##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 [x]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OFTHE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009OR[ ]
    
    TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OFTHE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 1-10883
 WABASH NATIONAL CORPORATION
  Delaware
(State of Incorporation)
1000 Sagamore Parkway South,Lafayette, Indiana
(Address of Principal
Executive Offices)
    
    (WABASH LOGO)
    
    52-1375208(IRS Employer
Identification Number)47905(Zip Code)
 Registrants telephone number, including area code: (765) 771-5300
 x  ̈
 o o
  Large accelerated filer o   
    Accelerated filer
ý
    Non-accelerated filer o
    Smaller reporting company o(Do not check if a smaller reporting company)
  ̈ x




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##### 



WABASH NATIONAL CORPORATION
 INDEX
 FORM 10-Q
 PagePART I  FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets at 
March 31, 2009 and December 31, 2008
    
    3Condensed Consolidated Statements of Operations 
for the three months ended March 31, 2009 and 2008
    
    4Condensed Consolidated Statements of Cash Flows 
for the three months ended March 31, 2009 and 2008
    
    5Notes to Condensed Consolidated Financial Statements
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risks
    
    24Item 4.
    
    Controls and Procedures
    
    24PART
II   OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    25Item 6.
    
    Exhibits
    
    25Signature
    
    25EX-31.01EX-31.02EX-32.01
  2




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WABASH NATIONAL CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
  March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    4,828
    
    
    $
    29,766Accounts receivable, net
    
    
    17,248
    
    
    
    37,925Inventories
    
    
    84,619
    
    
    
    92,896Prepaid expenses and other
    
    
    4,215
    
    
    
    5,307Total current assets
    
    
    110,910
    
    
    
    165,894PROPERTY, PLANT AND EQUIPMENT, net
    
    
    119,111
    
    
    
    122,035INTANGIBLE ASSETS
    
    
    28,289
    
    
    
    29,089OTHER ASSETS
    
    
    13,964
    
    
    
    14,956$
    272,274
    
    
    $
    331,974LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESCurrent portion of long-term debt
    
    $
    52,962
    
    
    $
    80,008Current portion of capital lease obligation
    
    
    337
    
    
    
    337Accounts payable
    
    
    39,457
    
    
    
    42,798Other accrued liabilities
    
    
    45,347
    
    
    
    45,449Total current liabilities
    
    
    138,103
    
    
    
    168,592CAPITAL LEASE OBLIGATION
    
    
    4,722
    
    
    
    4,803OTHER NONCURRENT LIABILITIES AND CONTINGENCIES
    
    
    3,222
    
    
    
    5,142STOCKHOLDERS EQUITYPreferred stock, 25,000,000 shares authorized, no shares issued or outstanding
    
    
    -
    
    
    
    -Common stock 75,000,000 shares authorized, $0.01 par value, 30,060,800
and 29,842,945 shares issued and outstanding, respectively
    
    
    329
    
    
    
    324Additional paid-in capital
    
    
    353,088
    
    
    
    352,137Retained deficit
    
    
    (200,315
    )
    
    
    (172,031
    )Accumulated other comprehensive income
    
    
    (1,398
    )
    
    
    (1,516
    )Treasury stock at cost, 1,675,600 common shares
    
    
    (25,477
    )
    
    
    (25,477
    )Total stockholders equity
    
    
    126,227
    
    
    
    153,437$
    272,274
    
    
    $
    331,974
  3




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WABASH NATIONAL CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
   Three MonthsEnded March 31,2009
    
    
    2008NET SALES
    
    $
    77,937
    
    
    $
    161,061COST OF SALES
    
    
    93,413
    
    
    
    155,156Gross profit
    
    
    (15,476
    )
    
    
    5,905GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    8,658
    
    
    
    11,499SELLING EXPENSES
    
    
    3,185
    
    
    
    3,443Loss from operations
    
    
    (27,319
    )
    
    
    (9,037
    )OTHER INCOME (EXPENSE)Interest expense
    
    
    (1,005
    )
    
    
    (1,174
    )Gain on debt extinguishment
    
    
    -
    
    
    
    124Other, net
    
    
    55
    
    
    
    7Loss before income taxes
    
    
    (28,269
    )
    
    
    (10,080
    )INCOME TAX EXPENSE (BENEFIT)
    
    
    15
    
    
    
    (3,693
    )NET LOSS
    
    $
    (28,284
    )
    
    $
    (6,387
    )COMMON STOCK DIVIDENDS DECLARED
    
    $
    -
    
    
    $
    0.045BASIC NET LOSS PER SHARE
    
    $
    (0.94
    )
    
    $
    (0.21
    )DILUTED NET LOSS PER SHARE
    
    $
    (0.94
    )
    
    $
    (0.21
    )COMPREHENSIVE LOSSNet loss
    
    $
    (28,284
    )
    
    $
    (6,387
    )Changes in fair value of derivatives (net of tax)
    
    
    118
    
    
    
    -NET COMPREHENSIVE LOSS
    
    $
    (28,166
    )
    
    $
    (6,387
    )
  4




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WABASH NATIONAL CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
   Three Months Ended March 31,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (28,284
    )
    
    $
    (6,387
    )Adjustments to reconcile net loss to net cash used in operating activitiesDepreciation and amortization
    
    
    4,796
    
    
    
    5,187Net loss on the sale of assets
    
    
    6
    
    
    
    -Gain on debt extinguishment
    
    
    -
    
    
    
    (124
    )Deferred income taxes
    
    
    -
    
    
    
    (3,530
    )Stock-based compensation
    
    
    965
    
    
    
    863Changes in operating assets and liabilitiesAccounts receivable
    
    
    20,677
    
    
    
    3,266Inventories
    
    
    8,278
    
    
    
    (20,100
    )Prepaid expenses and other
    
    
    1,092
    
    
    
    878Accounts payable and accrued liabilities
    
    
    (4,724
    )
    
    
    13,572Other, net
    
    
    (84
    )
    
    
    101Net cash provided by (used in) operating activities
    
    
    2,722
    
    
    
    (6,274
    )CASH FLOWS FROM INVESTING ACTIVITIESCapital expenditures
    
    
    (539
    )
    
    
    (1,741
    )Proceeds from the sale of property, plant and equipment
    
    
    6
    
    
    
    4Net cash used in investing activities
    
    
    (533
    )
    
    
    (1,737
    )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from exercise of stock options
    
    
    -
    
    
    
    4Borrowings under revolving credit facilities
    
    
    18,529
    
    
    
    45,265Payments under revolving credit facilities
    
    
    (45,575
    )
    
    
    (12,430
    )Payments under long-term debt obligations
    
    
    -
    
    
    
    (58,412
    )Principal payments under capital lease obligation
    
    
    (81
    )
    
    
    -Common stock dividends paid
    
    
    -
    
    
    
    (1,363
    )Net cash used in financing activities
    
    
    (27,127
    )
    
    
    (26,936
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (24,938
    )
    
    
    (34,947
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF QUARTER
    
    
    29,766
    
    
    
    41,224CASH AND CASH EQUIVALENTS AT END OF QUARTER
    
    $
    4,828
    
    
    $
    6,277
  5




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WABASH NATIONAL CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1. GENERAL
  2. NEW ACCOUNTING PRONOUNCEMENTS
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133 Accounting for Derivative
Instruments and Hedging Activities
 Fair Value Measurements.
 6




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Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities
 3. INVENTORIES
  March 31,
    
    
    December 31,2009
    
    
    2008Raw materials and components
    
    $
    26,512
    
    
    $
    23,758Work in progress
    
    
    3,177
    
    
    
    373Finished goods
    
    
    39,948
    
    
    
    48,997Aftermarket parts
    
    
    5,483
    
    
    
    6,333Used trailers
    
    
    9,499
    
    
    
    13,435$
    84,619
    
    
    $
    92,896
 4. DEBT
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5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
 Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133
 Accounting for Derivative Instruments and Hedging Activities,
   8




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March 31, 2009Classification
    
    Fair valueInterest rate swap contracts
    
    Other accrued liabilities
    
    $
    1,398
 6. FAIR VALUE MEASUREMENTS
 Fair Value
Measurements
  
    
    Level 1  Valuation is based on quoted prices for identical assets or liabilities
in active markets;
    
    Level 2  Valuation is based on quoted prices for similar assets or liabilities in
active markets, or other inputs that are observable for the asset or liability, either
directly or indirectly, for the full term of the financial instrument; and
    
    Level 3  Valuation is based upon other unobservable inputs that are significant to
the fair value measurement.
  March 31, 2009
    
    
    December 31, 2008Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate derivatives
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -
    
    
    $
    -LiabilitiesInterest rate derivatives
    
    $
    -
    
    
    $
    -
    
    
    $
    1,398
    
    
    $
    1,398
    
    
    $
    -
    
    
    $
    -
    
    
    $
    1,516
    
    
    $
    1,516
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Three Months EndedMarch 31, 2009Balance at beginning of period
    
    $
    (1,516
    )Total unrealized gains included in other
comprehensive income
    
    
    118Purchases, sales, issuances, and settlements
    
    
    -Transfers in and (or) out of Level 3
    
    
    -Balance at end of period
    
    $
    (1,398
    )
 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
 Disclosures about Fair Value of Financial Instruments
 Cash and Cash Equivalents, Accounts Receivable and Accounts Payable.
 Debt.
 8. STOCK-BASED COMPENSATION
 Share-Based Payment
   9. CONTINGENCIES
  10




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General and Administrative Expenses
 Brazil
Joint Venture
 â
  Intellectual
Property
  Environmental
Disputes   nd
 11




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10. NET LOSS PER SHARE
  Three Months Ended March 31,2009
    
    
    2008Basic net loss per shareNet loss applicable to common stockholders
    
    $
    (28,284
    )
    
    $
    (6,387
    )Dividends
paid on unvested restricted shares
    
    
    
    
    
    
    (30
    )Net loss applicable to common stockholders excluding amounts
 applicable to unvested restricted shares
    
    $
    (28,284
    )
    
    $
    (6,417
    )Weighted average common shares outstanding
    
    
    30,050
    
    
    
    29,880Basic net loss per share
    
    $
    (0.94
    )
    
    $
    (0.21
    )Diluted net loss per shareNet loss applicable to common stockholders
    
    $
    (28,284
    )
    
    $
    (6,387
    )After-tax equivalent of interest on convertible notes
    
    
    -
    
    
    
    -Diluted net loss applicable to common stockholders
    
    $
    (28,284
    )
    
    $
    (6,387
    )Weighted average common shares outstanding
    
    
    30,050
    
    
    
    29,880Dilutive stock options/shares
    
    
    -
    
    
    
    -Convertible notes equivalent shares
    
    
    -
    
    
    
    -Diluted weighted average common shares outstanding
    
    
    30,050
    
    
    
    29,880Diluted net loss per share
    
    $
    (0.94
    )
    
    $
    (0.21
    )
   12




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11. INCOME TAXES
   Three Months Ended March 31,2009
    
    
    2008Pretax book loss
    
    $
    (28,269
    )
    
    $
    (10,080
    )Federal tax benefit at 35% statutory rate
    
    
    (9,894
    )
    
    
    (3,528
    )State and local income taxes
    
    
    (1,398
    )
    
    
    (363
    )Provision for valuation allowance for net
operating
losses - U.S. and state
    
    
    11,307
    
    
    
    -Other
    
    
    -
    
    
    
    198Total income tax expense (benefit)
    
    $
    15
    
    
    $
    (3,693
    )
 12. PRODUCT WARRANTIES
 Other
Accrued Liabilities
 2009
    
    
    2008Balance as of January 1
    
    $
    17,027
    
    
    $
    17,246Provision for warranties issued in current year
    
    
    223
    
    
    
    547Additional provisions for pre-existing warranties
    
    
    70
    
    
    
    331Payments
    
    
    (693
    )
    
    
    (911
    )Balance as of March 31
    
    $
    16,627
    
    
    $
    17,213
 ®
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13. SEGMENTS
 a. Segment Reporting
 Disclosure about Segments of an Enterprise and Related
Information
  Three Months Ended
    
    
    
    
    
    Retail and
    
    
    
    
    
    
    ConsolidatedMarch 31, 2009
    
    Manufacturing
    
    
    Distribution
    
    
    Eliminations
    
    
    TotalsNet salesExternal customers
    
    $
    57,254
    
    
    $
    20,683
    
    
    $
    -
    
    
    $
    77,937Intersegment sales
    
    
    3,384
    
    
    
    -
    
    
    
    (3,384
    )
    
    
    -Total net sales
    
    $
    60,638
    
    
    $
    20,683
    
    
    $
    (3,384
    )
    
    $
    77,937(Loss) Income from
operations
    
    $
    (24,264
    )
    
    $
    (3,106
    )
    
    $
    51
    
    
    $
    (27,319
    )Assets
    
    $
    392,130
    
    
    $
    110,380
    
    
    $
    (230,236
    )
    
    $
    272,274Three Months Ended
March 31, 2008Net salesExternal customers
    
    $
    132,708
    
    
    $
    28,353
    
    
    $
    -
    
    
    $
    161,061Intersegment sales
    
    
    9,555
    
    
    
    32
    
    
    
    (9,587
    )
    
    
    -Total net sales
    
    $
    142,263
    
    
    $
    28,385
    
    
    $
    (9,587
    )
    
    $
    161,061(Loss) Income from
operations
    
    $
    (8,482
    )
    
    $
    (1,003
    )
    
    $
    448
    
    
    $
    (9,037
    )Assets
    
    $
    567,734
    
    
    $
    127,553
    
    
    $
    (230,893
    )
    
    $
    464,394
 b. Product Information
  Three Months Ended March 31,2009
    
    2008$
    
    %
    
    $
    
    %New trailers
    
    
    60,264
    
    
    
    77.3
    
    
    
    138,787
    
    
    
    86.2Used trailers
    
    
    5,507
    
    
    
    7.1
    
    
    
    7,557
    
    
    
    4.7Parts and service
    
    
    11,913
    
    
    
    15.3
    
    
    
    13,124
    
    
    
    8.1Other
    
    
    253
    
    
    
    0.3
    
    
    
    1,593
    
    
    
    1.0Total net sales
    
    
    77,937
    
    
    
    100.0
    
    
    
    161,061
    
    
    
    100.0
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    our business plan;
    
    our expected revenues, income or loss and capital expenditures;
    
    plans for future operations;
    
    financing needs, plans and liquidity;
    
    our ability to achieve sustained profitability;
    
    reliance on certain customers and corporate relationships;
    
    availability and pricing of raw materials;
    
    availability of capital;
    
    dependence on industry trends;
    
    the outcome of any pending litigation;
    
    export sales and new markets;
    
    engineering and manufacturing capabilities and capacity;
    
    acceptance of new technology and products;
    
    government regulation; and
    
    assumptions relating to the foregoing.
  15




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RESULTS OF OPERATIONS
  Percentage of Net SalesThree Months Ended March 31,2009
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    119.9
    
    
    
    96.3Gross profit
    
    
    (19.9
    )
    
    
    3.7General and administrative
expenses
    
    
    11.1
    
    
    
    7.1Selling expenses
    
    
    4.1
    
    
    
    2.2Loss from operations
    
    
    (35.1
    )
    
    
    (5.6
    )Interest expense
    
    
    (1.3
    )
    
    
    (0.7
    )Loss before income taxes
    
    
    (36.4
    )
    
    
    (6.3
    )Income tax benefit
    
    
    -
    
    
    
    (2.3
    )Net loss
    
    
    (36.4
    )%
    
    
    (4.0
    )%
    16




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Three Months Ended March 31, 2009
 Net Sales
  Three Months Ended March 31,2009
    
    
    2008
    
    
    % ChangeSales by segment:Manufacturing
    
    $
    57.3
    
    
    $
    132.7
    
    
    
    (56.8
    )Retail and distribution
    
    
    20.6
    
    
    
    28.4
    
    
    
    (27.5
    )Total
    
    $
    77.9
    
    
    $
    161.1
    
    
    
    (51.6
    )(units)New trailer units:Manufacturing
    
    
    2,500
    
    
    
    5,900
    
    
    
    (57.6
    )Retail and distribution
    
    
    200
    
    
    
    400
    
    
    
    (50.0
    )Total
    
    
    2,700
    
    
    
    6,300
    
    
    
    (57.1
    )Used trailer units
    
    
    900
    
    
    
    1,100
    
    
    
    (18.2
    )
   Gross Profit
  17




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Three Months Ended March 31,2009
    
    
    2008Gross profit by segment:Manufacturing
    
    $
    (14.8
    )
    
    $
    3.6Retail and distribution
    
    
    (0.8
    )
    
    
    1.9Eliminations
    
    
    0.1
    
    
    
    0.4Total gross profit
    
    $
    (15.5
    )
    
    $
    5.9
   General and Administrative Expenses
  Selling Expenses
  Income Taxes
  Liquidity and Capital Resources
 Capital Structure
  18




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Debt Facilities
     19




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Cash Flow
  -
    
    Accounts receivable decreased $20.7 million during 2009 compared to a decrease of
$3.3 million in 2008 due to improved collections and lower sales levels. Days sales
outstanding, a measure of working capital efficiency that measures the amount of time a
receivable is outstanding, was approximately 22 days in 2009 compared to 37 days in
2008.-
    
    Inventory decreased $8.3 million during 2009 compared to an increase of $20.1
million in 2008. Inventory turns, a commonly used measure of working capital
efficiency that measures how quickly inventory turns, was approximately seven times in
2009 compared to six times in 2008.-
    
    Accounts payable and accrued liabilities decreased $4.7 million in 2009 compared to
an increase of $13.6 million in 2008. The decrease in the current year period was
primarily due to improved inventory management and lower production volumes.
    20




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
    
    salaried workforce headcount reductions of approximately 100 associates, or 20%,
bringing total salaried headcount reductions to over 35%, or approximately 200
associates, since the beginning of the industry downturn in early 2007;
    
    a 16.75% reduction in base salary for Executive Officers;
    
    a temporary reduction of 15% of annualized base salary for all remaining
exempt-level salaried associates, combined with a reduction in the standard work week
for most from 40 hours to 36 hours;
    
    a temporary reduction in the standard paid work week from 40 hours to 36 hours for
all non-exempt associates;
    
    a temporary 5% reduction in hourly wages;
    
    a temporary 10% reduction of director cash compensation;
    
    a temporary suspension of the 401(k) company match;
    
    the introduction of a voluntary unpaid layoff program with continuation of benefits;
and
    
    the continued close regulation of the work-day and headcount of hourly associates.
  21




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Capital Expenditures
  Off-Balance Sheet Transactions
  Contractual Obligations and Commercial Commitments
  Backlog
  OUTLOOK
  ®
  22




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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  NEW ACCOUNTING PRONOUNCEMENTS
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133 Accounting for Derivative
Instruments and Hedging Activities
 Fair Value Measurements.
 Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities
 23




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
  Commodity Prices
  Interest Rates
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Controls
  24




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PART
II  OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
  
 ITEM 6 . EXHIBITS
 Exhibits
 10.01
    
    Forbearance Agreement and Third Amendment to Second Amended and Restated
Loan and Security Agreement (Incorporated by reference to Exhibit 10.1 to the
Registrants current Report on Form 8-K filed April 30, 2009 (File No. 1-10883))31.01
    
    Certification of Principal Executive Officer31.02
    
    Certification of Principal Financial Officer32.01
    
    Written Statement of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
 
 SIGNATURE
  WABASH NATIONAL CORPORATIONDate:  May 13, 2009
    By:
    /s/ Robert J. SmithRobert J. SmithSenior Vice President and Chief Financial Officer
(Principal Financial Officer) 25