false000087952600008795262024-10-242024-10-24


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) October 24, 2024
 
WABASH NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Delaware001-1088352-1375208
(State or other jurisdiction
of Incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
 
3900 McCarty Lane
LafayetteIndiana47905
(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 October 24, 2024, Wabash National Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2024. 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
  
104Cover 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: October 24, 2024By:/s/ Patrick Keslin
  Patrick Keslin
  Senior Vice President and Chief Financial Officer



wabash-logoxblue.jpg  
Media Contact:
Dana Stelsel
Director, Communications
(765) 771-5766
dana.stelsel@onewabash.com


Investor Relations:
Ryan Reed
VP, Corporate Development & IR
(765) 490-5664
ryan.reed@onewabash.com
 
Wabash Announces Third Quarter 2024 Results

▪Quarterly revenue of $464 million; within prior quarterly outlook range
▪Non-cash charge of $450 million taken in connection with legal verdict. Believe outcome is unsupported by facts or the law; evaluating all available legal options
▪GAAP operating loss of $433 million or Non-GAAP adjusted operating income of $17.0 million
▪Quarterly GAAP EPS of $(7.53) or Non-GAAP adjusted EPS of $0.19
▪Total backlog of $1.0 billion; Anticipate greater order flow toward the later stages of normal seasonality
▪2024 revenue outlook reduced to $1.95B, Non-GAAP adjusted EPS outlook reduced to $1.25, excluding impact of legal charge

LAFAYETTE, Ind. – October 24, 2024 – Wabash (NYSE: WNC), the innovation leader of connected solutions for the transportation, logistics and distribution industries, today reported results for the quarter ended September 30, 2024.
The Company's net sales for the third quarter of 2024 were $464.0 million, reflecting a 26.7% decrease compared to the same quarter of the previous year. The Company achieved consolidated gross profit of $56.0 million, equivalent to 12.1% of sales. GAAP operating loss amounted to $433.0 million as the company recognized a $450 million non-cash charge in connection with a legal verdict. Non-GAAP adjusted operating income was $17.0 million for the quarter, representing 3.7% of sales. Third quarter GAAP diluted earnings per share was $(7.53) or $0.19 on a Non-GAAP adjusted basis.
As of September 30, 2024, total Company backlog stood at approximately $1.0 billion, a decrease of 22% compared to the second quarter of 2024 as new order activity remained modest. While orders typically show a seasonal increase during the second half of the calendar year, it is usual for third quarter backlog to contract, with Q3 showing a sequential decline in 6 of the 10 years prior to 2024.
"During the third quarter, our GAAP EPS was $(7.53), primarily as a result of taking a $450 million non-cash charge as the result of a legal verdict, while non-GAAP adjusted EPS was $0.19," said Brent Yeagy, president and chief executive officer. "We firmly believe the outcome in this case is unsupported by the facts or the law. Additionally, the jury was not permitted to hear key evidence in the case. While we wait for the court to enter a final judgement for purposes of appeal, we are evaluating all of the legal options available to us. This situation will inevitably take time to be fully resolved, though we do not expect this verdict to impact our capital allocation priorities and strategy."
For the full-year ending December 31, 2024, the Company reduced its revenue outlook to roughly $1.95 billion and reduced its Non-GAAP adjusted EPS guidance to approximately $1.25.



“As customers continue to carefully manage their capital expenditure plans, we are rebalancing demand against capacity needs," explained Yeagy. "As a result, we have reduced our implied guidance for the fourth quarter. That said, as we continue to negotiate orders for 2025, we believe industry volumes for dry van trailers should be reasonably similar to 2024, while we expect to see improvement in parts & services, truck body, and tank trailers. We believe Wabash is well-positioned to capitalize on the next period of freight expansion and we are focused on continuing our progress toward achieving outsized strategic growth that is both more resilient and more profitable."
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 third quarter of 2024 and 2023. A complete disclosure of the results by individual segment is included in the tables following this release.
Wabash National Corporation
Three Months Ended September 30,20242023
New Units Shipped
Trailers7,58510,765
Truck bodies3,6304,160
 Transportation SolutionsParts & Services
Three Months Ended September 30,2024202320242023
(Unaudited, dollars in thousands)
Net sales$415,506$582,870$52,324$56,441
Gross profit$44,938$107,549$11,071$15,361
Gross profit margin10.8%18.5%21.2%27.2%
Income from operations$29,162$89,413$8,316$12,358
Income from operations margin7.0%15.3%15.9%21.9%
During the third quarter, Transportation Solutions generated net sales of $415.5 million, a decrease of 28.7% compared to the same quarter of the previous year. Operating income for the quarter amounted to $29.2 million, representing 7.0% of sales.
Parts & Services' net sales for the third quarter were $52.3 million, a decrease of 7.3% compared to the prior year quarter. Operating income for the quarter amounted to $8.3 million, or 15.9% of sales.
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 adjusted EBITDA, free cash flow, adjusted operating income and margin, adjusted net income attributable to common stockholders, adjusted diluted 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 (loss) income, and reconciliations to GAAP financial statements should be carefully evaluated.
Adjusted EBITDA includes noncontrolling interest & excludes loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, the Missouri legal matter, impairment and other, net, and other non-operating income and expense (including any loss on debt extinguishment charges). Management believes providing adjusted 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 adjusted EBITDA, when combined with the GAAP presentations of operating (loss) income and net (loss) income, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of adjusted EBITDA to net (loss) income, the most comparable GAAP financial measure, is included in the tables following this release.


Free cash flow is defined as net cash provided by operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets. 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 provided by operating activities, the most comparable GAAP financial measure, 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 (loss) 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. Adjusted operating income margin is calculated by dividing adjusted operating income by total net sales. A reconciliation of adjusted operating income to operating (loss) income, the most comparable GAAP financial measure, is included in the tables following this release.
Adjusted net income attributable to common stockholders and adjusted diluted earnings per share reflect an adjustment for the Missouri legal matter and the related tax effect of that adjustment. 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 (loss) income and diluted net (loss) income per share, is beneficial to an investor’s understanding of the Company’s performance. A reconciliation of adjusted net income attributable to common stockholders and adjusted diluted earnings per share to net (loss) income attributable to common stockholders and diluted (loss) earnings per share, the most comparable GAAP financial measures, are included in the tables following this release.
Adjusted segment EBITDA, a non-GAAP financial measure, includes noncontrolling interest & excludes loss from unconsolidated entity and 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, the most comparable GAAP financial measure, is included in the tables following this release.
Information reconciling any forward-looking Adjusted EBITDA, Adjusted Operating Income, Adjusted Operating Income Margin, Free Cash Flow, Adjusted EBITDA Margin, and Adjusted EPS to GAAP financial measures is unavailable to us without unreasonable effort. We cannot provide reconciliations of the above noted forward looking non-GAAP measures to GAAP financial measures because certain items required for such reconciliations are outside of our control and/or cannot be reasonably predicted. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flows, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to us without unreasonable effort.
Third Quarter 2024 Conference Call
Wabash will discuss its results during its quarterly investor conference call on Thursday, October 24, 2024, beginning at 12:00 p.m. EDT. The call and an accompanying slide presentation will be accessible on the "Investors" section of the Company’s website at www.onewabash.com. The conference call will also be accessible by dialing (800) 715-9871, conference ID 9986205. 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 www.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 the risks related to the Missouri product liability action and the unfavorable jury verdict, the highly cyclical nature of our business, uncertain economic conditions including the possibility that customer demand may not meet our expectations, our backlog may not reflect future sales of our products, 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, costs of indebtedness, and our ability to execute on our long-term strategic plan. 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)
 
September 30,
2024		December 31,
2023
Assets
Current assets:
Cash and cash equivalents$81,842 $179,271 
Accounts receivable, net238,657 182,990 
Inventories, net260,599 267,635 
Prepaid expenses and other58,388 51,457 
Total current assets639,486 681,353 
Property, plant, and equipment, net342,578 325,444 
Goodwill188,436 188,409 
Deferred income tax asset98,003 — 
Intangible assets, net77,357 86,418 
Investment in unconsolidated entity— 1,647 
Other assets109,476 79,543 
Total assets$1,455,336 $1,362,814 
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt$— $— 
Accounts payable187,626 156,608 
Other accrued liabilities151,657 195,601 
Total current liabilities339,283 352,209 
Long-term debt396,970 396,465 
Deferred income taxes— 17,013 
Other non-current liabilities517,904 47,028 
Total liabilities1,254,157 812,715 
Commitments and contingencies
Noncontrolling interest659 603 
Wabash National Corporation stockholders’ equity:
Common stock 200,000,000 shares authorized, $0.01 par value, 43,336,755 and 45,393,260 shares outstanding, respectively781 774 
Additional paid-in capital687,801 677,886 
Retained earnings109,995 403,923 
Accumulated other comprehensive losses(3,125)(428)
Treasury stock at cost, 34,796,209 and 32,128,755 common shares, respectively(594,932)(532,659)
Total Wabash National Corporation stockholders' equity200,520 549,496 
Total liabilities, noncontrolling interest, and equity$1,455,336 $1,362,814 



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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net sales$464,040 $632,828 $1,529,926 $1,940,400 
Cost of sales408,031 509,918 1,307,813 1,550,436 
Gross profit56,009 122,910 222,113 389,964 
General and administrative expenses479,051 35,836 549,693 109,194 
Selling expenses7,125 6,086 22,103 20,164 
Amortization of intangible assets2,912 3,204 9,061 9,610 
Impairment and other, net(51)147 946 149 
(Loss) income from operations(433,028)77,637 (359,690)250,847 
Other income (expense):
Interest expense(4,958)(4,932)(14,894)(14,913)
Other, net1,384 844 4,565 1,706 
Other expense, net(3,574)(4,088)(10,329)(13,207)
Loss from unconsolidated entity(1,677)— (4,578)— 
(Loss) income before income tax expense(438,279)73,549 (374,597)237,640 
Income tax (benefit) expense(108,406)18,068 (92,215)56,289 
Net (loss) income(329,873)55,481 (282,382)181,351 
Net income attributable to noncontrolling interest293 152 659 481 
Net (loss) income attributable to common stockholders$(330,166)$55,329 $(283,041)$180,870 
Net (loss) income attributable to common stockholders per share:
Basic$(7.53)$1.18 $(6.33)$3.82 
Diluted$(7.53)$1.16 $(6.33)$3.74 
Weighted average common shares outstanding (in thousands):
Basic43,832 46,906 44,700 47,373 
Diluted43,832 47,755 44,700 48,348 
Dividends declared per share$0.08 $0.08 $0.24 $0.24 



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

Nine Months Ended September 30,
20242023
Cash flows from operating activities
Net (loss) income$(282,382)$181,351 
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Depreciation31,333 23,075 
Amortization of intangibles9,061 9,610 
Net (gain) loss on sale of property, plant and equipment(32)149 
Deferred income taxes(115,065)9,924 
Stock-based compensation9,915 8,812 
Non-cash interest expense719 710 
Equity in loss of unconsolidated entity4,578 — 
Impairment994 — 
Changes in operating assets and liabilities
Accounts receivable(55,667)44,396 
Inventories7,036 (100,422)
Prepaid expenses and other(2,652)(11,820)
Accounts payable and accrued liabilities(23,990)39,277 
Other, net452,540 (464)
Net cash provided by operating activities36,388 204,598 
Cash flows from investing activities
Cash payments for capital expenditures(50,843)(85,071)
Expenditures for revenue generating assets(1,435)(3,961)
Proceeds from the sale of assets2,844 — 
Investment in unconsolidated entities(10,200)— 
Net cash used in investing activities(59,634)(89,032)
Cash flows from financing activities
Proceeds from exercise of stock options7 155 
Dividends paid(11,309)(12,157)
Borrowings under revolving credit facilities688 103,992 
Payments under revolving credit facilities(688)(103,992)
Debt issuance costs paid(5)(110)
Stock repurchases(62,273)(55,899)
Distribution to noncontrolling interest(603)(512)
Net cash used in financing activities(74,183)(68,523)
Cash and cash equivalents:
Net (decrease) increase in cash, cash equivalents, and restricted cash(97,429)47,043 
Cash, cash equivalents, and restricted cash at beginning of period179,271 58,245 
Cash, cash equivalents, and restricted cash at end of period$81,842 $105,288 
Supplemental disclosures of cash flow information:
Cash paid for interest$9,593 $9,743 
Net cash paid for income taxes$35,461 $69,788 
Period end balance of payables for property, plant, and equipment$16,072 $7,517 



WABASH NATIONAL CORPORATION
SEGMENTS AND RELATED INFORMATION
(Unaudited - dollars in thousands)


Wabash National Corporation
Three Months Ended September 30,20242023
Units Shipped
New trailers7,585 10,765 
New truck bodies3,630 4,160 
Used trailers10 25 
Three Months Ended September 30,Transportation SolutionsParts & ServicesCorporate and
Eliminations		Consolidated
2024
New Trailers$308,577 $— $(1,661)$306,916 
Used Trailers71 396 (71)396 
Components, parts and service— 31,539 — 31,539 
Equipment and other106,858 20,389 (2,058)125,189 
Total net external sales$415,506 $52,324 $(3,790)$464,040 
Gross profit$44,938 $11,071 $— $56,009 
Income (loss) from operations$29,162 $8,316 $(470,506)$(433,028)
Adjusted income (loss) from operations1
$29,162 $8,316 $(20,506)$16,972 
2023
New Trailers$477,802 $— $(2,216)$475,586 
Used Trailers— 1,340 — 1,340 
Components, parts and service— 38,091 — 38,091 
Equipment and other105,068 17,010 (4,267)117,811 
Total net external sales$582,870 $56,441 $(6,483)$632,828 
Gross profit$107,549 $15,361 $— $122,910 
Income (loss) from operations$89,413 $12,358 $(24,134)$77,637 
Adjusted income (loss) from operations1
$89,413 $12,358 $(24,134)$77,637 





1 Adjusted operating income (loss), a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income (loss) 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 (loss) 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 (loss) to provide investors with a better understanding of the Company’s view of our results as compared to prior periods.










WABASH NATIONAL CORPORATION
SEGMENTS AND RELATED INFORMATION
(Unaudited - dollars in thousands)


Wabash National Corporation
Nine Months Ended September 30,20242023
Units Shipped
New trailers25,330 34,375 
New truck bodies11,245 11,995 
Used trailers45 55 
Nine Months Ended September 30,Transportation SolutionsParts & ServicesCorporate and
Eliminations		Consolidated
2024
New Trailers$1,057,880 $— $(3,162)$1,054,718 
Used Trailers71 2,884 (71)2,884 
Components, parts and service— 101,622 — 101,622 
Equipment and other326,688 51,953 (7,939)370,702 
Total net external sales$1,384,639 $156,459 $(11,172)$1,529,926 
Gross profit$182,738 $39,375 $— $222,113 
Income (loss) from operations$130,335 $30,923 $(520,948)$(359,690)
Adjusted income (loss) from operations1
$130,335 $30,923 $(70,948)$90,310 
2023
New Trailers$1,486,587 $— $(4,580)$1,482,007 
Used Trailers— 2,396 — 2,396 
Components, parts and service— 113,567 — 113,567 
Equipment and other305,036 49,684 (12,290)342,430 
Total net external sales$1,791,623 $165,647 $(16,870)$1,940,400 
Gross profit$345,098 $44,866 $— $389,964 
Income (loss) from operations$292,335 $34,504 $(75,992)$250,847 
Adjusted income (loss) from operations1
$292,335 $34,504 $(75,992)$250,847 








1 Adjusted operating income (loss), a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating income (loss) 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 (loss) 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 (loss) to provide investors with a better understanding of the Company’s view of our results as compared to prior periods.


WABASH NATIONAL CORPORATION
SEGMENT AND COMPANY FINANCIAL INFORMATION
(Unaudited - dollars in thousands)


Adjusted Operating Income1
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Transportation Solutions
Income from operations$29,162 $89,413 $130,335 $292,335 
Adjustments:
N/A— — — — 
Adjusted operating income29,162 89,413 130,335 292,335 
Parts & Services
Income from operations8,316 12,358 30,923 34,504 
Adjustments:
N/A— — — — 
Adjusted operating income8,316 12,358 30,923 34,504 
Corporate
Loss from operations(470,506)(24,134)(520,948)(75,992)
Adjustments:
Missouri legal matter450,000 — 450,000 — 
Adjusted operating loss(20,506)(24,134)(70,948)(75,992)
Consolidated
(Loss) income from operations(433,028)77,637 (359,690)250,847 
Adjustments:
Missouri legal matter450,000 — 450,000 — 
Adjusted operating income$16,972 $77,637 $90,310 $250,847 



1 Adjusted operating income (loss), a non-GAAP financial measure, excludes certain costs, expenses, other charges, gains or income that are included in the determination of operating (loss) 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 (loss) 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 (loss) 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)

Adjusted EBITDA1:
Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Net (loss) income$(329,873)$55,481 $(282,382)$181,351 
Income tax (benefit) expense(108,406)18,068 (92,215)56,289 
Interest expense4,958 4,932 14,894 14,913 
Depreciation and amortization13,930 12,519 40,394 32,685 
Stock-based compensation3,297 3,131 9,915 8,812 
Missouri legal matter450,000 — 450,000 — 
Impairment and other, net(51)147 946 149 
Other, net(1,384)(844)(4,565)(1,706)
Loss from unconsolidated entity1,677 — 4,578 — 
Adjusted EBITDA$34,148 $93,434 $141,565 $292,493 
Adjusted Net Income Attributable to Common Stockholders2:
Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Net (loss) income attributable to common stockholders$(330,166)$55,329 $(283,041)$180,870 
Adjustments:
Missouri legal matter450,000 — 450,000 — 
Tax effect of aforementioned items(111,213)— (111,213)— 
Adjusted net income attributable to common stockholders$8,621 $55,329 $55,746 $180,870 
Adjusted Diluted Earnings Per Share2:
Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Diluted (loss) earnings per share$(7.53)$1.16 $(6.33)$3.74 
Adjustments:
Missouri legal matter10.26 — 10.06 — 
Tax effect of aforementioned items(2.54)— (2.50)— 
Adjusted diluted earnings per share$0.19 $1.16 $1.23 $3.74 
Weighted average diluted shares outstanding (in thousands)3
44,287 47,755 45,242 48,348 

1 Adjusted EBITDA includes noncontrolling interest & excludes loss from unconsolidated entity and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, the Missouri legal matter, impairment and other, net, and other non-operating income and expense (including any loss on debt extinguishment charges). Management believes providing adjusted 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 adjusted EBITDA, when combined with the GAAP presentations of operating (loss) income and net (loss) income, is beneficial to an investor’s understanding of the Company’s operating performance.
2 Adjusted net income attributable to common stockholders and adjusted diluted earnings per share reflect an adjustment for the Missouri legal matter and the related tax effect of that adjustment.
3 Weighted average diluted shares outstanding differ from the GAAP presentation on the Company's Condensed Consolidated Statement of Operations due to the Company being in a loss position on an unadjusted basis.



WABASH NATIONAL CORPORATION
RECONCILIATION OF FREE CASH FLOW1
(Unaudited - dollars in thousands)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net cash provided by operating activities$42,776 $58,267 $36,388 $204,598 
Cash payments for capital expenditures(14,555)(29,251)(50,843)(85,071)
Expenditures for revenue generating assets(1,435)(717)(1,435)(3,961)
Free cash flow1
$26,786 $28,299 $(15,890)$115,566 




1 Free cash flow is defined as net cash provided by operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets. 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.


WABASH NATIONAL CORPORATION
RECONCILIATION OF ADJUSTED SEGMENT EBITDA1
AND ADJUSTED SEGMENT EBITDA MARGIN1
(Unaudited - dollars in thousands)


Transportation SolutionsParts & Services
Three Months Ended September 30,2024202320242023
Income from operations$29,162 $89,413 $8,316 $12,358 
Depreciation and amortization12,285 11,299 551 553 
Impairment and other, net(51)147 — — 
Adjusted segment EBITDA$41,396 $100,859 $8,867 $12,911 
Adjusted segment EBITDA margin10.0 %17.3 %16.9 %22.9 %
Transportation SolutionsParts & Services
Nine Months Ended September 30,2024202320242023
Income from operations$130,335 $292,335 $30,923 $34,504 
Depreciation and amortization35,696 29,305 1,626 1,603 
Impairment and other, net(41)149 (13)— 
Adjusted segment EBITDA$165,990 $321,789 $32,536 $36,107 
Adjusted segment EBITDA margin12.0 %18.0 %20.8 %21.8 %





1 Adjusted segment EBITDA, a non-GAAP financial measure, includes noncontrolling interest & excludes loss from unconsolidated entity and 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.

v3.24.3
Cover Page Cover Page
Oct. 24, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 24, 2024
Entity Registrant Name WABASH NATIONAL CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-10883
Entity Tax Identification Number 52-1375208
Entity Address, Address Line One 3900 McCarty Lane
Entity Address, City or Town Lafayette
Entity Address, State or Province IN
Entity Address, Postal Zip Code 47905
City Area Code 765
Local Phone Number 771-5310
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol WNC
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000879526
Wabash National (NYSE:WNC)
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