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 Wabash National Corporation Announces Fourth Quarter and Full Year 2016 Results
   Tuesday, January 31, 2017 4:30:50 PM ET

-- Full-year operating income of $202.5 million, an increase of 12 percent over prior year, achieves record performance for a fifth consecutive year

-- Strong operating performance continues as full-year operating income margin increases to 11.0 percent, a year-over-year improvement of 210 basis points

-- Fourth quarter and full-year GAAP earnings of $0.36 and $1.82 per diluted share, down 28 percent and up 21 percent, respectively, over prior year period

-- Fourth quarter and full-year non-GAAP adjusted earnings of $0.38 and $1.85 per diluted share, down 25 percent and up 24 percent, respectively over prior year period

-- Company initiates 2017 shipment guidance of 51,000 to 55,000 trailers and full-year earnings per diluted share guidance of $1.40 to $1.55

Wabash National Corporation (WNC ), a diversified industrial manufacturer and North America’s leading producer of semi-trailers and liquid transportation systems, today reported results for the fourth quarter and full-year periods ending December 31, 2016.

Net income for the fourth quarter of 2016 was $23.0 million, or $0.36 per diluted share, compared to the fourth quarter of 2015 net income of $33.3 million, or $0.50 per diluted share. Fourth quarter 2016 non-GAAP adjusted earnings decreased $9.9 million as compared to the prior year period to $24.2 million, or $0.38 per diluted share. Non-GAAP adjusted earnings for the fourth quarter of 2016 excludes an early extinguishment of debt charge of $1.4 million incurred in connection with the Company’s purchase of a portion of its outstanding convertible senior notes and $0.5 million of expenses incurred related to the closing of former branch locations. Net sales for the fourth quarter decreased 15 percent to $462 million from $544 million in the prior year quarter and operating income decreased 26 percent to $40.6 million compared to operating income of $54.7 million for the fourth quarter of 2015. Operating EBITDA, a non-GAAP measure that excludes the effects of certain items, for the fourth quarter of 2016 was $53.6 million, a decrease of $15.0 million compared to operating EBITDA for the previous year quarter.

For the twelve months ended December 31, 2016, the Company reported net income of $119.4 million, or $1.82 per diluted share, on net sales of $1.85 billion, compared to net income of $104.3 million, or $1.50 per diluted share, on net sales of $2.03 billion for the twelve months ended December 31, 2015. Full-year 2016 results included charges, net of tax, totaling $2.1 million, or $0.03 per diluted share, related to the early extinguishment of debt incurred with the Company’s purchase of a portion of the outstanding convertible senior notes and the impairment of intangible assets in connection with the Company’s segment realignment announced earlier this year. These charges were slightly offset by gains from the transition and sale of former branch locations. Excluding the impact of these items, non-GAAP adjusted earnings for the full-year 2016 were $121.5 million, or $1.85 per diluted share. Full-year 2015 results include the benefit for adjustments, net of tax, totaling $0.9 million, or $0.01 per diluted share, as gains realized on the sale of the Company’s former retail branch locations were offset by charges for the impairment of certain intangible assets related to streamlining of product branding and the early extinguishment of debt incurred in connection with the refinancing of the Company’s term loan credit facility and repurchases of a portion of the outstanding convertible senior notes. Excluding the impact of these items, non-GAAP adjusted earnings for the full-year 2015 were $103.4 million, or $1.49 per diluted share.

For the full-year 2016, the Company achieved record operating EBITDA of $253.0 million, or 13.7 percent of net sales, as compared to $229.5 million, or 11.3 percent of net sales, for the previous year. The year-over-year improvement in operating performance is attributable to the continued strong demand and outstanding operational execution within the Commercial Trailer Products segment, effective cost management within the Diversified Products segment, along with the realized impact of capital investments in automation and productivity.

The following is a summary of select operating and financial results for the past five quarters:

                                                 Three Months Ended
(Dollars in thousands, except per share amounts) December 31,       March 31,        June 30,       September 30,      December 31,
                                                      2015              2016            2016             2016               2016
Net Sales                                        $    543,711       $   447,676      $  471,438     $    464,272       $    462,057
Gross Profit Margin                                   16.2    %         17.8    %       19.3    %        18.0    %          15.5    %
Income from Operations                           $    54,663        $   48,185       $  58,872      $    54,855        $    40,621
Income from Operations Margin                         10.1    %         10.8    %       12.5    %        11.8    %          8.8     %
Net Income                                       $    33,286        $   27,524       $  35,531      $    33,378        $    23,000
Diluted EPS                                      $    0.50          $   0.42         $  0.53        $    0.51          $    0.36
Non-GAAP Measures:
Operating EBITDA                                 $    68,643        $   59,820       $  72,752      $    66,821        $    53,606
Operating EBITDA Margin                               12.6    %         13.4    %       15.4    %        14.4    %          11.6    %
Adjusted Earnings                                $    34,138        $   27,831       $  36,610      $    32,901        $    24,213
Adjusted Diluted EPS                             $    0.51          $   0.42         $  0.55        $    0.50          $    0.38

Notes:

(1) See "Non-GAAP Measures" below for explanation of the non-GAAP results included above.

The following is a summary of select operating and financial results for each of the last five years ending December 31, 2016:

                                                  Twelve Months Ended
(Dollars in thousands, except per share amounts)  December 31,         December 31,         December 31,         December 31,         December 31,
                                                       2012                 2013                 2014                 2015                 2016
Net Sales                                         $    1,461,854       $    1,635,686       $    1,863,315       $    2,027,489       $    1,845,444
Gross Profit Margin                                    11.2      %          13.2      %          12.5      %          15.0      %          17.6      %
Income from Operations                            $    70,484          $    103,191         $    122,386         $    180,369         $    202,532
Income from Operations Margin                          4.8       %          6.3       %          6.6       %          8.9       %          11.0      %
Net Income                                        $    105,631         $    46,308          $    60,930          $    104,289         $    119,433
Diluted EPS                                       $    1.53            $    0.67            $    0.85            $    1.50            $    1.82
Non-GAAP Measures:
Operating EBITDA                                  $    118,507         $    149,890         $    169,048         $    229,464         $    253,002
Operating EBITDA Margin                                8.1       %          9.2       %          9.1       %          11.3      %          13.7      %
Adjusted Earnings                                 $    64,849          $    48,190          $    62,992          $    103,392         $    121,538
Adjusted Diluted EPS                              $    0.95            $    0.70            $    0.89            $    1.49            $    1.85

Notes:

(1) See "Non-GAAP Measures" below for explanation of the non-GAAP results included above.

Dick Giromini, chief executive officer, stated, "We are extremely pleased with our consolidated results for 2016 as we set new records in gross profit, gross profit margin, operating income and operating margin. The overall strength in the Company’s operating performance highlights the significant progress made through our growth and diversification initiatives driven by our long-term strategic plan to transform the Company into a diversified industrial manufacturer with a higher growth and margin profile, while leveraging our expertise in lean and six sigma optimization initiatives. These efforts made possible the achievement of record operating income for a fifth consecutive year, at $202.5 million, as well as a 210 basis point improvement in operating income margin to a record level of 11.0 percent."

Mr. Giromini continued, "New trailer shipments of 60,950 for the year exceeded our previous guidance, driven by strong customer pick-up. We enter 2017 with a strong backlog of orders totaling $802 million, an increase of 25 percent compared to the previous quarter. While we expect order volumes to moderate from the historically elevated levels experienced in 2016 and 2015, we continue to believe the demand environment for trailers will remain healthy as fleet age, regulatory compliance requirements and customer profitability all support a continuation of an extended trailer cycle. That said, we remain laser-focused on driving further productivity improvements throughout the business, optimizing the cost structure and performance of our Diversified Products segment, and developing new growth opportunities through new product and market expansion efforts."

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 fourth quarter and full-year periods of 2016 and 2015. As announced in the prior quarter, the Company realigned its reporting segments effective in the second quarter of 2016. The former Retail segment is reported within both Commercial Trailer Products and Diversified Products, as applicable. Prior year periods have been restated to reflect this new segment alignment. A complete disclosure of the results by individual segment is included in the tables following this release.

(dollars in thousands)         Commercial Trailer Products            Diversified Products
Three months ended December 31
                                   2016               2015               2016           2015
New trailers shipped               14,600             16,200             550            750
Net sales                      $   379,343        $   433,977         $  85,795      $  112,694
Gross profit                   $   59,171         $   61,109          $  13,535      $  27,011
Gross profit margin                15.6      %        14.1      %        15.8    %      24.0    %
Income from operations         $   49,917         $   51,437          $  1,124       $  12,352
Income from operations margin      13.2      %        11.9      %        1.3     %      11.0    %
Twelve months ended December 31
                                   2016               2015               2016           2015
New trailers shipped               58,850             61,300             2,100          3,400
Net sales                      $   1,506,110      $   1,582,241       $  352,404     $  456,927
Gross profit                   $   253,274        $   197,777         $  75,630      $  107,023
Gross profit margin                16.8      %        12.5      %        21.5    %      23.4    %
Income from operations         $   212,351        $   159,385         $  24,595      $  51,078
Income from operations margin      14.1      %        10.1      %        7.0     %      11.2    %

Commercial Trailer Products’ gross profit margin for the fourth quarter increased 150 basis points as compared to the prior year period in spite of the $55 million, or 13 percent, decrease in net sales. The year-over-year decline in net sales is primarily due to lower new trailer shipments, while the increase in gross profit margin is due to continued execution of a pricing strategy committed to favoring margin over volume, operational excellence within our manufacturing facilities and continued material cost optimization. Operating income decreased $1.5 million, or 3 percent, from the fourth quarter last year to $49.9 million, or 13.2 percent of net sales.

Diversified Products’ net sales for the fourth quarter decreased $27 million, or 24 percent, due primarily to the decline in tank trailer shipments compared to the previous year period. The decrease in tank trailer demand is attributed to continued softness in the chemical and energy end markets. As a result of the lower demand levels, gross profit and gross profit margin decreased $13.5 million and 820 basis points, respectively. Operating income for the fourth quarter of 2016 was $1.1 million, or 1.3 percent of net sales, a decrease of $11.2 million compared to the same period last year.

2017 Outlook

"We enter 2017 with great momentum from a record 2016, a healthy trailer demand environment generating a strong backlog, continued excellence in operational performance, and the potential for organic growth through diversification and innovative new product introductions," Mr. Giromini explained. "Coupled with an industry demand forecast that is meaningfully above replacement demand levels for a fourth consecutive year, our full-year new trailer and earnings guidance for 2017 is 51,000 to 55,000 units and $1.40 to $1.55 per diluted share."

Capital Allocation

For the three and twelve month periods ending December 31, 2016, Wabash National repurchased $38.8 million and $77.0 million, respectively, of shares under the Company’s share repurchase program authorized by the Board of Directors in February 2016. In addition, during the fourth quarter of 2016 the Company purchased $46.9 million in principal of its outstanding convertible notes and for the full year purchased $82.0 million in principal. Furthermore, in December 2016 the Company announced the reinstatement of a dividend program by which it will pay a regular quarterly cash dividend to the stockholders of its common stock.

Jeff Taylor, senior vice president and chief financial officer, stated, "These actions demonstrate the confidence in our financial outlook and our ability to generate free cash flow, both near and long term, and reinforces our commitment to deliver shareholder value while maintaining the flexibility to continue to execute our strategic plan for profitable growth and diversification."

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, 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, impairment of goodwill and other intangible assets, and other non-operating income and expense. Management believes providing operating EBITDA is useful for investors to understand the Company’s performance and results of operations period to period with the exclusion of the items identified above. Management believes the presentation of operating EBITDA, when combined with the GAAP presentations of operating income and net income, is beneficial to an investor’s understanding of the Company’s operating performance. A reconciliation of operating EBITDA to net income is included in the tables following this release.

Adjusted earnings and adjusted earnings per diluted share for the three- and twelve-month periods ending December 31, 2016 and 2015 reflect adjustments for charges incurred in connection with the losses attributable to the Company’s extinguishment of debt, impairment of goodwill and other intangible assets, as well as income or losses recognized on sale of former branch locations. 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 earnings and adjusted earnings per diluted share to net income and net income per diluted share is included in the tables following this release.

Fourth Quarter and Full-Year 2016 Conference Call

Wabash National will conduct a conference call to review and discuss its fourth quarter and full-year results on February 1, 2017 at 10:00 a.m. EST. Access to the live webcast will be available on the Company’s website at www.wabashnational.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 April 26, 2017. Meeting access also will be available via conference call at 888-771-4371, participant code 44112814.

About Wabash National Corporation

Headquartered in Lafayette, Indiana, Wabash National Corporation (WNC ) is a diversified industrial manufacturer and North America’s leading producer of semi-trailers and liquid transportation systems. Established in 1985, the Company manufactures a diverse range of products including: dry freight and refrigerated trailers, platform trailers, bulk tank trailers, dry and refrigerated truck bodies, truck-mounted tanks, intermodal equipment, aircraft refueling equipment, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade and pharmaceutical equipment. Its innovative products are sold under the following brand names: Wabash National, Beall, Benson, Brenner Tank, Bulk Tank International, DuraPlate, Extract Technology, Garsite, Progress Tank, Transcraft, Walker Engineered Products, and Walker Transport. Visit www.wabashnational.com to learn more.

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, the statements above under "2017 Outlook" as well as all statements regarding the Company’s outlook for trailer shipments, backlog, expectations regarding demand levels for trailers, 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 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 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, risks in implementing and sustaining improvements in the Company’s manufacturing operations and cost containment, dependence on industry trends and timing 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 STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(Unaudited)
                                                                                      Three Months Ended            Twelve Months Ended
                                                                                      December 31,                  December 31,
                                                                                         2016           2015           2016             2015
Net sales                                                                             $  462,057     $  543,711     $  1,845,444     $  2,027,489
Cost of sales                                                                            390,572        455,892        1,519,910        1,724,046
                  Gross profit                                                           71,485         87,819         325,534          303,443
General and administrative expenses                                                      19,036         19,738         74,129           73,495
Selling expenses                                                                         6,849          7,017          27,270           27,233
Amortization of intangibles                                                              4,979          5,314          19,940           21,259
Other operating expenses                                                                 -              1,087          1,663            1,087
                  Income from operations                                                 40,621         54,663         202,532          180,369
Other income (expense):
                  Interest expense                                                       (3,725  )      (4,789  )      (15,663   )      (19,548   )
                  Other, net                                                             (1,679  )      (10     )      (1,452    )      2,490
                  Income before income taxes                                             35,217         49,864         185,417          163,311
Income tax expense                                                                       12,217         16,578         65,984           59,022
Net income                                                                            $  23,000      $  33,286      $  119,433       $  104,289
Basic net income per share                                                            $  0.37        $  0.50        $  1.87          $  1.55
Diluted net income per share                                                          $  0.36        $  0.50        $  1.82          $  1.50
Comprehensive income
                  Net income                                                          $  23,000      $  33,286      $  119,433       $  104,289
                  Foreign currency translation adjustment                                (403    )      (121    )      (1,347    )      (863      )
Net comprehensive income                                                              $  22,597      $  33,165      $  118,086       $  103,426
Basic net income per share:
                  Net income applicable to common stockholders                        $  23,000      $  33,286      $  119,433       $  104,289
                  Weighted average common shares outstanding                             61,469         65,994         63,729           67,201
                  Basic net income per share                                          $  0.37        $  0.50        $  1.87          $  1.55
Diluted net income per share:
                  Net income applicable to common stockholders                        $  23,000      $  33,286      $  119,433       $  104,289
                  Weighted average common shares outstanding                             61,469         65,994         63,729           67,201
                  Dilutive shares from assumed conversion of convertible senior notes    945            125            794              1,128
                  Dilutive stock options and restricted stock                            1,287          1,099          1,239            1,039
                  Diluted weighted average common shares outstanding                     63,701         67,218         65,762           69,368
                  Diluted net income per share                                        $  0.36        $  0.50        $  1.82          $  1.50
WABASH NATIONAL CORPORATION
SEGMENTS AND RELATED INFORMATION
(Dollars in thousands)
(Unaudited)
                                           Commercial          Diversified    Corporate and
Three Months Ended December 31,            Trailer Products    Products       Eliminations       Consolidated
                 2016
New trailers shipped                                14,600           550           -                    15,150
Used trailers shipped                               150              -             -                    150
New trailers                               $        359,767    $     33,353   $    -             $      393,120
Used trailers                                       1,796            562           -                    2,358
Components, parts and service                       13,082           22,867        (3,055  )            32,894
Equipment and other                                 4,698            29,013        (26     )            33,685
                 Total net external sales  $        379,343    $     85,795   $    (3,081  )     $      462,057
Gross profit                               $        59,171     $     13,535   $    (1,221  )     $      71,485
Income (Loss) from operations              $        49,917     $     1,124    $    (10,420 )     $      40,621
                 2015
New trailers shipped                                16,200           750           -                    16,950
Used trailers shipped                               550              50            -                    600
New trailers                               $        404,615    $     48,416   $    -             $      453,031
Used trailers                                       8,941            1,145         -                    10,086
Components, parts and service                       14,798           27,534        (2,960  )            39,372
Equipment and other                                 5,623            35,599        -                    41,222
                 Total net external sales  $        433,977    $     112,694  $    (2,960  )     $      543,711
Gross profit                               $        61,109     $     27,011   $    (304    )     $      87,816
Income (Loss) from operations              $        51,437     $     12,352   $    (9,127  )     $      54,662
Twelve Months Ended December 31,
                 2016
New trailers shipped                                58,850           2,100         -                    60,950
Used trailers shipped                               950              100           -                    1,050
New trailers                               $        1,421,586  $     129,639  $    (89     )     $      1,551,136
Used trailers                                       11,998           3,176         -                    15,174
Components, parts and service                       56,191           111,519       (12,955 )            154,755
Equipment and other                                 16,335           108,070       (26     )            124,379
                 Total net external sales  $        1,506,110  $     352,404  $    (13,070 )     $      1,845,444
Gross profit                               $        253,274    $     75,630   $    (3,370  )     $      325,534
Income (Loss) from operations              $        212,351    $     24,595   $    (34,414 )     $      202,532
                 2015
New trailers shipped                                61,300           3,400         -                    64,700
Used trailers shipped                               1,900            150           -                    2,050
New trailers                               $        1,474,201  $     218,028  $    -             $      1,692,229
Used trailers                                       31,022           4,558         -                    35,580
Components, parts and service                       60,482           119,696       (11,628 )            168,550
Equipment and other                                 16,536           114,645       (51     )            131,130
                 Total net external sales  $        1,582,241  $     456,927  $    (11,679 )     $      2,027,489
Gross profit                               $        197,777    $     107,023  $    (1,356  )     $      303,444
Income (Loss) from operations              $        159,385    $     51,078   $    (30,094 )     $      180,369
WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
                                                            December 31,    December 31,
                                                                   2016            2015
                                                            (Unaudited)
ASSETS
Current assets
          Cash and cash equivalents                         $      163,467  $      178,853
          Accounts receivable                                      153,634         152,824
          Inventories                                              139,953         166,982
          Deferred income taxes                                    -               22,431
          Prepaid expenses and other                               24,351          8,417
                                 Total current assets       $      481,405  $      529,507
Property, plant and equipment                                      134,138         140,438
Deferred income taxes                                              20,343          1,358
Goodwill                                                           148,367         149,718
Intangible assets                                                  94,405          114,616
Other assets                                                       20,075          14,033
                                                            $      898,733  $      949,670
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
          Current portion of long-term debt                 $      2,468    $      37,611
          Current portion of capital lease obligations             494             806
          Accounts payable                                         71,338          79,618
          Other accrued liabilities                                92,314          93,042
                                 Total current liabilities  $      166,614  $      211,077
Long-term debt                                                     233,465         274,885
Capital lease obligations                                          1,409           1,875
Deferred income taxes                                              499             1,497
Other noncurrent liabilities                                       24,355          20,525
Commitments and contingencies
Stockholders’ equity                                               472,391         439,811
                                                            $      898,733  $      949,670
WABASH NATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
                                                                                              Twelve Months Ended December 31,
                                                                                                   2016                2015
Cash flows from operating activities
      Net income                                                                              $    119,433        $    104,289
      Adjustments to reconcile net income to net cash provided by operating activities
                 Depreciation                                                                      16,830              16,739
                 Amortization of intangibles                                                       19,940              21,259
                 Net loss (gain) on the sale of assets                                             101                 (8,299   )
                 Deferred income taxes                                                             2,448               (7,749   )
                 Loss on debt extinguishment                                                       1,895               5,808
                 Stock-based compensation                                                          12,038              10,010
                 Non-cash interest expense                                                         3,475               5,222
                 Impairment of goodwill and other intangibles                                      1,663               1,087
                 Changes in operating assets and liabilities
                            Accounts receivable                                                    (809     )          (17,618  )
                            Inventories                                                            24,969              10,162
                            Prepaid expenses and other                                             (10,147  )          1,786
                            Accounts payable and accrued liabilities                               (13,002  )          (12,243  )
                            Other, net                                                             (84      )          1,342
                                       Net cash provided by operating activities              $    178,750        $    131,795
Cash flows from investing activities
      Capital expenditures                                                                         (20,342  )          (20,847  )
      Proceeds from the sale of property, plant & equipment                                        19                  13,203
      Other, net                                                                                   3,014               -
                                       Net cash used in investing activities                  $    (17,309  )     $    (7,644   )
Cash flows from financing activities
      Proceeds from exercise of stock options                                                      4,831               2,012
      Borrowings under revolving credit facilities                                                 618                 1,134
      Payments under revolving credit facilities                                                   (618     )          (1,134   )
      Principal payments under capital lease obligations                                           (779     )          (4,201   )
      Proceeds from issuance of term loan credit facility                                          -                   192,845
      Principal payments under term loan credit facility                                           (1,928   )          (194,291 )
      Principal payments under industrial revenue bond                                             (473     )          (496     )
      Debt issuance costs paid                                                                     -                   (2,587   )
      Convertible notes repurchase                                                                 (98,922  )          (22,936  )
      Stock repurchase                                                                             (79,556  )          (61,757  )
                                       Net cash used in financing activities                  $    (176,827 )     $    (91,411  )
Net (decrease) increase in cash and cash equivalents                                          $    (15,386  )     $    32,740
Cash and cash equivalents at beginning of period                                                   178,853             146,113
Cash and cash equivalents at end of period                                                    $    163,467        $    178,853
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                            Twelve Months Ended
                                             December 31,                                  December 31,
                                                       2016                   2015                   2016                   2015
Net income                                   $         23,000       $         33,286       $         119,433      $         104,289
Income tax expense                                     12,217                 16,578                 65,984                 59,022
Interest expense                                       3,725                  4,789                  15,663                 19,548
Depreciation and amortization                          9,565                  9,538                  36,769                 37,998
Stock-based compensation                               3,420                  3,355                  12,038                 10,010
Impairment of goodwill and other intangibles           -                      1,087                  1,663                  1,087
Other non-operating expense (income)                   1,679                  10                     1,452                  (2,490    )
Operating EBITDA                             $         53,606       $         68,643       $         253,002      $         229,464
                                             Three Months Ended
                                             March 31,              June 30,               September 30,          December 31,
                                             2016                   2016                   2016                   2016
Net income                                   $         27,524       $         35,531       $         33,378       $         23,000
Income tax expense                                     16,166                 19,197                 18,401                 12,217
Interest expense                                       4,095                  3,937                  3,906                  3,725
Depreciation and amortization                          9,165                  8,986                  9,052                  9,565
Stock-based compensation                               2,470                  3,232                  2,915                  3,420
Impairment of goodwill and other intangibles           -                      1,663                  -                      -
Other non-operating expense (income)                   398                    206                    (831      )            1,679
Operating EBITDA                             $         59,818       $         72,752       $         66,821       $         53,606
Adjusted Earnings:
                                             Three Months Ended December 31,                                                             Twelve Months Ended December 31,
                                                       2016                                          2015                                          2016                                  2015
                                             $                      Per Share              $                      Per Share              $                      Per Share              $              Per Share
Net income                                   $         23,000       $         0.36         $         33,286       $         0.50         $         119,433      $         1.82         $ 104,289      $         1.50
Adjustments:
Branch transactions                                    450                    0.01                   -                      -                      (290      )            -              (8,345    )            (0.12     )
Impairment of goodwill and other intangibles           -                      -                      1,087                  0.02                   1,663                  0.03           1,087                  0.02
Loss on debt extinguishment                            1,408                  0.02                   188                    -                      1,895                  0.03           5,807                  0.08
Tax effect of aforementioned items                     (645      )            (0.01     )            (423      )            (0.01     )            (1,163    )            (0.02     )    554                    0.01
Adjusted earnings                            $         24,213       $         0.38         $         34,138       $         0.51         $         121,538      $         1.85         $ 103,392      $         1.49
Weighted Average # of Diluted Shares O/S               63,701                                        67,218                                        65,762                                69,368
                                             Three Months Ended
                                             March 31, 2016                                June 30, 2016                                 September 30, 2016
                                             $                      Per Share              $                      Per Share              $                      Per Share
Net Income                                   $         27,524       $         0.42         $         35,531       $         0.53         $         33,378       $         0.51
Adjustments:
Branch transactions                                    -                      -                      -                      -                      (740      )            (0.01     )
Impairment of goodwill and other intangibles           -                      -                      1,663                  0.02                   -                      -
Loss on debt extinguishment                            487                    0.01                   -                      -                      -                      -
Tax effect of aforementioned items                     (180      )            -                      (584      )            (0.01     )            263                    -
Adjusted earnings                            $         27,831       $         0.42         $         36,610       $         0.55         $         32,901       $         0.50
Weighted Average # of Diluted Shares O/S               66,224                                        67,115                                        66,032
Operating EBITDA is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, impairment of intangibles and other non-operating income and expense.
Adjusted earnings and adjusted earnings per diluted share reflect adjustments for income (loss) recognized on the sale of former retail branch locations as well as charges related to losses incurred in connection with the Company’s extinguishment of debt and impairment of goodwill or other intangible assets.
Branch transactions in 2016 relate to gains (losses) incurred for sale of our branch locations in Phoenix, Denver and Miami.  Branch transactions for 2015 are comprised of the sale of assets for three West Coast branches in 2014 and the real estate associated with these same branches in 2015.
Media Contact:
Dana Stelsel
Corporate Communications Manager
(765) 771-5766
dana.stelsel@wabashnational.com

Investor Relations:
Mike Pettit
Vice President, Finance & Investor Relations
(765) 771-5581
michael.pettit@wabashnational.com

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