Ended     Six Months Ended  
                                        June 30,              June 30,      
                                 --------------------- ---------------------
                                    2013       2012       2013       2012   
                                 ---------- ---------- ---------  ----------
Net income                       $   14,135 $    1,942 $  19,870  $    7,006
Income tax expense                    9,407      1,129    13,231         777
Interest expense                      6,577      5,441    14,112       6,174
Depreciation and amortization         9,531      7,063    19,307      10,832
Stock-based compensation              2,024        754     3,908       2,151
Acquisition expenses and related                                            
 charges                                239     13,300       857      14,978
Other non-operating expense                                                 
 (income)                               333         56    (1,905)         60
                                 ---------- ---------- ---------  ----------
Operating EBITDA                 $   42,246 $   29,685 $  69,380  $   41,978
                                 ========== ========== =========  ==========
                                                                            
                                                                            
                                                                            
                                               Three Months Ended           
                                    --------------------------------------- 
                                    September 30,  December 31,   March 31, 
                                         2012          2012         2013    
                                    -------------  ------------  ---------- 
Net income                          $      18,441  $     80,184  $    5,735 
Income tax expense (benefit)                1,246       (58,991)      3,824 
Interest expense                            7,760         7,790       7,535 
Depreciation and amortization               7,003         7,730       9,776 
Stock-based compensation                    1,460         1,538       1,884 
Acquisition expenses and related                                            
 charges                                    1,996           335         618 
Other non-operating (income)                                                
 expense                                     (211)          248      (2,238)
                                    -------------  ------------  ---------- 
Operating EBITDA                    $      37,695  $     38,834  $   27,134 
                                    =============  ============  ========== 
                                                                            
                                                                            
Adjusted Earnings:                                                          
                     Three Months Ended June 30,  Six Months Ended June 30, 
                     --------------------------- ---------------------------
                          2013          2012          2013          2012    
                     ------------- ------------- ------------- -------------
                              Per           Per           Per           Per 
                        $    Share    $    Share    $    Share    $    Share
                     ------- ----- ------- ----- ------- ----- ------- -----
                                                                            
Net Income           $14,135 $0.21 $ 1,942 $0.03 $19,870 $0.29 $ 7,006 $0.10
                                                                            
Adjustments:                                                                
 Loss on debt                                                               
  extinguishment,                                                           
  net of taxes           419  0.01       -     -     419  0.01       -     -
 Acquisition                                                                
  expenses, net of                                                          
  taxes                  143     -  12,224  0.18     514  0.01  13,902  0.20
 Impact of acquired                                                         
  profit in                                                                 
  inventories and                                                           
  short term                                                                
  intangible                                                                
  amortization             -     -   1,376  0.02       -     -   1,376  0.02
                     ------- ----- ------- ----- ------- ----- ------- -----
                                                                            
Adjusted earnings    $14,697 $0.21 $15,542 $0.23 $20,803 $0.30 $22,284 $0.32
                     ======= ===== ======= ===== ======= ===== ======= =====
                                                                            
                                                                            
                                                                            
                                        Three Months Ended                  
                     -------------------------------------------------------
                     September 30, 2012 December 31, 2012    March 31, 2013 
                     ------------------ -----------------  -----------------
                                  Per               Per                Per  
                         $       Share      $      Share       $      Share 
                     --------- -------- --------  -------  -------- --------
                                                                            
Net Income           $  18,441 $   0.27 $ 80,184  $  1.17  $  5,735 $   0.08
                                                                            
Adjustments:                                                                
  Income tax benefit         -        -  (58,991)   (0.86)        -        -
  Acquisition                                                               
   expenses, net of                                                         
   taxes                   172        -      335        -       371     0.01
  Impact of acquired                                                        
   profit in                                                                
   inventories and                                                          
   short term                                                               
   intangible                                                               
   amortization          2,274     0.03      150        -         -        -
                     --------- -------- --------  -------  -------- --------
                                                                            
Adjusted earnings    $  20,887 $   0.30 $ 21,678  $  0.32  $  6,106 $   0.09
                     ========= ======== ========  =======  ======== ========

  
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(765) 771-5555 
Investor Relations:
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(765) 771-5310