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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 26, 2022
 
WABASH NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 001-10883 52-1375208
(State or other jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
3900 McCarty Lane
Lafayette Indiana 47905
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (765) 771-5310
Not applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
WNC
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 2.02 Results of Operations and Financial Condition.
 
On October 26, 2022, Wabash National Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2022. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The press release and a teleconference visual presentation are also available on the Company's Investor Relations website at ir.wabashnational.com.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.

EXHIBIT INDEX
 
Exhibit No. Description
   
104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).




SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  WABASH NATIONAL CORPORATION
     
Date: October 26, 2022 By: /s/ Michael N. Pettit
    Michael N. Pettit
    Senior Vice President and Chief Financial Officer


EX-99.1 2 wnc-20220930xex991.htm EX-99.1 Document

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


Investor Relations:
Ryan Reed
Sr Director, Corporate Development & Investor Relations
(765) 490-5664
ryan.reed@onewabash.com
 
Wabash Announces Third Quarter 2022 Results

▪Record quarterly revenue of $655.2 million
▪Operating income of $52.9 million with operating margin at 8.1%, up 430 basis points year-over-year
▪Record earnings per share of $0.73, exceeding prior quarterly outlook range
▪Robust backlog of $2.3B establishes a third quarter record; increases 20% year-over-year
▪2022 EPS outlook increased to $2.15

LAFAYETTE, Ind. – October 26, 2022 – 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, 2022.
Net sales for the third quarter 2022 of $655.2 million increased 35.8% versus the prior year quarter as the Company continued to execute well on strong customer demand. Consolidated gross profit was $92.0 million, or 14.0% of sales. Operating income was $52.9 million, or 8.1% of sales during the quarter. Versus the same quarter last year, gross and operating margins expanded by 340 basis points and 430 basis points, respectively. Third quarter diluted earnings per share was $0.73, which exceeded the Company's prior quarterly outlook.
Total company backlog as of September 30, 2022 was approximately $2.3 billion, which is an increase of 20 percent versus the third quarter of 2021 and also represents an all-time third quarter record.
“During the third quarter, Wabash executed very well to generate record sales of $655.2 million as well as record quarterly EPS of $0.73," explained Brent Yeagy, president and chief executive officer. “This is a meaningful step forward in our financial performance and what makes the quarter even more exciting is the progress made against our strategic plan as we added new dealers, announced a new product line brand, and added additional strategically-aligned expertise to our board of directors that will support Wabash for years into the future.”
For the full-year ending December 31, 2022, the company maintained its outlook for revenue of $2.5 billion and increased its EPS guidance to $2.15.



“Demand conditions remain strong as evidenced by our order book, which set a third quarter record at $2.3 billion and implies $1.7 billion of orders in 2023," said Yeagy. "Our process of booking orders has shifted from transactional to strategic as we engage with customers to plan for how Wabash can serve their needs from across our first to final mile portfolio for the next several years as opposed to the usual one-year out conversation and we expect to have updates on that front in the weeks and months to come.”
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 2022 and 2021. A complete disclosure of the results by individual segment is included in the tables following this release.
Wabash National Corporation
Three Months Ended September 30, 2022 2021
New Units Shipped
Trailers 13,365 12,455
Truck bodies 4,115 3,780
  Transportation Solutions Parts & Services
Three Months Ended September 30, 2022 2021 2022 2021
(Unaudited, dollars in thousands)
Net sales $ 611,779 $ 442,636 $ 46,728 $ 41,903
Gross profit $ 80,779 $ 44,705 $ 11,226 $ 8,268
Gross profit margin 13.2% 10.1% 24.0% 19.7%
Income from operations $ 63,274 $ 25,970 $ 7,732 $ 4,148
Income from operations margin 10.3% 5.9% 16.5% 9.9%
Transportation Solutions’ net sales for the third quarter were $611.8 million, an increase of 38.2%, as compared to the prior year quarter, as operations continued to scale up. Operating income was $63.3 million or 10.3% of sales during the quarter.
Parts & Services' net sales for the third quarter were $46.7 million, an increase of 11.5% as compared to the prior year quarter as the segment continued to achieve milestones along its path of strategic growth. Operating income was $7.7 million, or 16.5% of sales during the quarter.
Non-GAAP Measures
In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), the financial information included in this release contains non-GAAP financial measures, including operating EBITDA, free cash flow, adjusted operating income 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 income, and reconciliations to GAAP financial statements should be carefully evaluated.
Operating EBITDA includes noncontrolling interest and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, impairment and other, net, and other non-operating income and expense (including any loss on debt extinguishment charges). Management believes providing operating EBITDA is useful for investors to understand the Company’s performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of operating EBITDA, when combined with the GAAP presentations of operating income and net income, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of operating EBITDA to net income, the most comparable GAAP financial measure, is included in the tables following this release.



Free cash flow is defined as net cash provided by (used in) operating activities minus cash payments for capital expenditures. Management believes providing free cash flow is useful for investors to understand the Company’s performance and results of cash generation period to period with the exclusion of the item identified above. Management believes the presentation of free cash flow, when combined with the GAAP presentations of cash provided by operating activities, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of free cash flow to cash used in operating activities, 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 income under U.S. GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results as they are not indicative of the Company’s core operating results or may obscure trends useful in evaluating the Company’s continuing activities. Accordingly, the Company presents adjusted operating income and margin excluding these special items to help investors evaluate our operating performance and trends in our business consistent with how management evaluates such performance and trends. Further, the Company presents adjusted operating income and margin to provide investors with a better understanding of the Company’s view of our results as compared to prior periods. A reconciliation of adjusted operating income to operating income, the most comparable GAAP financial measure, is included in the tables following this release.
Adjusted net income attributable to common stockholders and adjusted diluted earnings per share reflect adjustments for debt transactions and the impact of sales and divestitures, and the related tax effects of these adjustments. Management believes providing adjusted measures and excluding certain items facilitates comparisons to the Company’s prior year periods and, when combined with the GAAP presentation of net income and diluted net income per share, is beneficial to an investor’s understanding of the Company’s performance. A reconciliation of adjusted net income attributable to common stockholders and adjusted diluted earnings per share to net income attributable to common stockholders and diluted 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 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.
Third Quarter 2022 Conference Call
Wabash will discuss its results during its quarterly investor conference call on Wednesday, October 26, 2022, beginning at 11:00 a.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 (888) 440-6928, conference ID 6579482. A replay of the call will be available on the site shortly after the conclusion of the presentation.
About
Wabash (NYSE: WNC) is the visionary leader of connected solutions for the transportation, logistics and distribution industries that is Changing How the World Reaches You®. Headquartered in Lafayette, Indiana, the company enables customers to thrive by providing insight into tomorrow and delivering pragmatic solutions today to move everything from first to final mile. Wabash designs, manufactures, and services a diverse range of products, including: dry freight and refrigerated trailers, flatbed trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade processing equipment. Learn more at 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 a continued or prolonged shutdown or reduction of our operations, substantially reduced customer orders or sales volumes and supply disruptions due to the coronavirus (COVID-19) outbreak, the continued integration of Supreme into the Company’s business, adverse reactions to the transaction by customers, suppliers or strategic partners, uncertain economic conditions including the possibility that customer demand may not meet our expectations, increased competition, reliance on certain customers and corporate partnerships, risks of customer pick-up delays, shortages and costs of raw materials including the impact of tariffs or other international trade developments, risks in implementing and sustaining improvements in the Company’s manufacturing operations and cost containment, dependence on industry trends and timing, supplier constraints, labor costs and availability, customer acceptance of and reactions to pricing changes and costs of indebtedness. Readers should review and consider the various disclosures made by the Company in this press release and in the Company’s reports to its stockholders and periodic reports on Forms 10-K and 10-Q.
# # #



WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - dollars in thousands)
 
September 30,
2022
December 31,
2021
Assets
Current assets:
Cash and cash equivalents $ 81,478  $ 71,778 
Accounts receivable, net 248,086  176,511 
Inventories, net 309,701  237,621 
Prepaid expenses and other 35,251  43,795 
Total current assets 674,516  529,705 
Property, plant, and equipment, net 252,383  232,425 
Goodwill 188,441  188,443 
Intangible assets, net 102,415  114,441 
Other assets 51,560  42,057 
Total assets $ 1,269,315  $ 1,107,071 
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt $ —  $ — 
Current portion of finance lease obligations —  59 
Accounts payable 239,049  173,950 
Other accrued liabilities 158,315  115,316 
Total current liabilities 397,364  289,325 
Long-term debt 443,662  428,315 
Deferred income taxes 33,100  36,019 
Other non-current liabilities 34,714  27,873 
Total liabilities 908,840  781,532 
Commitments and contingencies
Noncontrolling interest 373  — 
Wabash National Corporation stockholders’ equity:
Common stock 200,000,000 shares authorized, $0.01 par value, 48,065,277 and 48,954,482 shares outstanding, respectively 765  759 
Additional paid-in capital 662,581  653,978 
Retained earnings 150,943  92,111 
Accumulated other comprehensive (loss) income (7,474) 859 
Treasury stock at cost, 28,509,690 and 27,013,275 common shares, respectively (446,713) (422,168)
Total Wabash National Corporation stockholders' equity 360,102  325,539 
Total liabilities, noncontrolling interest, and equity $ 1,269,315  $ 1,107,071 




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,
2022 2021 2022 2021
Net sales $ 655,150  $ 482,566  $ 1,844,680  $ 1,323,991 
Cost of sales 563,145  431,521  1,616,586  1,170,172 
Gross profit 92,005  51,045  228,094  153,819 
General and administrative expenses 27,845  20,966  85,121  66,740 
Selling expenses 7,752  5,590  21,337  18,320 
Amortization of intangible assets 3,184  5,631  12,026  17,228 
Impairment and other, net 349  595  692  (631)
Income from operations 52,875  18,263  108,918  52,162 
Other income (expense):
Interest expense (5,210) (5,847) (15,341) (18,031)
Other, net (179) 232  (577) (195)
Other expense, net (5,389) (5,615) (15,918) (18,226)
Income before income tax expense 47,486  12,648  93,000  33,936 
Income tax expense 11,130  1,640  21,831  7,459 
Net income 36,356  11,008  71,169  26,477 
Net income attributable to noncontrolling interest 186  —  373  — 
Net income attributable to common stockholders $ 36,170  $ 11,008  $ 70,796  $ 26,477 
Net income attributable to common stockholders per share:
Basic $ 0.75  $ 0.22  $ 1.45  $ 0.52 
Diluted $ 0.73  $ 0.22  $ 1.43  $ 0.51 
Weighted average common shares outstanding (in thousands):
Basic 48,515  49,974  48,849  51,116 
Diluted 49,402  50,581  49,651  51,785 
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,
2022 2021
Cash flows from operating activities
Net income $ 71,169  $ 26,477 
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation 25,239  19,593 
Amortization of intangibles 12,026  17,228 
Net gain on sale of property, plant and equipment and business divestiture (635) (1,447)
Loss on debt extinguishment —  452 
Deferred income taxes (178) (1,756)
Stock-based compensation 7,367  5,889 
Impairment 1,339  817 
Non-cash interest expense 644  882 
Accounts receivable (71,575) (118,176)
Inventories (72,080) (96,818)
Prepaid expenses and other (716) 1,054 
Accounts payable and accrued liabilities 101,101  65,424 
Other, net (1,545) 6,152 
Net cash provided by (used in) operating activities 72,156  (74,229)
Cash flows from investing activities
Cash payments for capital expenditures (42,304) (20,192)
Proceeds from the sale of assets 1,445  21,967 
Net cash (used in) provided by investing activities (40,859) 1,775 
Cash flows from financing activities
Proceeds from exercise of stock options 1,241  1,949 
Dividends paid (12,176) (12,470)
Borrowings under revolving credit facilities 72,244  347 
Payments under revolving credit facilities (57,279) (347)
Principal payments under finance lease obligations (59) (259)
Principal payments under term loan credit facility —  (30,000)
Debt issuance costs paid (1,023) (50)
Stock repurchases (24,545) (55,019)
Net cash used in financing activities (21,597) (95,849)
Cash and cash equivalents:
Net increase (decrease) in cash, cash equivalents, and restricted cash 9,700  (168,303)
Cash, cash equivalents, and restricted cash at beginning of period 71,778  217,677 
Cash, cash equivalents, and restricted cash at end of period $ 81,478  $ 49,374 




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


Wabash National Corporation
Three Months Ended September 30, 2022 2021
Units Shipped
New trailers 13,365  12,455 
New truck bodies 4,115  3,780 
Used trailers 20  15 
Three Months Ended September 30, Transportation Solutions Parts & Services Corporate and
Eliminations
Consolidated
2022
New Trailers $ 529,659  $ 1,150  $ (301) $ 530,508 
Used Trailers —  693  —  693 
Components, parts and service —  34,171  —  34,171 
Equipment and other 82,120  10,714  (3,056) 89,778 
Total net external sales $ 611,779  $ 46,728  $ (3,357) $ 655,150 
Gross profit $ 80,779  $ 11,226  $ —  $ 92,005 
Income (loss) from operations $ 63,274  $ 7,732  $ (18,131) $ 52,875 
Adjusted income (loss) from operations1
$ 63,274  $ 7,732  $ (18,131) $ 52,875 
2021
New Trailers $ 375,430  $ —  $ —  $ 375,430 
Used Trailers —  465  —  465 
Components, parts and service —  31,974  —  31,974 
Equipment and other 67,206  9,464  (1,973) 74,697 
Total net external sales $ 442,636  $ 41,903  $ (1,973) $ 482,566 
Gross profit $ 44,705  $ 8,268  $ (1,928) $ 51,045 
Income (loss) from operations $ 25,970  $ 4,148  $ (11,855) $ 18,263 
Adjusted income (loss) from operations1
$ 25,970  $ 4,148  $ (11,855) $ 18,263 





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, 2022 2021
Units Shipped
New trailers 38,910  33,710 
New truck bodies 11,550  13,330 
Used trailers 80  70 
Nine Months Ended September 30, Transportation Solutions Parts & Services Corporate and
Eliminations
Consolidated
2022
New Trailers $ 1,476,052  $ 1,392  $ (973) $ 1,476,471 
Used Trailers —  2,382  —  2,382 
Components, parts and service —  105,208  —  105,208 
Equipment and other 233,774  34,849  (8,004) 260,619 
Total net external sales $ 1,709,826  $ 143,831  $ (8,977) $ 1,844,680 
Gross profit $ 194,516  $ 33,578  $ —  $ 228,094 
Income (loss) from operations $ 142,944  $ 22,659  $ (56,685) $ 108,918 
Adjusted income (loss) from operations1
$ 142,944  $ 22,659  $ (56,685) $ 108,918 
2021
New Trailers $ 966,193  $ —  $ —  $ 966,193 
Used Trailers 165  1,690  —  1,855 
Components, parts and service —  101,747  —  101,747 
Equipment and other 223,815  35,586  (5,205) 254,196 
Total net external sales $ 1,190,173  $ 139,023  $ (5,205) $ 1,323,991 
Gross profit $ 129,776  $ 28,912  $ (4,869) $ 153,819 
Income (loss) from operations $ 69,492  $ 18,509  $ (35,839) $ 52,162 
Adjusted income (loss) from operations1
$ 69,492  $ 16,635  $ (35,839) $ 50,288 








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,
2022 2021 2022 2021
Transportation Solutions
Income from operations $ 63,274  $ 25,970  $ 142,944  $ 69,492 
Adjustments:
N/A —  —  —  — 
Adjusted operating income 63,274  25,970  $ 142,944  $ 69,492 
Parts & Services
Income from operations 7,732  4,148  22,659  18,509 
Adjustments:
Gain on divestiture of Extract Technology —  —  —  (1,874)
Adjusted operating income 7,732  4,148  22,659  16,635 
Corporate
Loss from operations (18,131) (11,855) (56,685) (35,839)
Adjustments:
N/A —  —  —  — 
Adjusted operating loss (18,131) (11,855) (56,685) (35,839)
Consolidated
Income from operations 52,875  18,263  $ 108,918  $ 52,162 
Adjustments:
Gain on divestiture of Extract Technology —  —  —  (1,874)
Adjusted operating income $ 52,875  $ 18,263  $ 108,918  $ 50,288 



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
RECONCILIATION OF GAAP FINANCIAL MEASURES TO
NON-GAAP FINANCIAL MEASURES
(Unaudited - dollars in thousands, except per share amounts)

Operating EBITDA1:
Three Months Ended September 30, Nine Months Ended September 30,
  2022 2021 2022 2021
Net income $ 36,356  $ 11,008  $ 71,169  $ 26,477 
Income tax expense 11,130  1,640  21,831  7,459 
Interest expense 5,210  5,847  15,341  18,031 
Depreciation and amortization 11,941  12,343  37,265  36,821 
Stock-based compensation 2,720  1,673  7,367  5,889 
Impairment and other, net 349  595  692  (631)
Other, net 179  (232) 577  195 
Operating EBITDA $ 67,885  $ 32,874  $ 154,242  $ 94,241 
Adjusted Net Income Attributable to Common Stockholders2:
Three Months Ended September 30, Nine Months Ended September 30,
  2022 2021 2022 2021
Net income attributable to common stockholders $ 36,170  $ 11,008  $ 70,796  $ 26,477 
Adjustments:
Loss on debt extinguishment —  —  —  452 
Gain on divestiture of Extract Technology —  —  —  (1,874)
Tax effect of aforementioned items —  —  —  327 
Adjusted net income attributable to common stockholders $ 36,170  $ 11,008  $ 70,796  $ 25,382 
Adjusted Diluted Earnings Per Share2:
Three Months Ended September 30, Nine Months Ended September 30,
  2022 2021 2022 2021
Diluted earnings per share $ 0.73  $ 0.22  $ 1.43  $ 0.51 
Adjustments:
Loss on debt extinguishment —  —  —  0.01 
Gain on divestiture of Extract Technology —  —  —  (0.04)
Tax effect of aforementioned items —  —  —  0.01 
Adjusted diluted earnings per share $ 0.73  $ 0.22  $ 1.43  $ 0.49 
Weighted average diluted shares outstanding (in thousands) 49,402  50,581  49,651  51,785 

1 Operating EBITDA includes noncontrolling interest and is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, impairment and other, net, and other non-operating income and expense (including any loss on debt extinguishment charges). Management believes providing operating EBITDA is useful for investors to understand the Company’s performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of operating EBITDA, when combined with the GAAP presentations of operating income and net income, is beneficial to an investor’s understanding of the Company’s operating performance.
2 Adjusted net income attributable to common stockholders and adjusted diluted earnings per share reflect adjustments for debt transactions and the impact of sales and divestitures, and the related tax effects of these adjustments.




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

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Net cash (used in) provided by operating activities $ (10,518) $ (61,143) $ 72,156  $ (74,229)
Cash payments for capital expenditures (19,935) (9,129) (42,304) (20,192)
Free cash flow1
$ (30,453) $ (70,272) $ 29,852  $ (94,421)

Twelve Months Ended
December 31,
2021 2020
Net cash (used in) provided by operating activities $ (7,470) $ 124,134 
Cash payments for capital expenditures (49,105) (20,131)
Free cash flow1
$ (56,575) $ 104,003 


1 Free cash flow is defined as net cash provided by (used in) operating activities minus cash payments for capital expenditures. Management believes providing free cash flow is useful for investors to understand the Company’s performance and results of cash generation period to period with the exclusion of the item identified above. Management believes the presentation of free cash flow, when combined with the GAAP presentations of cash used in operating activities, is beneficial to an investor’s understanding of the Company’s operating performance.



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


Transportation Solutions Parts & Services
Three Months Ended September 30, 2022 2021 2022 2021
Income from operations $ 63,274  $ 25,970  $ 7,732  $ 4,148 
Depreciation and amortization 10,491  10,617  559  1,062 
Impairment and other, net 258  109  15  492 
Adjusted segment EBITDA $ 74,023  $ 36,696  $ 8,306  $ 5,702 
Adjusted segment EBITDA margin 12.1  % 8.3  % 17.8  % 13.6  %



Transportation Solutions Parts & Services
Nine Months Ended September 30, 2022 2021 2022 2021
Income from operations $ 142,944  $ 69,492  $ 22,659  $ 18,509 
Depreciation and amortization 32,729  31,455  2,237  3,674 
Impairment and other, net (360) 935  (1,560)
Adjusted segment EBITDA $ 175,313  $ 101,882  $ 24,901  $ 20,623 
Adjusted segment EBITDA margin 10.3  % 8.6  % 17.3  % 14.8  %





1 Adjusted segment EBITDA, a non-GAAP financial measure, includes noncontrolling interest 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.